lhex4_3.htm


    
       

       

      
        


        
          EXHIBIT
4.3

          
            

            

          

           

        

         

        COMMSCOPE,
INC.

         

        To

         

        U.S.
BANK NATIONAL ASSOCIATION,

         

        as
Trustee

        
          


          
          

           

          
            	 ___________________________________________________________________________________________________________________________________________


          

           

          


        

         

        INDENTURE

         

        Dated
as of

         

        _____________

        
          


          
             

            
              	 ___________________________________________________________________________________________________________________________________________


            

             

          

          


        

         

        %
Convertible Senior Subordinated Debentures Due 20

        
          


           

          


        

        


        
          

          

        

         

         

         

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        TABLE
OF CONTENTS

         

      

       

      
        
          
            	
                    ARTICLE
      1   
      DEFINITIONS

                     

                  	
                    1

                  
	
                    Section 1.01.

                  	
                    Definitions

                     

                  	
                    1

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

                     

                  	
                    10

                  
	
                    Section 2.01.

                  	
                    Designation
      Amount And Issue Of Debentures

                  	
                    10

                  
	
                    Section 2.02.

                  	
                    Form
      of Debentures

                  	
                    11

                  
	
                    Section 2.03.

                  	
                    Date
      And Denomination Of Debentures; Payments Of Interest

                  	
                    12

                  
	
                    Section 2.04.

                  	
                    Execution
      of Debentures

                  	
                    13

                  
	
                    Section 2.05.

                  	
                    Exchange
      and Registration of Transfer of Debentures; Restrictions on
      Transfer.

                  	
                    13

                  
	
                    Section 2.06.

                  	
                    Mutilated,
      Destroyed, Lost or Stolen Debentures

                  	
                    17

                  
	
                    Section 2.07.

                  	
                    Temporary
      Debentures

                  	
                    18

                  
	
                    Section 2.08.

                  	
                    Cancellation
      of Debentures

                  	
                    18

                  
	
                    Section 2.09.

                  	
                    CUSIP
      Numbers

                     

                  	
                    18

                  
	
                    ARTICLE
      3   
      REDEMPTION AND REPURCHASE OF DEBENTURES

                     

                  	
                    19

                  
	
                    Section 3.01.

                  	
                    Redemption
      of Debentures

                  	
                    19

                  
	
                    Section 3.02.

                  	
                    Notice
      of Optional Redemption; Selection of Debentures

                  	
                    19

                  
	
                    Section 3.03.

                  	
                    Payment
      of Debentures Called For Redemption by the Company

                  	
                    21

                  
	
                    Section 3.04.

                  	
                    Conversion
      Arrangement on Call for Redemption

                  	
                    21

                  
	
                    Section 3.05.

                  	
                    Repurchase
      at Option of Holders Upon a Designated Event

                  	
                    22

                  
	
                    Section 3.06.

                  	
                    Repurchase
      of Debentures by the Company at Option of the Holder

                  	
                    25

                  
	
                    Section 3.07.

                  	
                    Company
      Repurchase Notice.

                  	
                    26

                  
	
                    Section 3.08.

                  	
                    Effect
      of Repurchase Notice

                  	
                    27

                  
	
                    Section 3.09.

                  	
                    Deposit
      of Purchase Price

                  	
                    28

                  
	
                    Section 3.10.

                  	
                    Debentures
      Repurchased in Part

                  	
                    28

                  
	
                    Section 3.11.

                  	
                    Repayment
      to the Company

                  	
                    28

                  
	
                    Section 3.12.

                  	
                    Acceleration;
      Payments To Debentureholders

                  	
                    29

                  
	
                    Section 3.13.

                  	
                    No
      Sinking Fund

                     

                  	
                    29

                  
	
                    ARTICLE
      4    SUBORDINATION
      OF DEBENTURES

                     

                  	
                    29

                  
	
                    Section 4.01.

                  	
                    Debentures
      Subordinate to Senior Indebtedness

                  	
                    29

                  
	
                    Section 4.02.

                  	
                    Payment
      Over of Proceeds upon Dissolution, Etc

                  	
                    29

                  
	
                    Section 4.03.

                  	
                    No
      Payment When Senior Indebtedness in Default.

                  	
                    30

                  
	
                    Section 4.04.

                  	
                    Payment
      Permitted If No Default

                  	
                    31

                  
	
                    Section 4.05.

                  	
                    Subrogation
      to Rights of Holders of Senior Indebtedness

                  	
                    31

                  
	
                    Section 4.06.

                  	
                    Provisions
      Solely To Define Relative Rights

                  	
                    32

                  
	
                    Section 4.07.

                  	
                    Trustee
      To Effectuate Subordination

                  	
                    32

                  
	
                    Section 4.08.

                  	
                    No
      Waiver of Subordination Provisions

                  	
                    32

                  
	
                    Section 4.09.

                  	
                    Notice
      to Trustee

                  	
                    33

                  
	
                    Section 4.10.

                  	
                    Reliance
      on Judicial Order or Certificate of Liquidating Agent

                  	
                    34

                  
	
                    Section 4.11.

                  	
                    Trustee
      Not Fiduciary for Holders of Senior Indebtedness

                  	
                    34

                  
	
                    Section 4.12.

                  	
                    Rights
      of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's
      Rights

                  	
                    34

                  
	
                    Section 4.13.

                  	
                    Article
      Applicable to Paying Agents

                  	
                    34

                  
	
                    Section 4.14.

                  	
                    No
      Senior Subordinated Indebtedness

                     

                  	
                    35

                  
	
                    ARTICLE
      5    [RESERVED]

                     

                  	
                    35

                  
	
                    ARTICLE
      6   
      PARTICULAR COVENANTS OF THE COMPANY

                     

                  	
                    35

                  
	
                    Section 6.01.

                  	
                    Payment
      of Principal and Interest

                  	
                    35

                  
	
                    Section 6.02.

                  	
                    Maintenance
      of Office or Agency

                  	
                    35

                  
	
                    Section 6.03.

                  	
                    Appointments
      to Fill Vacancies in Trustee's Office

                  	
                    36

                  
	
                    Section 6.04.

                  	
                    Provisions
      as to Paying Agent

                  	
                    36

                  
	
                    Section 6.05.

                  	
                    Existence

                  	
                    37

                  
	
                    Section 6.06.

                  	
                    [Reserved]

                  	
                    37

                  
	
                    Section 6.07.

                  	
                    Stay,
      Extension and Usury Laws

                  	
                    37

                  
	
                    Section 6.08.

                  	
                    Compliance
      Certificate

                     

                  	
                    37

                  
	
                    ARTICLE
      7   
      DEBENTUREHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE
      TRUSTEE

                     

                  	
                    38

                  
	
                    Section 7.01.

                  	
                    Debentureholders'
      Lists

                  	
                    38

                  
	
                    Section 7.02.

                  	
                    Preservation
      And Disclosure Of Lists

                  	
                    38

                  
	
                    Section 7.03.

                  	
                    Reports
      By Trustee

                  	
                    38

                  
	
                    Section 7.04.

                  	
                    Reports
      by Company

                     

                  	
                    38

                  
	
                    ARTICLE
      8    REMEDIES
      OF THE TRUSTEE AND DEBENTUREHOLDERS ON AN EVENT OF DEFAULT

                     

                  	
                    39

                  
	
                    Section 8.01.

                  	
                    Events
      Of Default

                  	
                    39

                  
	
                    Section 8.02.

                  	
                    Payments
      of Debentures on Default; Suit Therefor

                  	
                    42

                  
	
                    Section 8.03.

                  	
                    Application
      of Monies Collected By Trustee

                  	
                    43

                  
	
                    Section 8.04.

                  	
                    Proceedings
      by Debentureholder

                  	
                    44

                  
	
                    Section 8.05.

                  	
                    Proceedings
      By Trustee

                  	
                    45

                  
	
                    Section 8.06.

                  	
                    Remedies
      Cumulative And Continuing

                  	
                    45

                  
	
                    Section 8.07.

                  	
                    Direction
      of Proceedings and Waiver of Defaults By Majority of
      Debentureholders

                  	
                    45

                  
	
                    Section 8.08.

                  	
                    Notice
      of Defaults

                  	
                    46

                  
	
                    Section 8.09.

                  	
                    Undertaking
      To Pay Costs

                     

                  	
                    46

                  
	
                    ARTICLE
      9    THE
      TRUSTEE

                     

                  	
                    47

                  
	
                    Section 9.01.

                  	
                    Duties
      and Responsibilities of Trustee

                  	
                    47

                  
	
                    Section 9.02.

                  	
                    Reliance
      on Documents, Opinions, Etc

                  	
                    48

                  
	
                    Section 9.03.

                  	
                    No
      Responsibility For Recitals, Etc

                  	
                    49

                  
	
                    Section 9.04.

                  	
                    Trustee,
      Paying Agents, Conversion Agents or Registrar May Own
      Debentures

                  	
                    49

                  
	
                    Section 9.05.

                  	
                    Monies
      to Be Held in Trust

                  	
                    50

                  
	
                    Section 9.06.

                  	
                    Compensation
      and Expenses of Trustee

                  	
                    50

                  
	
                    Section 9.07.

                  	
                    Officers'
      Certificate As Evidence

                  	
                    50

                  
	
                    Section 9.08.

                  	
                    Conflicting
      Interests of Trustee

                  	
                    51

                  
	
                    Section 9.09.

                  	
                    Eligibility
      of Trustee

                  	
                    51

                  
	
                    Section 9.10.

                  	
                    Resignation
      or Removal of Trustee.

                  	
                    51

                  
	
                    Section 9.11.

                  	
                    Acceptance
      by Successor Trustee

                  	
                    52

                  
	
                    Section 9.12.

                  	
                    Succession
      By Merger

                  	
                    53

                  
	
                    Section 9.13.

                  	
                    Preferential
      Collection of Claims

                     

                  	
                    53

                  
	
                    ARTICLE
      10   
      THE DEBENTUREHOLDERS

                     

                  	
                    54

                  
	
                    Section 10.01.

                  	
                    Action
      By Debentureholders

                  	
                    54

                  
	
                    Section 10.02.

                  	
                    Proof
      of Execution by Debentureholders

                  	
                    54

                  
	
                    Section 10.03.

                  	
                    Who
      Are Deemed Absolute Owners

                  	
                    54

                  
	
                    Section 10.04.

                  	
                    Company-owned
      Debentures Disregarded

                  	
                    54

                  
	
                    Section 10.05.

                  	
                    Revocation
      Of Consents, Future Holders Bound

                     

                  	
                    55

                  
	
                    ARTICLE
      11   
      MEETINGS OF DEBENTUREHOLDERS

                     

                  	
                    55

                  
	
                    Section 11.01.

                  	
                    Purpose
      Of Meetings

                  	
                    55

                  
	
                    Section 11.02.

                  	
                    Call
      Of Meetings By Trustee

                  	
                    56

                  
	
                    Section 11.03.

                  	
                    Call
      Of Meetings By Company Or Debentureholders

                  	
                    56

                  
	
                    Section 11.04.

                  	
                    Qualifications
      For Voting

                  	
                    56

                  
	
                    Section 11.05.

                  	
                    Regulations

                  	
                    56

                  
	
                    Section 11.06.

                  	
                    Voting

                  	
                    57

                  
	
                    Section 11.07.

                  	
                    No
      Delay Of Rights By Meeting

                     

                  	
                    57

                  
	
                    ARTICLE
      12    SUPPLEMENTAL
      INDENTURES

                     

                  	
                    57

                  
	
                    Section 12.01.

                  	
                    Supplemental
      Indentures Without Consent of Debentureholders

                  	
                    57

                  
	
                    Section 12.02.

                  	
                    Supplemental
      Indenture With Consent Of Debentureholders

                  	
                    59

                  
	
                    Section 12.03.

                  	
                    Effect
      Of Supplemental Indenture

                  	
                    60

                  
	
                    Section 12.04.

                  	
                    Notation
      On Debentures

                  	
                    60

                  
	
                    Section 12.05.

                  	
                    Evidence
      Of Compliance Of Supplemental Indenture To Be Furnished To
      Trustee

                     

                  	
                    61

                  
	
                    ARTICLE
      13   
      [RESERVED]

                     

                  	
                    61

                  
	
                    ARTICLE
      14   
      CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

                     

                  	
                    61

                  
	
                    Section 14.01.

                  	
                    Company
      May Consolidate On Certain Terms

                  	
                    61

                  
	
                    Section 14.02.

                  	
                    Successor
      To Be Substituted

                  	
                    61

                  
	
                    Section 14.03.

                  	
                    Opinion
      Of Counsel To Be Given Trustee

                     

                  	
                    62

                  
	
                    ARTICLE
      15   
      SATISFACTION AND DISCHARGE OF INDENTURE

                     

                  	
                    62

                  
	
                    Section 15.01.

                  	
                    Discharge
      Of Indenture

                  	
                    62

                  
	
                    Section 15.02.

                  	
                    Deposited
      Monies To Be Held In Trust By Trustee

                  	
                    63

                  
	
                    Section 15.03.

                  	
                    Paying
      Agent To Repay Monies Held

                  	
                    63

                  
	
                    Section 15.04.

                  	
                    Return
      Of Unclaimed Monies

                  	
                    63

                  
	
                    Section 15.05.

                  	
                    Reinstatement

                     

                  	
                    63

                  
	
                    ARTICLE
      16   
      IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
      DIRECTORS

                     

                  	
                    63

                  
	
                    Section 16.01.

                  	
                    Indenture
      And Debentures Solely Corporate Obligations

                     

                  	
                    63

                  
	
                    ARTICLE
      17   
      CONVERSION OF DEBENTURES

                     

                  	
                    64

                  
	
                    Section 17.01.

                  	
                    Right
      To Convert.

                  	
                    64

                  
	
                    Section 17.02.

                  	
                    Conversion
      Procedures

                  	
                    65

                  
	
                    Section 17.03.

                  	
                    Cash
      Payments in Lieu of Fractional Shares

                  	
                    67

                  
	
                    Section 17.04.

                  	
                    Conversion
      Rate

                  	
                    67

                  
	
                    Section 17.05.

                  	
                    Adjustment
      Of Conversion Rate

                  	
                    67

                  
	
                    Section 17.06.

                  	
                    Effect
      Of Reclassification, Consolidation, Merger or Sale

                  	
                    76

                  
	
                    Section 17.07.

                  	
                    Taxes
      On Shares Issued

                  	
                    77

                  
	
                    Section 17.08.

                  	
                    Reservation
      of Shares, Shares to Be Fully Paid; Compliance With Governmental
      Requirements; Listing of Common Stock

                  	
                    77

                  
	
                    Section 17.09.

                  	
                    Responsibility
      Of Trustee

                  	
                    78

                  
	
                    Section 17.10.

                  	
                    Notice
      To Holders Prior To Certain Actions

                  	
                    78

                  
	
                    Section 17.11.

                  	
                    Stockholder
      Rights Plans

                  	
                    79

                  
	
                    Section 17.12.

                  	
                    Issuer
      Determination Final

                  	
                    79

                  
	
                    Section 17.13.

                  	
                    Termination
      of Conversion Rights by the Company

                     

                  	
                    79

                  
	
                    ARTICLE
      18   MISCELLANEOUS
      PROVISIONS

                     

                  	
                    82

                  
	
                    Section 18.01.

                  	
                    Provisions
      Binding On Company's Successors

                  	
                    82

                  
	
                    Section 18.02.

                  	
                    Official
      Acts By Successor Corporation

                  	
                    82

                  
	
                    Section 18.03.

                  	
                    Addresses
      For Notices, Etc

                  	
                    82

                  
	
                    Section 18.04.

                  	
                    Governing
      Law

                  	
                    83

                  
	
                    Section 18.05.

                  	
                    Evidence
      Of Compliance With Conditions Precedent, Certificates To
      Trustee

                  	
                    83

                  
	
                    Section 18.06.

                  	
                    Legal
      Holidays

                  	
                    83

                  
	
                    Section 18.07.

                  	
                    Trust
      Indenture Act

                  	
                    83

                  
	
                    Section 18.08.

                  	
                    No
      Security Interest Created

                  	
                    84

                  
	
                    Section 18.09.

                  	
                    Benefits
      Of Indenture

                  	
                    84

                  
	
                    Section 18.10.

                  	
                    Authenticating
      Agent

                  	
                    84

                  
	
                    Section 18.11.

                  	
                    Execution
      In Counterparts

                  	
                    85

                  
	
                    Section 18.12.

                  	
                    Severability

                  	
                    85

                  
	
                    Section 18.13.

                  	
                    Table
      of Contents, Headings, Etc

                  	
                    85

                  


          

        

        

          


           

          EXHIBITS

           

          Exhibit
A: Form of Debenture

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          INDENTURE

           

           

          INDENTURE
dated as of ____________, between CommScope, Inc., a Delaware corporation
(hereinafter called the "Company"), having its
principal office at 1100 CommScope Place, S.E., P.O. Box 339, Hickory,
North Carolina, 28602, and U.S. Bank National Association, as trustee hereunder
(hereinafter called the "Trustee").

           

          WITNESSETH:

           

          WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the issue of
its __% Convertible Senior Subordinated Debentures Due 20__ (hereinafter called
the "Debentures"), and,
to provide the terms and conditions upon which the Debentures are to be
authenticated, issued and delivered, the Company has duly authorized the
execution and delivery of this Indenture; and

           

          WHEREAS,
the Debentures, the certificate of authentication to be borne by the Debentures,
a form of assignment, a form of option to elect repurchase upon a Designated
Event, a form of repurchase notice and a form of conversion notice to be borne
by the Debentures are to be substantially in the forms hereinafter provided for;
and

           

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

           

          NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

           

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

           

          ARTICLE 1

          DEFINITIONS

           

          Section 1.01.   Definitions. 
The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this Section 1.01.  All other
terms used in this Indenture that are defined in the Trust Indenture Act or that
are by reference therein defined in the Securities Act (except as herein
otherwise expressly provided or unless the context otherwise requires) shall
have the meanings assigned to such terms in 

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          the Trust Indenture Act and in the Securities Act as in force at
the date of the execution of this Indenture.  The words "herein", "hereof", "hereunder" and words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other Subdivision.  The terms defined in this
Article include the plural as well as the singular.

           

          "Additional Debentures" means
any Debentures (other than the Initial Debentures) in an aggregate principal
amount not to exceed $__________and issued under this Indenture in accordance
with Section 2.01 hereof, as part of the same series and with the same
CUSIP number as the Initial Debentures, ranking equally with those Initial
Debentures and having identical terms and conditions to the Initial Debentures
(in all respects other than the payment of interest accruing prior to the issue
date of such Additional Debentures or except, in any such case, at the option of
the Company, for the first payment of interest following the issue date of such
Additional Debentures).

           

          "Additional Shares" has the
meaning specified in Section 17.01(c).

           

          "Adjustment Event" has the
meaning specified in Section 17.05(m).

           

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

           

          "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.

           

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

           

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

           

          "Capital Stock" means
(a) in the case of a corporation, corporate stock, (b) in the case of
an association or business entity, any and all shares, interests,
participations, right or other equivalents (however designated) of corporate
stock, (c) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and
(d) any other interest or participation that confers on a Person the right
to receive a share of the profits and losses of, or distribution in assets of,
the issuing Person.

           

          "Closing Sale Price" of the
shares of Common Stock on any date means the closing sale price per share (or if
no closing sale price is reported, the average of the closing bid and ask prices
or, if more than one in either case, the average of the average closing bid and
the average closing ask prices) on such date as reported in composite
transactions for the principal United States securities exchange on which shares
of Common Stock are traded or, if the shares of Common Stock are not


           

           

          
            
              
              

            

            
              -2-

              
                

              

            

            
              
              

            

          

           

          listed on a United States national or regional securities
exchange, as reported by the Pink Sheets LLC.  In the absence of such
a quotation, the Company shall be entitled to determine the Closing Sale Price
on the basis it considers appropriate.

           

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

           

          "Common Stock" means any stock
of any class of the Company that has no preference in respect of dividends or of
amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company and that is not subject to redemption
by the Company.  Subject to the provisions of Section 17.06,
however, shares issuable on conversion of Debentures shall include only shares
of the class designated as common stock of the Company at the date of this
Indenture (namely, the Common Stock, par value $0.01) or shares of any class or
classes resulting from any reclassification or reclassifications thereof and
that have no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Company and that are not subject to redemption by the Company; provided that if at any time
there shall be more than one such resulting class, the shares of each such class
then so issuable on conversion shall be substantially in the proportion that the
total number of shares of such class resulting from all such reclassifications
bears to the total number of shares of all such classes resulting from all such
reclassifications.

           

          "Company" means the corporation
named as the "Company"
in the first paragraph of this Indenture, and, subject to the provisions of
Article 14 and Section 17.06, shall include its successors and
assigns.

           

          "Company Repurchase Notice" has
the meaning specified in Section 3.07(b).

           

          "Company Repurchase Notice
Date" has the meaning specified in Section 3.07(b).

           

          "Continuing Director" means a
director who either was a member of the Board of Directors on _____________ or
who becomes a member of the Board of Directors subsequent to that date and whose
appointment, election or nomination for election by the stockholders of the
Company is duly approved by a majority of the Continuing Directors on the Board
of Directors at the time of such approval, either by a specific vote or by
approval of the proxy statement issued by the Company on behalf of the Board of
Directors in which such individual is named as nominee for
director.

           

          "Conversion Date" has the
meaning set forth in Section 17.02.

           

          "Conversion Price" as of any
day will equal $1,000 divided by the Conversion Rate as of such date and rounded
to the nearest cent.  The Conversion Price shall initially be
approximately $______ per share of Common Stock.


           

           

          
            
              
              

            

            
              -3-

              
                

              

            

            
              
              

            

          

           

          "Conversion Rate" has the
meaning specified in Section 17.04.

           

          "Conversion Right" has the
meaning specified in Section 17.13.

           

          "Conversion Termination" has
the meaning specified in Section 17.13.

           

          "Conversion Termination Date"
has the meaning specified in Section 17.13.

           

          "Conversion Termination Notice"
has the meaning specified in Section 17.13.

           

          "Conversion Termination Notice
Date" has the meaning specified in Section 17.13.

           

          "Conversion Termination Trigger
Event" has the meaning specified in Section 17.13.

           

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

           

          "Coupon Make-Whole Payment" has
the meaning specified in Section 17.13.

           

          "Credit Agreement" means that
certain Credit Agreement, dated as of December 27, 2007, by and among the
Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and
L/C Issuer, the Other Lenders Party thereto, Bank of America
Securities LLC, and Wachovia Capital Markets, LLC, as Joint Lead
Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as
Syndication Agent, JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, Ltd.
and Calyon New York Branch, as Co-Documentation Agents, including any related
notes, guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, restated, modified,
increased, renewed, refunded, replaced or refinanced from time to time, whether
or not with the same parties.

           

           "Current Market Price" has the
meaning specified in Section 17.05(i).

           

          "Custodian" means U.S. Bank
National Association, as custodian with respect to the Debentures in global
form, or any successor entity thereto.

           

          "Debenture" or "Debentures" means any
Debenture or Debentures, as the case may be, authenticated and delivered under
this Indenture, including any Global Debenture.  The Initial
Debentures and the Additional Debentures, if any, shall be treated as a single
class for all purposes under this Indenture, including, without limitation,
waivers, amendments, conversions, redemptions and offers to purchase, and have
the same CUSIP number for purposes of this Indenture.

           

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

           

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

           

           

          
            
              
              

            

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

           

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

           

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

           

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

           

          "Designated Event" means a
Fundamental Change or a Termination of Trading.

           

          "Designated Event Expiration
Time" has the meaning specified in Section 3.05(b).

           

          "Designated Event Notice" has
the meaning specified in Section 3.05(b).

           

          "Designated Event Repurchase
Date" has the meaning specified in Section 3.05(a).

           

          "Determination Date" has the
meaning specified in Section 17.05(m).

           

          "Distributed Property" has the
meaning specified in Section 17.05(d).

           

          "Effective Date" has the
meaning specified in Section 17.01(c).

           

          "Equity Interests" means
Capital Stock and all warrants, options or other rights to acquire Capital Stock
(but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).

           

          "Event of Default" means any
event specified in Section 8.01 as an Event of Default.

           

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

           

          "Expiration Time" has the
meaning specified in Section 17.05(f).

           

          "Extension Fee" has the meaning
specified in Section 8.01.

           

          "Extension Period" has the
meaning specified in Section 8.01.

           

          "Filing Failure" has the
meaning specified in Section 8.01.

           

           

          
            
              
              

            

            
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          "Fair Market Value" has the
meaning specified in Section 17.05(i).

           

          "Fiscal Quarter" means, with
respect to the Company, its first, second, third and fourth quarters ending on
March 31, June 30, September 30 and December 31, respectively.

           

          "Five Day VWAP" means the arithmetic
average of the daily VWAP for the five consecutive Trading Days ending two
Trading Days prior to the applicable Conversion Date.

           

          "Fundamental Change" means the
occurrence of any of:

           

          (i)           any
transaction or event (whether by means of an exchange offer, liquidation, tender
offer, consolidation, merger, combination, reclassification, recapitalization or
otherwise) in connection with which all or substantially all of the Common Stock
is exchanged for, converted into, acquired for or constitutes solely the right
to receive consideration that is not all or substantially all common stock that
is (or, upon consummation of or immediately following such transaction or event,
which will be) listed on the New York Stock Exchange, the NASDAQ Global Market
or the NASDAQ Global Select Market (or any of their respective
successors).

           

          (ii)           a
"person" or "group" within the meaning of Section 13(d) of the Exchange Act
other than the Company, a Subsidiary of the Company or the employee benefit
plans of the Company or a Subsidiary of the Company, files a Schedule TO or any
other schedule, form or report under the Exchange Act disclosing that such
person or group has become the "beneficial owner," as defined in Rule 13d-3
under the Exchange Act, of more than 50% of the total voting power of all
outstanding shares of the Company's capital stock that are entitled to vote
generally in the election of directors; or

           

          (iii)           Continuing
Directors cease to constitute at least a majority of the Board of
Directors.

           

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

           

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

           

          "Initial Debentures" means
Debentures in an aggregate principal amount of $__________ initially issued
under this Indenture on the date hereof.

           

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

           

          "Non-Electing Share" has the
meaning specified in Section 17.06.

           

          "Notice Date" means the date of
mailing of the notice of redemption pursuant to Section 3.02.

           

           

          
            
              
              

            

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

           

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

           

          "Option to Elect Repurchase Upon a
Designated Event" has the meaning specified in
Section 3.05(c).

           

          "Outstanding", when used with
reference to Debentures and subject to the provisions of Section 10.04,
means, as of any particular time, all Debentures authenticated and delivered by
the Trustee under this Indenture, except:

           

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

           

          (b)           Debentures,
or portions thereof, (i) for the redemption of which monies in the
necessary amount shall have been deposited in trust with the Trustee or with any
paying agent (other than the Company) or (ii) that shall have been
otherwise defeased in accordance with Article 15;

           

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

           

          (d)           Debentures
converted into Common Stock pursuant to Article 17 and Debentures deemed
not Outstanding pursuant to Article 3.

           

          "Permitted Junior Securities"
means Equity Interests in the Company or debt securities of the Company that are
subordinated to all Senior Indebtedness (and any debt securities issued in
exchange for Senior Indebtedness) to substantially the same extent, or to a
greater extent than, the Debentures are subordinated to Senior
Indebtedness.

           

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

           

          "Portal Market" means The
Portal Market operated by the Financial Industry Regulatory Authority or any
successor thereto.

           

          "Predecessor Debenture" of any
particular Debenture means every previous Debenture evidencing all or a portion
of the same debt as that evidenced by such particular Debenture, and, for the
purposes of this definition, any Debenture authenticated and delivered under
Section 2.06 in lieu 

           

           

          
            
              
              

            

            
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          of a lost, destroyed or stolen Debenture shall be deemed to
evidence the same debt as the lost, destroyed or stolen Debenture that it
replaces.

           

          "Purchased Shares" has the
meaning specified in Section 17.05(f).

           

          "Record Date" has the meaning
specified in Section 17.05(i).

           

          "Repurchase Date" has the
meaning specified in Section 3.06.

           

          "Repurchase Notice" has the
meaning specified in Section 3.06.

           

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

           

          "Rights" has the meaning
specified in Section 17.11.

           

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

           

          "Senior Indebtedness" means, in
respect of the Company, whether now or hereafter incurred: (i) the
principal, premium, if any, interest and all other amounts owed in respect of
the Company's (A) indebtedness for money borrowed and (B) indebtedness
evidenced by securities, debentures, bonds or other similar instruments,
(ii) all obligations of the Company (including all interest accruing after
the commencement of any bankruptcy or similar proceeding, whether or not a claim
for post-petition interest is allowed as a claim in any such proceeding) payable
under the Credit Agreement, whether outstanding on the date of this Indenture or
thereafter created, incurred, assumed, guaranteed or in effect guaranteed by the
Company, (iii) all of the Company's capital lease obligations,
(iv) all obligations issued or assumed by the Company as the deferred
purchase price of property, all of the Company's conditional sale obligations
and all of the Company's obligations under any title retention agreement (but
excluding trade accounts payable arising in the ordinary course of business),
(v) all of the Company's obligations for the reimbursement of any letter of
credit, banker's acceptance, security purchase facility or similar credit
transaction, (vi) all obligations of the type referred to in clauses
(i) through (v) above of other persons for the payment of which the
Company is responsible or liable as obligor, guarantor or otherwise, and
(vii) all obligations of the type referred to in clauses (i) through
(vi) above of other persons secured by any lien on any of the Company's
properties or assets (whether or not such obligation is assumed by the Company),
except for (x) any such indebtedness that is by its terms subordinated to
or pari passu with the
Debentures or is subordinated to any other Senior Indebtedness; (y) any
indebtedness between or among the Company or its Affiliates, including all other
debt securities and guarantees in respect of those debt securities issued to any
trust, or trustees of such trust, partnership or other entity affiliated with
the Company that is, directly or indirectly, a financing vehicle of the Company
(a "Financing Entity") in connection with the issuance by such Financing Entity
of preferred securities or other securities that 

           

           

          
            
              
              

            

            
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          rank pari
passu with, or junior to, the Debentures and (z) accounts payable or
other liability to trade creditors arising in the ordinary course of business
(including guarantees thereof or instruments evidencing such liabilities).

           

          "Senior Indebtedness Default
Notice" has the meaning specified in Section 4.03(a).

           

          "Senior Subordinated
Indebtedness" means, with respect to the Company, the Debentures and any
other indebtedness of the Company that specifically provides that such
indebtedness is to have the same rank as the Debentures in right of payment and
is not subordinated by its terms in right of payment to any indebtedness or
other obligation of the Company that is not Senior Indebtedness.

           

          "Share Price" has the meaning
specified in Section 17.01(c).

           

          “Shelf Registration Statement”
has the meaning specified in Section 17.13.

           

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

           

          "Subordinated Indebtedness"
means, with respect to the Company, any indebtedness of the Company that
specifically provides that such indebtedness is subordinated to the
Debentures.

           

          "Subordinated Obligations" has
the meaning specified in Section 4.01.

           

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

           

          "Termination of Trading" will
be deemed to have occurred if the Common Stock (or other common stock into which
the Debentures are then convertible) ceases to be listed for trading on a United
States national or regional securities exchange or approved for quotation on the
NASDAQ National Market or any similar United States system of automated
dissemination of quotations of securities prices that is a successor
thereto.

           

          "Trading Day" has the meaning
specified in Section 17.05(i).

           

          "Trigger Event" has the meaning
specified in Section 17.05(d).

           

           

          
            
              
              

            

            
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          "Trust Indenture Act" means the
Trust Indenture Act of 1939, as amended, as it was in force at the date of this
Indenture, except as provided in Sections 12.03 and Section 17.06;
provided that if the
Trust Indenture Act of 1939 is amended after the date hereof, the term "Trust Indenture Act" shall
mean, to the extent required by such amendment, the Trust Indenture Act of 1939
as so amended.

           

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

           

          “VWAP” means the per share
volume-weighted average price of the Company’s Common Stock as displayed under
the heading “Bloomberg VWAP” on Bloomberg page CTV<Equity>AQR (or any
equivalent successor page) in respect of the period from the scheduled open of
trading on the principal trading market for the Common Stock to the scheduled
close of trading on such market on such VWAP Trading Day (without regard to
after-hours trading), or if such volume-weighted average price is unavailable,
the market value of one share of Common Stock on such VWAP Trading Day using a
volume-weighted method.  VWAP is to be calculated in accordance with
this definition as determined in good faith by the Company.

           

          ARTICLE 2

          ISSUE,
DESCRIPTION, EXECUTION, REGISTRATION AND

          EXCHANGE
OF DEBENTURES

           

          Section 2.01.  Designation Amount And Issue Of
Debentures. 
The Debentures shall be designated as "___% Convertible Senior Subordinated
Debentures Due 20__".  Initial Debentures in an aggregate
principal amount of $____________ upon the execution of this Indenture shall be
executed by the Company and delivered to the Trustee for authentication, and the
Trustee shall thereupon authenticate and deliver said Initial Debentures to or
upon the written order of the Company, signed by its Chairman of the Board,
Chief Executive Officer, President or any Vice President (whether or not
designated by a number or numbers or word or words added before or after the
title "Vice President"),
the Treasurer or any Assistant Treasurer or the Secretary or Assistant
Secretary, without any further action by the Company hereunder.  The
Company may, during the 30-day period after the execution of this Indenture,
execute and deliver to the Trustee for authentication Additional Debentures in
an aggregate principal amount not to exceed $___________, and the Trustee shall
thereupon authenticate and deliver said Additional Debentures to or upon the
written order of the Company, without any further action by the Company
hereunder; provided
however that the Company may issue Additional Debentures only if:
(1) such Additional Debentures and Initial Debentures are treated as part
of the same issue of debt instruments for purposes of U.S. federal income tax
laws; (2) such Additional Debentures shall have the same CUSIP number as
the Initial Debentures; and (3) the Trustee receives an Officers'
Certificate and an Opinion of Counsel to the effect that such issuance of
Additional Debentures complies with the provisions of this Indenture, including
each provision of this paragraph.  All provisions of this Indenture
shall be construed and interpreted to permit the issuance of such 

           

           

          
            
              
              

            

            
              -10-

              
                

              

            

            
              
              

            

          

           

          Additional Debentures and to allow such Additional Debentures to
become fungible and interchangeable with the Initial Debentures originally
issued under this Indenture.

           

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

           

          Any of
the Debentures may have such letters, numbers or other marks of identification
and such notations, legends, endorsements or changes as the officers executing
the same may approve (execution thereof to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of this Indenture, or
as may be required by the Custodian, the Depositary or by the National
Association of Securities Dealers, Inc. in order for the Debentures to be
tradable on The Portal Market or as may be required for the Debentures to be
tradable on any other market developed for trading of securities pursuant to
Rule 144A or as may be required to comply with any applicable law or with
any rule or regulation made pursuant thereto or with any rule or regulation of
any securities exchange or automated quotation system on which the Debentures
may be listed, or to conform to usage, or to indicate any special limitations or
restrictions to which any particular Debentures are subject.

           

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

           

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

           

           

          
            
              
              

            

            
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          Section 2.03.    Date And Denomination Of Debentures;
Payments Of Interest. 
The Debentures shall be issuable in registered form without coupons in
denominations of $1,000 principal amount and integral multiples
thereof.  Each Debenture shall be dated the date of its authentication
and shall bear Interest from the date specified on the face of the form of
Debenture attached as Exhibit A hereto.  Interest on the
Debentures shall be computed on the basis of a 360-day year comprised of twelve
30-day months.

           

          The
Person in whose name any Debenture (or its Predecessor Debenture) is registered
on the Debenture Register at the close of business on any record date with
respect to any interest payment date shall be entitled to receive the Interest
payable on such interest payment date, except that the Interest payable upon
redemption or repurchase will be payable to the Person to whom principal is
payable pursuant to such redemption or repurchase (unless the redemption date or
the Designated Event Repurchase Date, as the case may be, falls after a record
date and on or prior to the corresponding interest payment date, in which case
the full semi-annual payment of Interest becoming due on such interest payment
date shall be payable to the holders of such Debentures registered as such on
the corresponding record date).  Interest shall be payable at an
office maintained by  the Company for such purposes in the Borough of
Manhattan, City of New York, which shall initially be an office or agency of the
Trustee.  The Company shall pay Interest (i) on any Debentures in
certificated form by check mailed to the address of the Person entitled thereto
as it appears in the Debenture Register or (ii) on any Global Debenture by
wire transfer of immediately available funds to the account of the Depositary or
its nominee.  The term "record date" with respect to
any interest payment date shall mean the March 1 or September 1 preceding the
applicable March 15 or September 15 interest payment date,
respectively.

           

          Any
Interest on any Debenture that is payable, but is not paid or duly provided for,
on any March 15 or September 15, pursuant to the terms set forth herein (herein
called "Defaulted
Interest") shall forthwith cease to be payable to the Debentureholder on
the relevant record date by virtue of his having been such Debentureholder, and
such Defaulted Interest shall be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

           

          (1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Debentures (or their respective Predecessor Debentures) are
registered at the close of business on a special record date for the payment of
such Defaulted Interest, which shall be fixed in the following
manner.  The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Debenture and the date of the
proposed payment (which shall be not less than twenty-five (25) days after the
receipt by the Trustee of such notice, unless the Trustee shall consent to an
earlier date), and at the same time the Company shall deposit with the Trustee
an amount of money equal to the aggregate amount to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit on or prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided.  Thereupon the Trustee
shall fix a special record date for the payment of such Defaulted Interest that
shall be not more than fifteen (15) days and not less than ten (10) days prior
to the date of the proposed payment, and not less than ten (10) days after the
receipt by the Trustee of the notice of the proposed
payment.  

           

           

          
            
              
              

            

            
              -12-

              
                

              

            

            
              
              

            

          

           

          The Trustee shall promptly notify the Company of such special
record date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the special record
date therefor to be mailed, first-class postage prepaid, to each holder at his
address as it appears in the Debenture Register, not less than ten (10) days
prior to such special record date.  Notice of the proposed payment of
such Defaulted Interest and the special record date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Debentures (or their respective Predecessor Debentures) are registered at the
close of business on such special record date and shall no longer be payable
pursuant to the following clause (2) of this Section 2.03.

           

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

           

          Section 2.04.     Execution of
Debentures. 
The Debentures shall be signed in the name and on behalf of the Company by its
Chairman of the Board, Chief Executive Officer, President or any Vice President
(whether or not designated by a number or numbers or word or words added before
or after the title "Vice
President").  The signature of any of these officers on the
Debentures shall be manual, facsimile, in the form of a .pdf attachment or by
other means of electronic transmission.  Only such Debentures as shall
bear thereon a certificate of authentication substantially in the form set forth
on the form of Debenture attached as Exhibit A hereto, manually executed by
the Trustee (or an authenticating agent appointed by the Trustee as provided by
Section 18.10), shall be entitled to the benefits of this Indenture or be
valid or obligatory for any purpose.  Such certificate by the Trustee
(or such an authenticating agent) upon any Debenture executed by the Company
shall be conclusive evidence that the Debenture so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture.

           

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

           

          Section 2.05.     Exchange and Registration of
Transfer of Debentures; Restrictions on Transfer.  (a) The
Company shall cause to be kept at the Corporate Trust Office a register (the
register maintained in such office and in any other office or agency of the
Company designated pursuant to Section 6.02 being herein sometimes
collectively referred to as the "Debenture Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall


           

           

          
            
              
              

            

            
              -13-

              
                

              

            

            
              
              

            

          

           

          provide for the registration of Debentures and of transfers of
Debentures.  The Debenture Register shall be in written form or in any
form capable of being converted into written form within a reasonably prompt
period of time.  The Trustee is hereby appointed "Debenture Registrar" for the
purpose of registering Debentures and transfers of Debentures as herein
provided. The Company may appoint one or more co-registrars in accordance with
Section 6.02.

           

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

           

          Debentures
may be exchanged for other Debentures of any authorized denominations and of a
like aggregate principal amount, upon surrender of the Debentures to be
exchanged at any such office or agency maintained by the Company pursuant to
Section 6.02.  Whenever any Debentures are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Debentures that the Debentureholder making the exchange is entitled
to receive bearing registration numbers not contemporaneously
Outstanding.

           

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

           

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

           

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

           

          Neither
the Company nor the Trustee nor any Debenture Registrar shall be required to
exchange or register a transfer of (a) any Debentures for a period of
fifteen (15) days next preceding any selection of Debentures to be redeemed,
(b) any Debentures or portions thereof called for redemption pursuant to
Section 3.02, (c) any Debentures or portions thereof surrendered for
conversion pursuant to Article 17, (d) any Debentures or portions
thereof tendered for repurchase (and not withdrawn) pursuant to
Section 3.05 or (e) any Debentures or portions thereof tendered for
repurchase (and not withdrawn) pursuant to Section 3.06.

           

           

          
            
              
              

            

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

           

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

           

          (ii)                 Notwithstanding
any other provision in this Indenture, no Global Debenture may be exchanged in
whole or in part for Debentures registered, and no transfer of a Global
Debenture in whole or in part may be registered, in the name of any Person other
than the Depositary or a nominee thereof unless (A) the Depositary
(I) has notified the Company that it is unwilling or unable to continue as
Depositary for such Global Debenture and a successor depositary has not been
appointed by the Company within ninety (90) days or (II) has ceased to be a
clearing agency registered under the Exchange Act and a successor clearing
agency has not been appointed by the Company within ninety (90) days,
(B) an Event of Default has occurred and the maturity of the Debentures has
been accelerated in accordance with their terms and any holder has requested in
writing the issuance of definitive certificated Debentures or (C) the
Company, in its sole discretion, notifies the Trustee in writing that it no
longer wishes to have all the Debentures represented by Global
Debentures.  Any Global Debenture exchanged pursuant to
clause (A) or (B) above shall be so exchanged in whole and not in part
and any Global Debenture exchanged pursuant to clause (C) above may be
exchanged in whole or from time to time in part as directed by the
Company.  Any Debenture issued in exchange for a Global Debenture or
any portion thereof shall be a Global Debenture; provided that any such
Debenture so issued that is registered in the name of a Person other than the
Depositary or a nominee thereof shall not be a Global Debenture.

           

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

           

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

           

          (v)                 Neither
any members of, or participants in, the Depositary ("Agent Members") nor any other
Persons on whose behalf Agent Members may act shall have any rights


           

           

          
            
              
              

            

            
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          under this Indenture with respect to any Global Debenture
registered in the name of the Depositary or any nominee thereof, and the
Depositary or such nominee, as the case may be, may be treated by the Company,
the Trustee and any agent of the Company or the Trustee as the absolute owner
and holder of such Global Debenture 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 Debenture.

           

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

           

          (c)           [Reserved]

           

          (d)           [Reserved]

           

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

           

          The
Company and the Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Debenture (including any transfers between or among Agent Members in any
Global Indenture) other than to require delivery of such 

           

           

          
            
              
              

            

            
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          certificates and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by, the terms of this
Indenture, and to examine the same to determine substantial compliance as to
form with the express requirements hereof.

           

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

           

          Following
receipt by the Trustee or such authenticating agent, as the case may be, of
satisfactory security or indemnity and evidence, as described in the preceding
paragraph, the Trustee or such authenticating agent may authenticate any such
substituted Debenture and make available for delivery such Debenture. Upon the
issuance of any substituted Debenture, the Company may require the payment by
the holder of a sum sufficient to cover any tax, assessment or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith.  In case any Debenture that has matured
or is about to mature or has been called for redemption or has been tendered for
redemption upon a Designated Event (and not withdrawn) or has been surrendered
for repurchase on a Repurchase Date (and not withdrawn) or is to be converted
into Common Stock shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substitute Debenture, pay or authorize the
payment of or convert or authorize the conversion of the same (without surrender
thereof except in the case of a mutilated Debenture), as the case may be, if the
applicant for such payment or conversion shall furnish to the Company, to the
Trustee and, if applicable, to such authenticating agent such security or
indemnity as may be required by them to save each of them harmless for any loss,
liability, cost or expense caused by or in connection with such substitution,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company, the Trustee and, if applicable, any paying agent or
conversion agent evidence to their satisfaction of the destruction, loss or
theft of such Debenture and of the ownership thereof.

           

          Every
substitute Debenture issued pursuant to the provisions of this Section 2.06
by virtue of the fact that any Debenture is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Debenture shall be found at any time, and shall be
entitled to all the benefits of (but shall be subject to all the limitations set
forth in) this Indenture equally and proportionately with any and all other
Debentures duly issued hereunder.  To the extent permitted by law, all
Debentures shall be held and owned upon the express condition that the foregoing
provisions are exclusive with respect to the replacement or payment or
conversion or redemption or repurchase of mutilated, destroyed, lost or stolen
Debentures and shall 

           

           

          
            
              
              

            

            
              -17-

              
                

              

            

            
              
              

            

          

           

          preclude any and all other rights or remedies notwithstanding any
law or statute existing or hereafter enacted to the contrary with respect to the
replacement or payment or conversion or redemption or repurchase of negotiable
instruments or other securities without their surrender.

           

          Section 2.07.     Temporary
Debentures. 
Pending the preparation of Debentures in certificated form, the Company may
execute and the Trustee or an authenticating agent appointed by the Trustee
shall, upon the written request of the Company, authenticate and deliver
temporary Debentures (printed or lithographed).  Temporary Debentures
shall be issuable in any authorized denomination, and substantially in the form
of the Debentures in certificated form, but with such omissions, insertions and
variations as may be appropriate for temporary Debentures, all as may be
determined by the Company.  Every such temporary Debenture shall be
executed by the Company and authenticated by the Trustee or such authenticating
agent upon the same conditions and in substantially the same manner, and with
the same effect, as the Debentures in certificated form. Without unreasonable
delay, the Company will execute and deliver to the Trustee or such
authenticating agent Debentures in certificated form and thereupon any or all
temporary Debentures may be surrendered in exchange therefor, at each office or
agency maintained by the Company pursuant to Section 6.02 and the Trustee
or such authenticating agent shall authenticate and make available for delivery
in exchange for such temporary Debentures an equal aggregate principal amount of
Debentures in certificated form.  Such exchange shall be made by the
Company at its own expense and without any charge therefor.  Until so
exchanged, the temporary Debentures shall in all respects be entitled to the
same benefits and subject to the same limitations under this Indenture as
Debentures in certificated form authenticated and delivered
hereunder.

           

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

           

          Section 2.09.     CUSIP Numbers. 
The Company in issuing the Debentures may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of
redemption as a convenience to Debentureholders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Debentures or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Debentures, 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.

           

           

          
            
              
              

            

            
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          ARTICLE 3

          REDEMPTION
AND REPURCHASE OF DEBENTURES

           

          Section 3.01.     Redemption of
Debentures. 
The Company may not redeem any Debentures prior to _________.  On or
after _________, and prior to maturity, the Debentures may be redeemed at any
time or from time to time at the option of the Company, in whole or in
part.  Upon any redemption pursuant to this Section 3.01, the
Company shall provide the notice required by Section 3.02 hereof (which
notice may be revoked at any time prior to the time at which the Company or the
Trustee, as the case may be, has given such notice to Debentureholders) and
shall pay a redemption price in cash equal to 100% of the principal amount of
the Debentures being redeemed, together with accrued and unpaid Interest to, but
excluding, the date fixed for redemption; provided that if the date
fixed for redemption falls after a record date and on or prior to the
corresponding interest payment date, then the Interest payable on such interest
payment date shall be paid to the holders of record of the Debentures on the
applicable record date instead of the holders surrendering the Debentures for
redemption.

           

          Section 3.02.      Notice of Optional Redemption;
Selection of Debentures.   In
case the Company shall desire to exercise the right to redeem all or, as the
case may be, any part of the Debentures pursuant to Section 3.01, it shall
fix a date for redemption and it or, at its written request (which may be
revoked at any time prior to the time on which the Trustee has given notice to
the holders of the Debentures) received by the Trustee not fewer than forty-five
(45) days prior (or such shorter period of time as may be acceptable to the
Trustee) to the date fixed for redemption, the Trustee in the name of and at the
expense of the Company, shall mail or cause to be mailed a notice of such
redemption not fewer than thirty (30) nor more than sixty (60) days prior to the
redemption date to each holder of Debentures so to be redeemed as a whole or in
part at its last address as the same appears on the Debenture Register; provided that if the Company
shall give such notice, it shall also give written notice of the redemption date
to the Trustee.  Such mailing shall be by first class
mail.  The notice, if mailed in the manner herein provided, shall be
conclusively presumed to have been duly given, whether or not the holder
receives such notice.  In any case, failure to give such notice by
mail or any defect in the notice to the holder of any Debenture designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Debenture.  Concurrently
with the mailing of any such notice of redemption, the Company shall issue a
press release announcing such redemption, the form and content of which press
release shall be determined by the Company in its sole
discretion.  The failure to issue any such press release or any defect
therein shall not affect the validity of the redemption notice or any of the
proceedings for the redemption of any Debenture called for
redemption.

           

          Each such
notice of redemption shall specify the aggregate principal amount of Debentures
to be redeemed, the CUSIP number or numbers of the Debentures being redeemed,
the date fixed for redemption (which shall be a Business Day), the redemption
price at which Debentures are to be redeemed, the place or places of payment,
that payment will be made upon presentation and surrender of such Debentures,
that Interest accrued and unpaid to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date Interest thereon or
on the portion thereof to be redeemed will cease to accrue.  Such
notice shall also state the current Conversion Rate 

           

           

          
            
              
              

            

            
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          and the date on which the right to convert such Debentures or
portions thereof into Common Stock will expire.  If fewer than all the
Debentures are to be redeemed, the notice of redemption shall identify the
Debentures to be redeemed (including CUSIP numbers, if any).  In case
any Debenture is to be redeemed in part only, the notice of redemption shall
state the portion of the principal amount thereof to be redeemed and shall state
that, on and after the redemption date, upon surrender of such Debenture, a new
Debenture or Debentures in principal amount equal to the unredeemed portion
thereof will be issued.

           

          On or
prior to the redemption date specified in the notice of redemption given as
provided in this Section 3.02, the Company will deposit with the Trustee or
with one or more paying agents (or, if the Company is acting as its own paying
agent, set aside, segregate and hold in trust as provided in Section 6.04)
an amount of money in immediately available funds sufficient to redeem on the
redemption date all the Debentures (or portions thereof) so called for
redemption (other than those theretofore surrendered for conversion into Common
Stock) at the appropriate redemption price, together with accrued and unpaid
Interest to, but excluding, the redemption date; provided that if such
payment is made on the redemption date it must be received by the Trustee or
paying agent, as the case may be, by 10:00 a.m., New York City time, on such
date.  The Company shall be entitled to retain any interest, yield or
gain on amounts deposited with the Trustee or any paying agent pursuant to this
Section 3.02 in excess of amounts required hereunder to pay the redemption
price and accrued and unpaid Interest to, but excluding, the redemption
date.  If any Debenture called for redemption is converted pursuant
hereto prior to such redemption date, any money deposited with the Trustee or
any paying agent or so segregated and held in trust for the redemption of such
Debenture shall be paid to the Company upon its written request, or, if then
held by the Company, shall be discharged from such trust.  Whenever
any Debentures are to be redeemed, the Company will give the Trustee written
notice in the form of an Officers' Certificate not fewer than forty-five (45)
days (or such shorter period of time as may be acceptable to the Trustee) prior
to the redemption date as to the aggregate principal amount of Debentures to be
redeemed.

           

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

           

          Upon any
redemption of less than all of the Outstanding Debentures, the Company and the
Trustee may (but need not), solely for purposes of determining the pro rata
allocation among such Debentures as are unconverted and Outstanding at the time
of redemption, treat as Outstanding any Debentures surrendered for conversion
during the period of fifteen (15) days next preceding the mailing of a notice of
redemption and may (but need not) treat as Outstanding any Debenture


           

           

          
            
              
              

            

            
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          authenticated and delivered during such period in exchange for the
unconverted portion of any Debenture converted in part during such period.

           

          Section 3.03.    Payment of Debentures Called For
Redemption by the Company.   If
notice of redemption has been given as provided in Section 3.02, the
Debentures or portion of Debentures with respect to which such notice has been
given shall, unless converted into Common Stock pursuant to the terms hereof,
become due and payable on the date fixed for redemption and at the place or
places stated in such notice at the applicable redemption price, together with
Interest accrued and unpaid to (but excluding) the redemption date, and on and
after said date (unless the Company shall default in the payment of such
Debentures at the redemption price, together with Interest accrued to said date)
Interest on the Debentures or portion of Debentures so called for redemption
shall cease to accrue and, after the close of business on the Business Day
immediately preceding the redemption date (unless the Company shall default in
the payment of such Debentures at the redemption price, together with Interest
accrued to said date), such Debentures shall cease to be convertible into Common
Stock and, except as provided in Section 9.05 and Section 15.04, to be
entitled to any benefit or security under this Indenture, and the holders
thereof shall have no right in respect of such Debentures except the right to
receive the redemption price thereof and accrued and unpaid Interest to (but
excluding) the redemption date. On presentation and surrender of such Debentures
at a place of payment in said notice specified, the said Debentures or the
specified portions thereof shall be paid and redeemed by the Company at the
applicable redemption price, together with Interest accrued and unpaid thereon
to, but excluding, the redemption date.

           

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

           

          Notwithstanding
the foregoing, the Trustee shall not redeem any Debentures or mail any notice of
redemption during the continuance of a default in payment of Interest on the
Debentures.

           

          Section 3.04.    Conversion Arrangement on Call for
Redemption.   In
connection with any redemption of Debentures, the Company may arrange for the
purchase and conversion of any Debentures by an agreement with one or more
investment banks or other purchasers to purchase such Debentures by paying to
the Trustee in trust for the Debentureholders, on or before the date fixed for
redemption, an amount not less than the applicable redemption price, together
with Interest accrued and unpaid to, but excluding, the date fixed for
redemption, of such Debentures.  Notwithstanding anything to the
contrary contained in this Article 3, the obligation of the Company to pay
the redemption price of such Debentures, together with Interest accrued and
unpaid to, but excluding, the date fixed for redemption, 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, a copy of which
will be filed with the Trustee prior to the date fixed for redemption, any
Debentures 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 17) surrendered by such purchasers


           

           

          
            
              
              

            

            
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          for conversion, all as of immediately prior to the close of
business on the date fixed for redemption (and the right to convert any such
Debentures shall be extended through such time), subject to payment of the above
amount as aforesaid.  At the direction of the Company, the Trustee
shall hold and dispose of any such amount paid to it in the same manner as it
would monies deposited with it by the Company for the redemption of
Debentures.  Without the Trustee's prior written consent, no
arrangement between the Company and such purchasers for the purchase and
conversion of any Debentures shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Trustee as set forth in
this Indenture.

           

          Section 3.05.     Repurchase at Option of Holders Upon
a Designated Event.   (a) If
there shall occur a Designated Event at any time prior to maturity of the
Debentures, then each Debentureholder shall have the right, at such holder's
option, to require the Company to repurchase all of such holder's Debentures, or
any portion thereof that is a multiple of $1,000 principal amount, on a date
designated by the Company (the "Designated Event Repurchase
Date") that is not less than twenty (20) nor more than thirty-five (35)
Business Days after the date of the Designated Event Notice (as defined in
Section 3.05(b)) for such Designated Event (or, if such day is not a
Business Day, the next succeeding Business Day) at a repurchase price equal to
100% of the principal amount thereof, together with accrued and unpaid Interest
to, but excluding, the Designated Event Repurchase Date; provided that if such
Designated Event Repurchase Date falls after a record date and on or prior to
the corresponding interest payment date, then the Interest payable on such
interest payment date shall be paid to the holders of record of the Debentures
on the applicable record date instead of the holders surrendering the Debentures
for repurchase.

           

          (b)           On
or before the 20th day after the occurrence of a Designated Event, the Company
or at its written request (which must be received by the Trustee at least five
(5) Business Days prior to the date the Trustee is requested to give notice as
described below, unless the Trustee shall agree in writing to a shorter period),
the Trustee, in the name of and at the expense of the Company, shall mail or
cause to be mailed to all holders of record on the date of the Designated Event
a notice (the "Designated Event
Notice") of the occurrence of such Designated Event and of the repurchase
right at the option of the holders arising as a result thereof.  Such
notice shall be mailed in the manner and with the effect set forth in the first
paragraph of Section 3.02 (without regard for the time limits set forth
therein).  If the Company shall give such notice, the Company shall
also deliver a copy of the Designated Event Company Notice to the Trustee at
such time as it is mailed to Debentureholders.  Concurrently with the
mailing of any Designated Event Notice, the Company shall issue a press release
announcing such Designated Event referred to in the Designated Event Notice, the
form and content of which press release shall be determined by the Company in
its sole discretion, or (at the Company's sole election) the Company may publish
such information on its website or through such other public medium as the
Company shall use at such time.  The failure to issue any such press
release or otherwise publish such information or any defect therein shall not
affect the validity of the Designated Event Notice or any proceedings for the
repurchase of any Debenture that any Debentureholder may elect to have the
Company repurchase as provided in this Section 3.05.

           

           

          
            
              
              

            

            
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          Each
Designated Event Notice shall specify the circumstances constituting the
Designated Event, the Designated Event Repurchase Date, the price at which the
Company shall be obligated to repurchase Debentures, that the holder must
exercise the repurchase right on or prior to 5:00 p.m., New York City time, on
the Designated Event Repurchase Date (the "Designated Event Expiration
Time"), that the holder shall have the right to withdraw any Debentures
surrendered prior to the Designated Event Expiration Time, if the Debentures are
then convertible, that Debentures as to which an Option to Elect Repurchase Upon
a Designated Event has been given may be converted only if the Option to Elect
Repurchase Upon a Designated Event is withdrawn in accordance with the terms of
this Indenture, a description of the procedure that a Debentureholder must
follow to exercise such repurchase right and to withdraw any surrendered
Debentures, the place or places where the holder is to surrender such holder's
Debentures, the amount of Interest accrued and unpaid on each Debenture to the
Designated Event Repurchase Date and the CUSIP number or numbers of the
Debentures (if then generally in use).

           

          No
failure of the Company to give the foregoing notices and no defect therein shall
limit the Debentureholders' repurchase rights or affect the validity of the
proceedings for the repurchase of the Debentures pursuant to this
Section 3.05.

           

          (c)           Repurchases
of Debentures under this Section 3.05 shall be made, at the option of the
holder thereof, upon:

           

          (i)                 delivery
to the Trustee (or other paying agent appointed by the Company) by a holder of a
duly completed and executed notice (the "Option to Elect Repurchase Upon a
Designated Event") in the form set forth on the reverse of the Debenture
prior to the Designated Event Expiration Time; and

           

          (ii)                 delivery
or book-entry transfer of the Debentures to the Trustee (or other paying agent
appointed by the Company) at any time simultaneous with or after delivery of the
Option to Elect Repurchase Upon a Designated Event (together with all necessary
endorsements) at the Corporate Trust Office of the Trustee (or other paying
agent appointed by the Company) in the Borough of Manhattan as provided in
Section 6.02, such delivery being a condition to receipt by the holder of
the repurchase price therefor; provided that such repurchase price shall be so
paid pursuant to this Section 3.05 only if the Debenture so delivered to
the Trustee (or other paying agent appointed by the Company) shall conform in
all respects to the description thereof in the related Option to Elect
Repurchase Upon a Designated Event.

           

          The
Company shall purchase from the holder thereof, pursuant to this
Section 3.05, a portion of a Debenture, if the principal amount of such
portion is $1,000 or a whole multiple of $1,000.  Provisions of this
Indenture that apply to the purchase of all of a Debenture also apply to the
purchase of such portion of such Debenture.

           

          Upon
presentation of any Debenture repurchased in part only, the Company shall
execute and, upon the Company's written direction to the Trustee, the Trustee
shall authenticate and make available for delivery to the holder thereof, at the
expense of the Company, a new Debenture or 

           

           

          
            
              
              

            

            
              -23-

              
                

              

            

            
              
              

            

          

           

          Debentures, of authorized denominations, in aggregate principal
amount equal to the unredeemed portion of the Debentures presented.

           

          Notwithstanding
anything herein to the contrary, any holder delivering to the Trustee (or other
paying agent appointed by the Company) the Option to Elect Repurchase Upon a
Designated Event contemplated by this Section 3.05 shall have the right to
withdraw such Option to Elect Repurchase Upon a Designated Event at any time
prior to the Designated Event Expiration Time by delivery of a written notice of
withdrawal to the Trustee (or other paying agent appointed by the Company) in
accordance with Section 3.05(d) below.  Debentures in respect of
which an Option to Elect Repurchase Upon a Designated Event has been given by
the holder thereof may not be converted pursuant to Article 17 hereof on or
after the date of the delivery of such Option to Elect Repurchase Upon a
Designated Event unless such Option to Elect Repurchase Upon a Designated Event
has first been validly withdrawn.

           

          The
Trustee (or other paying agent appointed by the Company) shall promptly notify
the Company of the receipt by it of any Option to Elect Repurchase Upon a
Designated Event or written notice of withdrawal thereof.

           

          For a
Debenture, other than a Global Debenture to be so repurchased at the option of
the holder, the Company must receive at the office or agency of the Company
maintained for that purpose or, at the option of such holder, the Corporate
Trust Office, such Debenture with the form entitled "Option to Elect Repurchase Upon A
Designated Event" on the reverse thereof duly completed, together with
such Debentures duly endorsed for transfer, on or before the Designated Event
Expiration Time.  All questions as to the validity, eligibility
(including time of receipt) and acceptance of any Debenture for repurchase shall
be determined by the Company, whose determination shall be final and binding
absent manifest error.

           

          (d)           An
Option to Elect Repurchase Upon a Designated Event may be withdrawn by means of
a written notice of withdrawal delivered to the office of the Trustee (or other
paying agent appointed by the Company) in accordance with the Option to Elect
Repurchase Upon a Designated Event at any time prior to the Designated Event
Expiration Time, specifying:

           

          (i)                 the
certificate number, if any, of the Debenture in respect of which such notice of
withdrawal is being submitted, or the appropriate Depositary information if the
Debenture in respect of which such notice of withdrawal is being submitted is
represented by a Global Debenture,

           

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

           

          (iii)                 the
principal amount, if any, of such Debenture that remains subject to the original
Option to Elect Repurchase Upon a Designated Event and that has been or will be
delivered for purchase by the Company.

           

           

          
            
              
              

            

            
              -24-

              
                

              

            

            
              
              

            

          

           

          (e)           On
or prior to the Designated Event Repurchase Date, the Company shall deposit with
the Trustee or with one or more paying agents (or, if the Company is acting as
its own paying agent, set aside, segregate and hold in trust as provided in
Section 6.04) an amount of money sufficient to repurchase on the Designated
Event Repurchase Date all the Debentures to be repurchased on such date at the
appropriate repurchase price, together with accrued and unpaid Interest to, but
excluding, the Designated Event Repurchase Date; provided that if such
payment is made on the Designated Event Repurchase Date it must be received by
the Trustee or paying agent, as the case may be, by 10:00 a.m., New York City
time, on such date. Payment for Debentures surrendered for repurchase (and not
withdrawn) prior to the Designated Event Expiration Time will be made promptly
(but in no event more than five (5) Business Days) following the later of
(x) Designated Event Repurchase Date, and (y) the time of book-entry
transfer or delivery of the Debenture surrendered for repurchase, by
(i) mailing checks for the amount payable to the holders of such Debentures
entitled thereto as they shall appear in the Debenture Register or (ii) on
any Global Debenture by wire transfer of immediately available funds to the
account of the Depositary or its nominee.

           

          If on the
Business Day following the Designated Event Repurchase Date the Trustee (or
other paying agent appointed by the Company) holds money sufficient to
repurchase all the Debentures or portions thereof that are to be purchased as of
the Designated Event Repurchase Date, then as of the Designated Event Repurchase
Date (i) the Debentures will cease to be Outstanding, (ii) Interest on
the Debentures will cease to accrue, and (iii) all other rights of the
holders of such Debentures will terminate, whether or not book-entry transfer of
the Debentures has been made or the Debentures have been delivered to the
Trustee or paying agent, other than the right to receive the repurchase price
upon delivery of the Debentures.

           

          (f)           [Reserved].

           

          (g)           The
Company will comply with the provisions of Rule 13e-4, Rule 14e-1 and
any other tender offer rules under the Exchange Act to the extent applicable and
file a Schedule TO or any other required schedule or form under the Exchange Act
to the extent then applicable in connection with the repurchase rights of the
holders of Debentures in the event of a Designated Event.

           

          Section 3.06.  
  Repurchase of
Debentures by the Company at Option of the Holder.   Debentures
shall be purchased by the Company pursuant to the terms of the Debentures at the
option of the holder on each of __________, __________ and __________ (each a
"Repurchase Date"), at a
purchase price of 100% of the principal amount, plus any accrued and unpaid
Interest to, but excluding, the Repurchase Date.  Repurchases of
Debentures under this Section 3.06 shall be made, at the option of the
holder thereof, upon:

           

          (a)           delivery
to the Trustee (or other paying agent appointed by the Company) by a holder of a
duly completed notice (the "Repurchase Notice") in the
form set forth on the reverse of the Debenture during the period beginning at
any time from the opening of business on the date that is twenty (20) Business
Days prior to the Repurchase Date until the close of business on the Repurchase
Date; and

           

           

          
            
              
              

            

            
              -25-

              
                

              

            

            
              
              

            

          

           

          (b)           delivery
or book-entry transfer of the Debentures to the Trustee (or other paying agent
appointed by the Company) at any time after delivery of the Repurchase Notice
(together with all necessary endorsements) at the Corporate Trust Office of the
Trustee (or other paying agent appointed by the Company) in the Borough of
Manhattan as provided in Section 6.02, such delivery being a condition to
receipt by the holder of the purchase price therefor; provided that such purchase
price shall be so paid pursuant to this Section 3.06 only if the Debenture
so delivered to the Trustee (or other paying agent appointed by the Company)
shall conform in all respects to the description thereof in the related
Repurchase Notice.

           

          The
Company shall purchase from the holder thereof, pursuant to this
Section 3.06, a portion of a Debenture, if the principal amount of such
portion is $1,000 or a whole multiple of $1,000.  Provisions of this
Indenture that apply to the purchase of all of a Debenture also apply to the
purchase of such portion of such Debenture.

           

          Any
purchase by the Company contemplated pursuant to the provisions of this
Section 3.06 shall be consummated by the delivery of the consideration to
be received by the holder promptly following the later of the Repurchase Date
and the time of the book-entry transfer or delivery of the
Debenture.

           

          Notwithstanding
anything herein to the contrary, any holder delivering to the Trustee (or other
paying agent appointed by the Company) the Repurchase Notice contemplated by
this Section 3.06 shall have the right to withdraw such Repurchase Notice
at any time prior to 5:00 p.m., New York City time, on the Repurchase Date by
delivery of a written notice of withdrawal to the Trustee (or other paying agent
appointed by the Company) in accordance with Section 3.08.

           

          The
Trustee (or other paying agent appointed by the Company) shall promptly notify
the Company of the receipt by it of any Repurchase Notice or written notice of
withdrawal thereof.

           

          Section 3.07.     Company Repurchase
Notice.

           

          (a)           The
Debentures to be repurchased on the Repurchase Date pursuant to
Section 3.06 will be paid for in cash.

           

          At least
three (3) Business Days before the Company Repurchase Notice Date, the Company
shall deliver an Officers' Certificate to the Trustee specifying:

           

          (i)                 the
information required by Section 3.07(b) in the Company Repurchase Notice,
and

           

          (ii)                 whether
the Company desires the Trustee to give the Company Repurchase Notice required
by Section 3.07(b).

           

          (b)           In
connection with any repurchase of Debentures, the Company shall, no less than
twenty (20) Business Days prior to the Repurchase Date (the "Company Repurchase Notice
Date"), give notice to holders at their addresses shown in the Debenture
Register setting forth 

           

           

          
            
              
              

            

            
              -26-

              
                

              

            

            
              
              

            

          

           

          information specified in this Section 3.07(b) (the "Company Repurchase
Notice").  The Company will also give notice to beneficial
owners as required by applicable law.

           

          The
Company Repurchase Notice shall:

           

          (1)           state
the repurchase price and the Repurchase Date to which the Company Repurchase
Notice relates;

           

          (2)           include
a form of Repurchase Notice;

           

          (3)           state
the name and address of the Trustee (or other paying agent or conversion agent
appointed by the Company);

           

          (4)           state
that Debentures must be surrendered to the Trustee (or other paying agent
appointed by the Company) to collect the purchase price;

           

          (5)           if
the Debentures are then convertible, state that Debentures as to which a
Repurchase Notice has been given may be converted only if the Repurchase Notice
is withdrawn in accordance with the terms of this Indenture; and

           

          (6)           state
the CUSIP number of the Debentures.

           

          The
Company Repurchase Notice may be given by the Company or, at the Company's
request, the Trustee shall give such Company Repurchase Notice in the Company's
name and at the Company's expense.

           

          (c)           The
Company will comply with the provisions of Rule 13e-4, Rule 14e-1 and
any other tender offer rules under the Exchange Act to the extent applicable and
file a Schedule TO or any other required schedule or form under the Exchange Act
to the extent applicable in connection with the repurchase rights of the holders
of Debentures.

           

          Section 3.08.     Effect of Repurchase
Notice. 
Upon receipt by the Trustee (or other paying agent appointed by the Company) of
the Repurchase Notice specified in Section 3.06, the holder of the
Debenture in respect of which such Repurchase Notice was given shall (unless
such Repurchase Notice is validly withdrawn) thereafter be entitled to receive
solely the purchase price with respect to such Debenture.  Such
purchase price shall be paid to such holder, subject to receipt of funds and/or
Debentures by the Trustee (or other paying agent appointed by the Company),
promptly following the later of (x) the Repurchase Date with respect to
such Debenture (provided the holder has satisfied the conditions in
Section 3.06) and (y) the time of delivery of such Debenture to the
Trustee (or other paying agent appointed by the Company) by the holder thereof
in the manner required by Section 3.06.  Debentures in respect of
which a Repurchase Notice has been given by the holder thereof may not be
converted pursuant to Article 17 hereof on or after the date of the
delivery of such Repurchase Notice unless such Repurchase Notice has first been
validly withdrawn.

           

           

          
            
              
              

            

            
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          A
Repurchase Notice may be withdrawn by means of a written notice of withdrawal
delivered to the office of the Trustee (or other paying agent appointed by the
Company) in accordance with the Repurchase Notice at any time prior to 5:00
p.m., New York City time, on the Repurchase Date, specifying:

           

          (a)           the
certificate number, if any, of the Debenture in respect of which such notice of
withdrawal is being submitted, or the appropriate Depositary information if the
Debenture in respect of which such notice of withdrawal is being submitted is
represented by a Global Debenture,

           

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

           

          (c)           the
principal amount, if any, of such Debenture that remains subject to the original
Repurchase Notice and that has been or will be delivered for purchase by the
Company.

           

          Section 3.09.     Deposit of Purchase
Price. 
(a) On or prior to the Repurchase Date, the Company will deposit with the
Trustee or with one or more paying agents (or, if the Company is acting as its
own paying agent, set aside, segregate and hold in trust as provided in
Section 6.04) an amount of money sufficient to pay the aggregate purchase
price of all the Debentures or portions thereof that are to be purchased as of
the Repurchase Date; provided
that if such payment is made on the Repurchase Date it must be received
by the Trustee or paying agent, as the case may be, by 10:00 a.m. New York City
time, on such date.

           

          (b)           If
on the Business Day following the Repurchase Date the Trustee or other paying
agent appointed by the Company, or the Company if the Company is acting as the
paying agent, holds cash sufficient to pay the aggregate purchase price of all
the Debentures, or portions thereof that are to be purchased as of the
Repurchase Date, then as of the Repurchase Date (i) the Debentures will
cease to be Outstanding, (ii) Interest on the Debentures will cease to
accrue, and (iii) all other rights of the holders of such Debentures will
terminate, whether or not book-entry transfer of the Debentures has been made or
the Debentures have been delivered to the Trustee or paying agent, other than
the right to receive the repurchase price upon delivery of the
Debentures.

           

          Section 3.10.     Debentures Repurchased in
Part. 
Upon presentation of any Debenture repurchased only in part, the Company shall
execute and the Trustee shall authenticate and make available for delivery to
the holder thereof, at the expense of the Company, a new Debenture or
Debentures, of any authorized denomination, in aggregate principal amount equal
to the unrepurchased portion of the Debentures presented.

           

          Section 3.11.     Repayment to the
Company. 
The Trustee (or other paying agent appointed by the Company) shall return to the
Company any cash that remains unclaimed as provided in Section 12 of the
Debentures, together with Interest, if any, thereon, held by them for the
payment of the repurchase price; provided that to the extent
that the aggregate amount of cash deposited by the Company pursuant to
Section 3.02, Section 3.05 and Section 3.09 exceeds the aggregate
redemption price or purchase price, as the case may be, of the Debentures or
portions thereof that the Company is obligated to redeem or purchase as of the
redemption date, the Designated Event Repurchase Date 

           

           

          
            
              
              

            

            
              -28-

              
                

              

            

            
              
              

            

          

           

          or the Repurchase Date, as the case may be, then, unless otherwise
agreed in writing with the Company, promptly after the Business Day following
the redemption date, the Designated Event Repurchase Date or the Repurchase
Date, as the case may be, the Trustee shall return any such excess to the
Company together with interest, if any, thereon.

           

          Section 3.12.      Acceleration; Payments To
Debentureholders. 
In the event of the acceleration of the Debentures because of an Event of
Default, no payment or distribution shall be made to the Trustee or any holder
of Debentures in respect of the principal of or Interest on the Debentures
called for redemption in accordance with Section 3.02 or the Debentures
submitted for repurchase in accordance with Section 3.05 or
Section 3.06, as the case may be, as provided in this Indenture, until such
acceleration is rescinded in accordance with the terms of this
Indenture.

           

          Section 3.13.    
 No Sinking
Fund. 
The Debentures are not subject to redemption through the operation of any
sinking fund.

           

          ARTICLE 4

          SUBORDINATION
OF DEBENTURES

           

          Section 4.01.      Debentures Subordinate to Senior
Indebtedness. 
The Company covenants and agrees, and each holder of a Debenture, whether upon
original issue or upon registration of transfer, assignment or exchange hereof,
by his acceptance thereof, likewise covenants and agrees, that, to the extent
and in the manner hereinafter set forth in this Article 4, the indebtedness
represented by the Debentures and the payment of the principal amount and
Interest on all Debentures and all other amounts and claims owing on and with
respect to each and all of the Debentures (including, but not limited to, the
redemption price with respect to the Debentures called for redemption in
accordance with Section 3.02 or the repurchase price with respect to
Debentures submitted for repurchase in accordance with Section 3.05 or
Section 3.06, as the case may be, as provided in this Indenture) and all
obligations of the Company under this Indenture (collectively, the "Subordinated Obligations") are
hereby expressly made subordinate and junior in right of payment to the prior
payment in full in cash or other payment satisfactory to the holders of Senior
Indebtedness of all Senior Indebtedness and that said subordination is for the
benefit of the holders of Senior Indebtedness and they and or each of them
severally may enforce such subordination.  The Debentures will be
pari passu in right of
payment to all Senior Subordinated Indebtedness of the Company and senior in
right of payment to all Subordinated Indebtedness of the Company.

           

          Section 4.02.      Payment Over of Proceeds upon
Dissolution, Etc. 
In the event of (a) any dissolution, insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding in connection therewith, relative to the Company or to its
creditors, as such, or to its assets, or (b) any liquidation, dissolution
or other winding up of the Company, whether voluntary or involuntary and whether
or not involving insolvency or bankruptcy, or (c) any assignment for the
benefit of creditors or any other marshaling of assets and liabilities of the
Company, then and in any such event the holders of Senior Indebtedness shall be
entitled to receive payment in full in cash or other payment satisfactory to the
holders of Senior Indebtedness of all amounts due or to become due on or in
respect of all Senior Indebtedness before 

           

           

          
            
              
              

            

            
              -29-

              
                

              

            

            
              
              

            

          

           

          the holders of the Debentures are entitled to receive any payment
or distribution on account of the Subordinated Obligations (except that holders
of Debentures may receive and retain Permitted Junior Securities), and to that
end the holders of Senior Indebtedness or their representative or
representatives or the trustee or trustees under any indenture under which any
instruments evidencing any of such Senior Indebtedness may have been issued,
shall be entitled to receive from the liquidating trustee or agent or other
person making such payment or distribution, whether a trustee in bankruptcy, a
receiver or liquidating trustee or otherwise, ratably according to the aggregate
amounts remaining unpaid on account of the Senior Indebtedness held or
represented by each, to the extent necessary to make payment in full in cash of
all Senior Indebtedness remaining unpaid, for application to the payment
thereof, any payment or distribution of any kind or character, whether in cash,
property or securities, which may be payable or deliverable in respect of the
Subordinated Obligations in any such case, proceeding, dissolution, liquidation
or other winding up or event, assignment or marshalling (except that holders of
Debentures may receive and retain Permitted Junior Securities).

           

          The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the conveyance
or transfer of its properties and assets substantially as an entirety to another
Person upon the terms and conditions set forth in Article 14 shall not be
deemed a dissolution, winding up, liquidation, reorganization, assignment for
the benefit of creditors or marshaling of assets and liabilities of the Company
for the purposes of this Section 4.02 if the Person formed by such
consolidation or into which the Company is merged or which acquires by
conveyance or transfer such properties and assets substantially as an entirety,
as the case may be, shall, as a part of such consolidation, merger, conveyance
or transfer, comply with the conditions set forth in
Article 14.

           

          Section 4.03.     No Payment When Senior Indebtedness
in Default.

           

          (a)           The
Company may not make any payment of or distribution with respect to the
Subordinated Obligations nor may the Company acquire, defease or redeem any
Debentures if (i) a payment default on any Senior Indebtedness has occurred
and is continuing with respect thereto (unless and until such payment default
shall have been cured or waived in writing by the holders of such Senior
Indebtedness); or (ii) a default (other than a default referred to in the
preceding clause (i)) on any Senior Indebtedness occurs and is continuing
that permits holders of such Senior Indebtedness to accelerate the maturity
thereof and the default is the subject of judicial proceedings or the Trustee
receives a written notice of default thereof from any person who may give such
notice pursuant to the instrument evidencing or document governing such Senior
Indebtedness (a "Senior
Indebtedness Default Notice"); provided, however, that only
a holder of more than $10,000,000 of Senior Indebtedness (or a representative of
holders who collectively hold more than $10,000,000 of Senior Indebtedness) can
provide a Senior Indebtedness Default Notice. If the Company receives a Senior
Indebtedness Default Notice, then a similar notice received within nine months
thereafter relating to the same default on the same issue of Senior Indebtedness
shall not be effective for purposes of this Section 4.03.

           

           

          
            
              
              

            

            
              -30-

              
                

              

            

            
              
              

            

          

           

          The
Company may resume payment on the Debentures and may acquire Debentures if and
when (x) the default referred to in clause (i) or (ii) of the
preceding paragraph above is cured or waived in writing or ceases to exist; or
(y) in the case of a default referred to in clause (ii) of the
preceding paragraph, 179 or more days pass after the receipt by the Company of
the Senior Indebtedness Default Notice, and this Article 4 otherwise
permits the payment or acquisition at that time.

           

          Nothing
contained in this Article 4 or elsewhere in this Indenture or in any of the
Debentures shall prevent the conversion by a holder of any Debentures into
Common Stock in accordance with the provisions for conversion of such Debentures
set forth in this Indenture.

           

          (b)           In
the event of an acceleration of the Debentures as a result of an Event of
Default, then and in such event the Company shall promptly notify holders of
Senior Indebtedness of such acceleration. The Company may not pay the Debentures
until the earlier of (i) the passage of 120 or more days have passed after
such acceleration occurs or (ii) the payment in full in cash or other
payment satisfactory to the holders of Senior Indebtedness of all Senior
Indebtedness, and may thereafter pay the Debentures if this Article 4
permits the payment at that time.

           

          (c)           In
the event that, notwithstanding the foregoing provisions, any payment or
distribution of any kind or character, whether in cash, property or securities
(including, without limitation, by way of setoff or otherwise), prohibited by
this Article 4, shall be received by the Trustee or the holders of the
Debentures before all Senior Indebtedness is paid in full in cash or other
payment satisfactory to the holders of such Senior Indebtedness, such payment or
distribution shall be held in trust for the benefit of and shall be paid over or
delivered to the holders of Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any Senior Indebtedness may have been issued,
as their respective interests may appear for application to the payment of all
Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in cash or other payment satisfactory to the holders of
such Senior Indebtedness, after giving effect to any concurrent payment or
distribution, or provision therefor, to or for the holders of such Senior
Indebtedness.

           

          Section 4.04.      Payment Permitted If No
Default. 
Nothing contained in this Article 4 or any other provision relating to
subordination elsewhere in this Indenture or in any of the Debentures shall
prevent the Company, at any time except in the circumstances described in
Section 4.02 and Section 4.03, from making payments at any time of the
principal amount of the Debentures, Interest, the redemption price with respect
to the Debentures to be called for redemption in accordance with
Section 3.02 or the repurchase price with respect to Debentures submitted
for repurchase in accordance with Section 3.05 or Section 3.06, as the
case may be, as provided in this Indenture.

           

          Section 4.05.       Subrogation to Rights of Holders of
Senior Indebtedness. 
Subject to the payment in full of all Senior Indebtedness in cash, and until the
Debentures are paid in full, the holders of the Debentures shall be subrogated
(equally and ratably with the holders of all Senior Subordinated Indebtedness)
to the rights of the holders of such Senior Indebtedness to receive payments and
distributions of cash, property and securities applicable to the Senior
Indebtedness to 

           

           

          
            
              
              

            

            
              -31-

              
                

              

            

            
              
              

            

          

           

          the extent that payments and distributions otherwise payable to
holders of Debentures have been applied to the payment of Senior Indebtedness as
provided by this Article 4. For purposes of such subrogation, no payments
or distributions to the holders of the Senior Indebtedness of any cash, property
or securities to which the holders of the Debentures or the Trustee would be
entitled, except for the provisions of this Article 4, and no payments over
pursuant to the provisions of this Article 4 to the holders of Senior
Indebtedness by holders of the Debentures or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Indebtedness and the holders
of the Debentures, be deemed to be a payment or distribution by the Company to
or on account of the Debentures.

           

          Section 4.06.      Provisions Solely To Define Relative
Rights. 
The provisions of this Article 4 are and are intended solely for the
purpose of defining the relative rights of the holders of the Debentures on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article 4 or elsewhere in this Indenture or in the
Debentures is intended to or shall (a) impair, as among the Company, its
creditors other than holders of Senior Indebtedness and the holders of the
Debentures, the obligation of the Company, which is absolute and unconditional
(and which, subject to the rights under this Article 4 of the holders of
Senior Indebtedness, is intended to rank equally with all other general
obligations of the Company), to pay to the holders of the Debentures the
principal amount of the Debentures, Interest, the redemption price with respect
to the Debentures to be called for redemption in accordance with
Section 3.02 or the repurchase price with respect to Debentures submitted
for repurchase in accordance with Section 3.05 or Section 3.06, as the
case may be, as provided in this Indenture as and when the same shall become due
and payable in accordance with their terms; or (b) affect the relative
rights against the Company of the holders of the Debentures and creditors of the
Company other than the holders of Senior Indebtedness; or (c) prevent the
Trustee or the holder of any Debenture from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article 4 of the holders of Senior Indebtedness
to receive cash, property and securities otherwise payable or deliverable to the
Trustee or such holder.  If the Company fails, as a result of this
Article 4, to pay to the holders of the Debentures the principal amount of
the Debentures, Interest, the redemption price with respect to the Debentures to
be called for redemption in accordance with Section 3.02 or the repurchase
price with respect to Debentures submitted for repurchase in accordance with
Section 3.05 or Section 3.06, as the case may be, as provided in this
Indenture as and when the same shall become due and payable in accordance with
their terms, such failure shall still constitute a Default or an Event of
Default.

           

          Section 4.07.      Trustee To Effectuate
Subordination. 
Each holder of a Debenture by his acceptance thereof authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article 4 and appoints the
Trustee his attorney-in-fact for any and all such purposes.

           

          Section 4.08.       No Waiver of Subordination
Provisions. 
No right of any present or future holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any non-compliance
by the Company 

           

           

          
            
              
              

            

            
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          with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

           

          Without
in any way limiting the generality of the foregoing paragraph, the holders of
Senior Indebtedness may, at any time and from time to time, without the consent
of or notice to the Trustee or the holders of the Debentures, without incurring
responsibility to the holders of the Debentures and without impairing or
releasing the subordination provided in this Article 4 or the obligations
hereunder of the holders of the Debentures to the holders of Senior
Indebtedness, do any one or more of the following: (i) change the manner,
place or terms of payment or extend the time of payment of, or renew, exchange,
increase or alter, Senior Indebtedness, or otherwise amend, modify or supplement
in any manner Senior Indebtedness or any instrument evidencing the same or any
agreement under which Senior Indebtedness or any security thereof or guarantee
thereof is outstanding; (ii) sell, exchange, release, surrender, realize
upon, enforce or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Indebtedness; (iii) release any Person liable in
any manner for the collection of Senior Indebtedness; (iv) exercise or
refrain from exercising any rights against the Company and any other Person;
(v) apply any and all sums received from time to time to the Senior
Indebtedness; provided
that if any Senior Indebtedness is amended to provide that it shall be
subordinated to any other Senior Indebtedness, such amended Senior Indebtedness
shall no longer be considered Senior Indebtedness for purposes of this
Article 4.

           

          The
provisions of this Article 4 shall continue to be effective or be
reinstated as the case may be if at any time any payment of the Senior
Indebtedness is rescinded or must otherwise be returned by the holder thereof
upon the insolvency, bankruptcy or reorganization of the Company or otherwise,
all as though such payment had not been made.

           

          Section 4.09.      Notice to Trustee. 
The Company shall give prompt written notice to a Responsible Officer of the
Trustee of any fact known to the Company which would prohibit the making of any
payment to or by the Trustee in respect of the Debentures. Notwithstanding the
provisions of this Article 4 or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts which
would prohibit the making of any payment to or distribution by the Trustee in
respect of the Debentures, unless and until a Responsible Officer of the Trustee
shall have received written notice thereof from the Company or a holder of
Senior Indebtedness or from any trustee therefor; and, prior to the receipt of
any such written notice, the Trustee, subject to the provisions of
Section 9.01, shall be entitled in all respects to assume that no such
facts exist; provided,
however, that if the Trustee shall not have received the notice provided
for in this Section 4.09 at least two Business Days prior to the date upon
which by the terms hereof any money may become payable for any purpose, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it within two Business Days
prior to such date.

           

          Subject
to the provisions of Section 9.01, the Trustee shall be entitled to rely
conclusively on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Indebtedness (or a trustee therefor) to
establish that such notice has been given by a holder of Senior 

           

           

          
            
              
              

            

            
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          Indebtedness (or a trustee therefor). In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior Indebtedness to participate in
any payment or distribution pursuant to this Article 4 (although the
Trustee is not obligated to make such determination), the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Indebtedness held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such Person under this Article 4,
and if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

           

          Section 4.10.     Reliance on Judicial Order or
Certificate of Liquidating Agent. 
Upon any payment or distribution of assets of the Company referred to in this
Article 4, the Trustee, subject to the provisions of Section 9.01, and
the holders of the Debentures shall be entitled to conclusively rely upon any
order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the holders of Debentures, for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this
Article 4.

           

          Section 4.11.     Trustee Not Fiduciary for Holders of
Senior Indebtedness. 
The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness and (subject to Section 4.09 hereof) shall not be
liable to any such holders if it shall in good faith mistakenly pay over or
distribute to holders of Debentures or to the Company or to any other Person
cash, property or securities to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article 4 or otherwise.

           

          Section 4.12.      Rights of Trustee as Holder of
Senior Indebtedness; Preservation of Trustee's Rights. 
The Trustee in its individual capacity shall be entitled to all the rights set
forth in this Article 4 with respect to any Senior Indebtedness which may
at any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

           

          Nothing
in this Article 4 shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 9.06.

           

          Section 4.13.     Article Applicable to Paying
Agents. 
In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article 4 shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article 4 in addition to or in place of the 

           

           

          
            
              
              

            

            
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          Trustee; provided, however, that
Section 4.12 shall not apply to the Company or any Affiliate of the Company
if it or such Affiliate acts as Paying Agent.

           

          Section 4.14.    
 No Senior Subordinated
Indebtedness. 
The Company shall not, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to any indebtedness that is subordinate or junior in
right of payment to any Senior Indebtedness and senior in right of payment to
the Debentures.

           

          ARTICLE 5

          [RESERVED]

           

          ARTICLE 6

          PARTICULAR
COVENANTS OF THE COMPANY

           

          Section 6.01.     Payment of Principal and
Interest. 
The Company covenants and agrees that it will duly and punctually pay or cause
to be paid the principal of (including the redemption price upon redemption or
the repurchase price upon repurchase, in each case pursuant to Article 3),
and Interest, on each of the Debentures at the places, at the respective times
and in the manner provided herein and in the Debentures.

           

          Section 6.02.     Maintenance of Office or
Agency. 
The Company will maintain an office or agency in the Borough of Manhattan, the
City of New York, where the Debentures may be surrendered for registration of
transfer or exchange or for presentation for payment or for conversion,
redemption or repurchase and where notices and demands to or upon the Company in
respect of the Debentures and this Indenture may be served.  The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency not designated or appointed by
the Trustee.  If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office or the corporate trust office of the
Trustee in The Borough of Manhattan, which office is located at: U.S. Bank
National Association, Attention: ____________________________.

           

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

           

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

           

          So long
as the Trustee is the Debenture Registrar, the Trustee agrees to mail, or cause
to be mailed, the notices set forth in Section 9.10(a) and the third
paragraph of Section 9.11.  If co-

           

           

          
            
              
              

            

            
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          registrars have been appointed in accordance with this Section,
the Trustee shall mail such notices only to the Company and the holders of
Debentures it can identify from its records.

           

          Section 6.03.     Appointments to Fill Vacancies in
Trustee's Office. 
The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 9.10, a Trustee,
so that there shall at all times be a Trustee hereunder.

           

          Section 6.04.     Provisions as to Paying
Agent. 
(a) If the Company shall appoint a paying agent other than the Trustee, or
if the Trustee shall appoint such a paying agent, the Company will cause such
paying agent to execute and deliver to the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of this
Section 6.04:

           

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

           

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

           

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

           

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

           

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

           

          (c)           Anything
in this Section 6.04 to the contrary notwithstanding, the Company may, at
any time, for the purpose of obtaining a satisfaction and discharge of this
Indenture, or for any other reason, pay or cause to be paid to the Trustee all
sums held in trust by the Company or any paying agent hereunder as required by
this Section 6.04, such sums to be held by the Trustee upon the trusts
herein contained and upon such payment by the Company or any paying agent to the
Trustee, the Company or such paying agent shall be released from all further
liability with respect to such sums.

           

           

          
            
              
              

            

            
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          (d)           Anything
in this Section 6.04 to the contrary notwithstanding, the agreement to hold
sums in trust as provided in this Section 6.04 is subject to
Sections 15.03 and 15.04.

           

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

           

          Section 6.05.     Existence. 
Subject to Article 14, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate
existence.

           

          Section 6.06.      [Reserved]

           

          Section 6.07.       Stay, Extension and Usury
Laws. 
The Company covenants (to the extent that it may lawfully do so) that it shall
not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law or other law that
would prohibit or forgive the Company from paying all or any portion of the
principal of or Interest on the Debentures as contemplated herein, wherever
enacted, now or at any time hereafter in force, or that may affect the covenants
or the performance of this Indenture and the Company (to the extent it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

           

          Section 6.08.      Compliance
Certificate. 
The Company shall deliver to the Trustee, within one hundred twenty (120) days
after the end of each fiscal year of the Company (beginning with the fiscal year
ended December 31, 20__), a certificate signed by either the principal
executive officer, principal financial officer or principal accounting officer
of the Company, stating whether or not to the knowledge of the signer thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and the status thereof
of which the signer may have knowledge.

           

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

           

          Any
notice required to be given under this Section 6.08 shall be delivered to a
Responsible Officer of the Trustee at its Corporate Trust Office.

           

           

          
            
              
              

            

            
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          ARTICLE 7

          DEBENTUREHOLDERS'
LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

           

          Section 7.01.      Debentureholders'
Lists. 
The Company covenants and agrees that it will furnish or cause to be furnished
to the Trustee, semiannually, not more than fifteen (15) days after each ______
and _______ in each year beginning with ____________, and at such other times as
the Trustee may request in writing, within thirty (30) days after receipt by the
Company of any such request (or such lesser time as the Trustee may reasonably
request in order to enable it to timely provide any notice to be provided by it
hereunder), a list in such form as the Trustee may reasonably require of the
names and addresses of the holders of Debentures as of a date not more than
fifteen (15) days (or such other date as the Trustee may reasonably request in
order to so provide any such notices) prior to the time such information is
furnished, except that no such list need be furnished by the Company to the
Trustee so long as the Trustee is acting as the sole Debenture
Registrar.

           

          Section 7.02.      Preservation And Disclosure Of
Lists. 
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Debentures contained in the most recent list furnished to it as provided in
Section 7.01 or maintained by the Trustee in its capacity as Debenture
Registrar or co-registrar in respect of the Debentures, if so
acting.  The Trustee may destroy any list furnished to it as provided
in Section 7.01 upon receipt of a new list so furnished.

           

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

           

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

           

          Section 7.03.     Reports By
Trustee. 
(a) Within (        ) days after _____
of each year commencing with the year ____, the Trustee shall transmit to
holders of Debentures such reports dated as of _____ of the year in which such
reports are made concerning the Trustee and its actions under this Indenture as
may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto.  In the event that no events have
occurred under the applicable sections of the Trust Indenture Act the Trustee
shall be under no duty or obligation to provide such reports.

           

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

           

          Section 7.04.       Reports by
Company. 
The Company shall file with the Trustee (and the Commission if at any time after
the Indenture becomes qualified under the Trust Indenture Act), and


           

           

          
            
              
              

            

            
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          transmit, or cause the Trustee to transmit, to holders of
Debentures, such information, documents and other reports and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act, whether or not the Debentures are
governed by such Act; provided
that any such information, documents or reports required to be filed with
the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be
filed with the Trustee within fifteen (15) days after the same is so required to
be filed with the Commission.  Delivery of such reports, information
and documents to the Trustee is for informational purposes only and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on an Officers'
Certificates).  All required information, documents and other reports
referred to in this Section 7.04 shall be deemed filed with the Trustee and
transmitted to the Debentureholders at the time such information, documents or
other reports are publicly filed with the Commission via the Commission's EDGAR
and/or IDEA filing system (or any successor system).

           

          


           

          ARTICLE 8

          REMEDIES
OF THE TRUSTEE AND DEBENTUREHOLDERS ON AN EVENT OF DEFAULT

           

          Section 8.01.      Events Of Default. 
In case one or more of the following Events of Default (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body) shall have occurred and be continuing:

           

          (a)           default
in the payment of the principal of any of the Debentures as and when the same
shall become due and payable either at maturity or in connection with any
redemption or repurchase, by acceleration or otherwise; or

           

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

           

          (c)           default
in the Company's obligation to deliver Common Stock, cash or other property
following the exercise by the holder of the Debentures of the right to convert
such Debentures pursuant to and in accordance with Article 17 and the
continuance of such default for a period of ten (10) Business Days;
or

           

          (d)           default
in the Company's obligation to provide a Designated Event Notice as provided in
Section 3.05; or

           

          (e)           default
in the payment of indebtedness for borrowed money, when due at stated maturity
or upon acceleration, by the Company or any Significant Subsidiary of the
Company, 

           

           

          
            
              
              

            

            
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          where the
aggregate principal amount with respect to which the default has occurred
exceeds $__________ and such indebtedness has not been discharged or such
acceleration has not been rescinded or annulled within a period of sixty (60)
days after written notice of such failure, requiring the Company to remedy the
same, shall have been given to the Company by the Trustee, or to the Company and
the Trustee by the holders of at least 25% in aggregate principal amount of the
Debentures at the time Outstanding determined in accordance with
Section 10.04; or

           

          (f)           any
judgment or decree for the payment of money in excess of $_________ is entered
against the Company, or any Significant Subsidiary of the Company, remains
outstanding for a period of 60 days following entry of such judgment and is not
discharged, bonded, waived or stayed within 30 days after written
notice;

           

          (g)           [Reserved];

           

          (h)           default
in the performance by the Company of any other of the covenants or agreements on
the part of the Company in the Debentures or in this Indenture (other than a
covenant or agreement a default in whose performance or whose breach is
elsewhere in this Section 8.01 specifically dealt with) continued for a
period of ninety (90) days after the date on which written notice of such
failure, requiring the Company to remedy the same, shall have been given to the
Company by the Trustee, or the Company and a Responsible Officer of the Trustee
by the holders of at least twenty-five percent (25%) in aggregate principal
amount of the Debentures at the time Outstanding determined in accordance with
Section 10.04; or

           

          (i)           the
Company shall commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to the Company or its debts under
any bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of the Company or any substantial part of the property of the
Company, or shall consent to any such relief or to the appointment of or taking
possession by any such official in an involuntary case or other proceeding
commenced against the Company, or shall make a general assignment for the
benefit of creditors, or shall fail generally to pay its debts as they become
due; or

           

          (j)           an
involuntary case or other proceeding shall be commenced against the Company
seeking liquidation, reorganization or other relief with respect to the Company
or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of the Company or any
substantial part of the property of the Company, and such involuntary case or
other proceeding shall remain undismissed and unstayed for a period of sixty
(60) consecutive days;

           

          then, and
in each and every such case (other than an Event of Default specified in
Section 8.01(i) or 8.01(j)), unless the principal of all of the Debentures
shall have already become due and payable, either the Trustee or the holders of
not less than twenty-five percent (25%) in aggregate principal amount of the
Debentures then Outstanding hereunder determined in accordance with
Section 10.04, by notice in writing to the Company (and to the Trustee if
given by Debentureholders), may declare the principal of all the Debentures and
the Interest accrued and unpaid thereon to be due and payable 

           

           

          
            
              
              

            

            
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          immediately,
and upon any such declaration the same shall become and shall be immediately due
and payable, anything in this Indenture or in the Debentures contained to the
contrary notwithstanding.  If an Event of Default specified in
Section 8.01(i) or 8.01(j) occurs, the principal of all the Debentures and
the Interest accrued and unpaid thereon shall be immediately and automatically
due and payable without necessity of further action.  This provision,
however, is subject to the conditions that if, at any time after the principal
of the Debentures shall have been so declared due and payable, and before any
judgment or decree for the payment of the monies due shall have been obtained or
entered as hereinafter provided, the Company shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of Interest upon all
Debentures and the principal of any and all Debentures that shall have become
due otherwise than by acceleration (with interest on overdue installments of
Interest (to the extent that payment of such interest is enforceable under
applicable law) and on such principal at the rate borne by the Debentures, to
the date of such payment or deposit) and amounts due to the Trustee pursuant to
Section 9.06, and if any and all defaults under this Indenture, other than
the nonpayment of principal of and accrued and unpaid Interest on Debentures
that shall have become due by acceleration, shall have been cured or waived
pursuant to Section 8.07, then and in every such case the holders of a
majority in aggregate principal amount of the Debentures then Outstanding, by
written notice to the Company and to the Trustee, may waive all defaults or
Events of Default and rescind and annul such declaration and its consequences;
but no such waiver or rescission and annulment shall extend to or shall affect
any subsequent default or Event of Default, or shall impair any right consequent
thereon.  The Company shall notify in writing a Responsible Officer of
the Trustee, promptly upon becoming aware thereof, of any Event of
Default.

           

          Notwithstanding
the foregoing, the Company may, at its option, elect that the sole remedy for an
Event of Default relating to its failure to comply with the Company's obligation
to file annual or quarterly reports in accordance with this Indenture or to
comply with the requirements of Section 314(a)(1) of the Trust Indenture
Act (a "Filing Failure")
shall for the first (        ) days
after the occurrence of such Event of Default (the “Extension Period”) consist
exclusively of the right to receive a fee (the "Extension Fee") accruing at
the rate of       % per annum of the aggregate
principal amount of Debentures that are then outstanding, on the terms and in
the manner described below. Any Extension Fee shall be paid on the same times
and in the same manner as interest shall be paid in accordance with this
Indenture.  The Extension Fee shall accrue on the Debentures that are
then outstanding from the first day of the Event of Default to, but excluding,
the earlier of (i) the date on which the Company has made the filings
initially giving rise to the Filing Failure and (ii) the date that
is (        ) days after the occurrence
of the Event of Default.  The Company must give written notice of its
election to pay the Extension Fee prior to the occurrence of the Event of
Default. On the         day after such
Event of Default (if the Event of Default relating to the reporting obligations
is not cured or waived prior to such       
 day), the Debentures shall be subject to acceleration as provided in this
Section 8.01. This right shall not affect the rights of holders of Debentures if
any other Event of Default occurs under the Indenture. If the Company does not
pay the Extension Fee on a timely basis in accordance with this Section 8.01,
the Debentures shall be subject to acceleration as provided in this Section
8.01. Notwithstanding the foregoing, if an additional Filing Failure occurs
during an Extension Period, the Debentures will be subject to acceleration for
such additional Filing Failure at the end of the Extension Period for the


           

           

          
            
              
              

            

            
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          first Filing Failure to the extent it has not been remedied before
the end of the first Extension Period, provided, however that to the
extent the Company has agreed to pay an additional Extension Fee in accordance
with the terms of this Section 8.01 as to such additional Filing Failure,
and the first Filing Failure has been remedied before the end of the first
Extension Period, the Debentures will not be subject to acceleration until the
end of the additional Extension Period as to such additional Filing
Failure.  For the avoidance of doubt, notwithstanding the occurrence
of multiple concurrent Filing Failures, the Extension Fee shall not exceed the
rate provided for in the first sentence of this paragraph.

           

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

           

          Section 8.02.      Payments of Debentures on Default;
Suit Therefor. 
The Company covenants that (a) in case default shall be made in the payment
of any installment of Interest upon any of the Debentures as and when the same
shall become due and payable, and such default shall have continued for a period
of thirty (30) days, or (b) in case default shall be made in the payment of
the principal of any of the Debentures as and when the same shall have become
due and payable, whether at maturity of the Debentures or in connection with any
redemption or repurchase, by acceleration or otherwise, then, upon demand of the
Trustee, the Company will pay to the Trustee, for the benefit of the holders of
the Debentures, the whole amount that then shall have become due and payable on
all such Debentures for principal and Interest, as the case may be, with
interest upon the overdue principal and (to the extent that payment of such
interest is enforceable under applicable law) upon the overdue installments of
Interest at the rate borne by the Debentures and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other amounts due the Trustee under
Section 9.06.  Until such demand by the Trustee, the Company may
pay the principal of and Interest on the Debentures to the registered holders,
whether or not the Debentures are overdue.

           

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

           

          In case
there shall be pending proceedings for the bankruptcy or for the reorganization
of the Company or any other obligor on the Debentures under Title 11 of the
United States Code, or any 

           

           

          
            
              
              

            

            
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          other applicable law, or in case a receiver, assignee or trustee
in bankruptcy or reorganization, liquidator, sequestrator or similar official
shall have been appointed for or taken possession of the Company or such other
obligor, the property of the Company or such other obligor, or in the case of
any other judicial proceedings relative to the Company or such other obligor
upon the Debentures, or to the creditors or property of the Company or such
other obligor, the Trustee, irrespective of whether the principal of the
Debentures shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section 8.02, shall be entitled and
empowered, by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the whole amount of principal and Interest owing and unpaid
in respect of the Debentures, and, in case of any judicial proceedings, to file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and of the Debentureholders
allowed in such judicial proceedings relative to the Company or any other
obligor on the Debentures, its or their creditors, or its or their property, and
to collect and receive any monies or other property payable or deliverable on
any such claims, and to distribute the same after the deduction of any amounts
due the Trustee under Section 9.06, and to take any other action with
respect to such claims, including participating as a member of any official
committee of creditors, as it reasonably deems necessary or advisable, and,
unless prohibited by law or applicable regulations, and any receiver, assignee
or trustee in bankruptcy or reorganization, liquidator, custodian or similar
official is hereby authorized by each of the Debentureholders 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 Debentureholders, to pay to the Trustee
any amount due it for reasonable compensation, expenses, advances and
disbursements, including counsel fees and expenses incurred by it up to the date
of such distribution.  To the extent that such payment of reasonable
compensation, expenses, advances and disbursements out of the estate in any such
proceedings shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends,
monies, securities and other property that the holders of the Debentures may be
entitled to receive in such proceedings, whether in liquidation or under any
plan of reorganization or arrangement or otherwise.

           

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

           

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

           

          Section 8.03.      Application of Monies Collected By
Trustee. 
Any monies collected by the Trustee pursuant to this Article 8 shall be
applied in the order following, at the date or dates fixed by 

           

           

          
            
              
              

            

            
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          the Trustee for the distribution of such monies, upon presentation
of the several Debentures, and stamping thereon the payment, if only partially
paid, and upon surrender thereof, if fully paid:

           

          FIRST: To
the payment of all amounts due the Trustee under Section 9.06;

           

          SECOND:  Subject
to the provisions of Article 4, in case the principal of the Outstanding
Debentures shall not have become due and be unpaid, to the payment of Interest
on the Debentures in default in the order of the maturity of the installments of
such Interest, with interest (to the extent that such interest has been
collected by the Trustee) upon the overdue installments of Interest at the rate
borne by the Debentures, such payments to be made ratably to the Persons
entitled thereto;

           

          THIRD:  Subject
to the provisions of Article 4, in case the principal of the Outstanding
Debentures shall have become due, by declaration or otherwise, and be unpaid to
the payment of the whole amount then owing and unpaid upon the Debentures for
principal and Interest, with interest on the overdue principal and (to the
extent that such interest has been collected by the Trustee) upon overdue
installments of Interest at the rate borne by the Debentures, and in case such
monies shall be insufficient to pay in full the whole amounts so due and unpaid
upon the Debentures, then to the payment of such principal and Interest without
preference or priority of principal over Interest, or of Interest over
principal, or of any installment of Interest over any other installment of
Interest, or of any Debenture over any other Debenture, ratably to the aggregate
of such principal and accrued and unpaid Interest; and

           

          FOURTH:  Subject
to the provisions of Article 4, to the payment of the remainder, if any, to
the Company or any other Person lawfully entitled thereto.

           

          Section 8.04.     Proceedings by
Debentureholder. 
No holder of any Debenture shall have any right by virtue of or by reference to
any provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture, or for the
appointment of a receiver, trustee, liquidator, custodian or other similar
official, or for any other remedy hereunder, unless such holder previously shall
have given to the Trustee written notice of an Event of Default and of the
continuance thereof, as hereinbefore provided, and unless also the holders of
not less than twenty-five percent (25%) in aggregate principal amount of the
Debentures then Outstanding shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable security or indemnity as
it may require against the costs, expenses and liabilities to be incurred
therein or thereby, and the Trustee for sixty (60) days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding and no direction inconsistent with
such written request shall have been given to the Trustee during such sixty day
period pursuant to Section 8.07; it being understood and intended, and
being expressly covenanted by the taker and holder of every Debenture with every
other taker and holder and the Trustee, that no one or more holders of
Debentures shall have any right in any manner whatever by virtue of or by
reference to any provision of this Indenture to affect, disturb or prejudice the
rights of any other holder of Debentures, or to obtain or seek to obtain
priority over or preference to any other such holder, or to enforce any right
under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all holders of Debentures (except as 

           

           

          
            
              
              

            

            
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          otherwise provided herein).  For the protection and
enforcement of this Section 8.04, each and every Debentureholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

           

          Notwithstanding
any other provision of this Indenture and any provision of any Debenture, the
right of any holder of any Debenture to receive payment of the principal of
(including the redemption price or repurchase price upon redemption or
repurchase pursuant to Article 3), and accrued and unpaid Interest on such
Debenture, on or after the respective due dates expressed in such Debenture or
in the event of redemption or repurchase, or to institute suit for the
enforcement of any such payment on or after such respective dates against the
Company shall not be impaired or affected without the consent of such
holder.

           

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

           

          Section 8.05.      Proceedings By
Trustee. 
In case of an Event of Default, the Trustee may, in its discretion, proceed to
protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as are necessary to protect and enforce any of
such rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

           

          Section 8.06.       Remedies Cumulative And
Continuing. 
Except as provided in Section 2.06, all powers and remedies given by this
Article 8 to the Trustee or to the Debentureholders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any thereof or of
any other powers and remedies available to the Trustee or the holders of the
Debentures, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture, and no
delay or omission of the Trustee or of any holder of any of the Debentures to
exercise any right or power accruing upon any default or Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or any acquiescence
therein, and, subject to the provisions of Section 8.04, every power and
remedy given by this Article 8 or by law to the Trustee or to the
Debentureholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Debentureholders.

           

          Section 8.07.   
  Direction of
Proceedings and Waiver of Defaults By Majority of
Debentureholders. 
The holders of a majority in aggregate principal amount of the Debentures at the
time Outstanding determined in accordance with Section 10.04 shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee; provided
that (a) such direction shall not be in conflict with any rule of law or
with this Indenture, (b) the Trustee may take any other action that is not
inconsistent with such direction, (c) the Trustee may decline to take any
action that would 

           

           

          
            
              
              

            

            
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          benefit some Debentureholder to the detriment of other
Debentureholders and (d) the Trustee may decline to take any action that,
in the reasonable opinion of the trustee, could reasonably be expected to
involve the Trustee in personal liability.  The holders of a majority
in aggregate principal amount of the Debentures at the time Outstanding
determined in accordance with Section 10.04 may, on behalf of the holders
of all of the Debentures, waive any past default or Event of Default hereunder
and its consequences except (i) a default in the payment of Interest on, or
the principal of, the Debentures, (ii) a failure by the Company to convert
any Debentures into Common Stock, (iii) a default in the payment of the
redemption price pursuant to Article 3, (iv) a default in the payment
of the repurchase price pursuant to Article 3 or (v) a default in
respect of a covenant or provisions hereof that under Article 12 cannot be
modified or amended without the consent of the holders of each or all Debentures
then Outstanding or affected thereby.  Upon any such waiver, the
Company, the Trustee and the holders of the Debentures shall be restored to
their former positions and rights hereunder; but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon.  Whenever any default or Event of Default
hereunder shall have been waived as permitted by this Section 8.07, said
default or Event of Default shall for all purposes of the Debentures and this
Indenture be deemed to have been cured and to be not continuing; but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.

           

          Section 8.08.     Notice of
Defaults. 
The Trustee shall, within ninety (90) days after a Responsible Officer of the
Trustee has knowledge of the occurrence of a default, mail to all
Debentureholders, as the names and addresses of such holders appear upon the
Debenture Register, notice of all defaults known to a Responsible Officer,
unless such defaults shall have been cured or waived before the giving of such
notice; provided that
except in the case of default in the payment of the principal of or Interest on
any of the Debentures, the Trustee shall be protected in withholding such notice
if and so long as a trust committee of directors and/or Responsible Officers of
the Trustee in good faith determines that the withholding of such notice is in
the interests of the Debentureholders.

           

          Section 8.09.     Undertaking To Pay
Costs. 
All parties to this Indenture agree, and each holder of any Debenture by his
acceptance thereof shall be deemed to have agreed, that any court may, in its
discretion, require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party
litigant; provided that
the provisions of this Section 8.09 (to the extent permitted by law) shall
not apply to any suit instituted by the Trustee, to any suit instituted by any
Debentureholder, or group of Debentureholders, holding in the aggregate more
than ten percent (10%) in principal amount of the Debentures at the time
Outstanding determined in accordance with Section 10.04, or to any suit
instituted by any Debentureholder for the enforcement of the payment of the
principal of or Interest on any Debenture on or after the due date expressed in
such Debenture or to any suit for the enforcement of the right to convert any
Debenture in accordance with the provisions of Article 17.

           

           

          
            
              
              

            

            
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          ARTICLE 9

          THE
TRUSTEE

           

          Section 9.01.     Duties and Responsibilities of
Trustee. 
The Trustee, prior to the occurrence of an Event of Default and after the curing
of all Events of Default that may have occurred, undertakes to perform such
duties and only such duties as are specifically set forth in this
Indenture.  In case an Event of Default has occurred (which has not
been cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

           

          No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own grossly negligent action, its own negligent failure to act
or its own willful misconduct, except that:

           

          (a)           prior
to the occurrence of an Event of Default and after the curing or waiving of all
Events of Default that may have occurred:

           

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

           

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

           

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

           

          (c)           the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the written direction of the
holders of not less than a majority in principal amount of the Debentures at the
time Outstanding determined as provided in Section 10.04 relating to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture;

           

           

          
            
              
              

            

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

           

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

           

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

           

          (g)           the
Trustee shall not be deemed to have knowledge of any Event of Default hereunder
unless it shall have been notified in writing of such Event of Default by the
Company or the holders of at least 10% in aggregate principal amount of the
Debentures.

           

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

           

          Section 9.02.      Reliance on Documents, Opinions,
Etc. 
Except as otherwise provided in Section 9.01:

           

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

           

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

           

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

           

          (d)           the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the
Debentureholders pursuant to the provisions of this Indenture, unless such
Debentureholders shall have offered to the 

           

           

          
            
              
              

            

            
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          Trustee reasonable security or indemnity satisfactory to it
against the costs, expenses and liabilities that may be incurred therein or
thereby;

           

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

           

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

           

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

           

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

           

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

           

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

           

          Section 9.03.      No Responsibility For Recitals,
Etc. 
The recitals contained herein and in the Debentures (except in the Trustee's
certificate of authentication) shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for the correctness of the
same.  The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debentures.  The Trustee shall
not be accountable for the use or application by the Company of any Debentures
or the proceeds of any Debentures authenticated and delivered by the Trustee in
conformity with the provisions of this Indenture.

           

          Section 9.04.      Trustee, Paying Agents, Conversion
Agents or Registrar May Own Debentures. 
The Trustee, any paying agent, any conversion agent or Debenture Registrar, in
its individual or any other capacity, may become the owner or pledgee of
Debentures with the same rights it would have if it were not Trustee, paying
agent, conversion agent or Debenture Registrar.

           

           

          
            
              
              

            

            
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          Section 9.05.      Monies to Be Held in
Trust. 
Subject to the provisions of Section 15.04, all monies received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received.  Money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent
required by law.  The Trustee shall be under no liability for interest
on any money received by it hereunder except as may be agreed in writing from
time to time by the Company and the Trustee.

           

          Section 9.06.      Compensation and Expenses of
Trustee. 
The Company covenants and agrees to pay to the Trustee from time to time, and
the Trustee shall be entitled to, such compensation for all services rendered by
it hereunder in any capacity (which shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust) as mutually
agreed to from time to time in writing between the Company and the Trustee, and
the Company will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances reasonably incurred or made by
the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all Persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence, willful misconduct,
recklessness or bad faith.  The Company also covenants to indemnify
the Trustee and any predecessor Trustee (or any officer, director or employee of
the Trustee), in any capacity under this Indenture and its agents and any
authenticating agent for, and to hold them harmless against, any and all loss,
liability, damage, claim or expense including taxes (other than franchise taxes
and taxes based on the income of the Trustee) incurred without negligence,
willful misconduct, recklessness or bad faith on the part of the Trustee or such
officers, directors, employees and agent or authenticating agent, as the case
may be, and arising out of or in connection with the acceptance or
administration of this trust or in any other capacity hereunder, including the
costs and expenses of defending themselves against any claim (whether asserted
by the Company, any holder or any other Person) of liability in connection with
the exercise or performance of any of its or their powers or duties
hereunder.  If the Company fails to compensate or indemnify the
Trustee and to pay or reimburse the Trustee for expenses, disbursements and
advances under this Section 9.06, the Trustee's claim shall be secured by a
lien prior to that of the Debentures upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the holders of particular Debentures.  The obligation of the Company
under this Section shall survive the resignation or removal of the Trustee and
the satisfaction and discharge of this Indenture.

           

          When the
Trustee and its agents and any authenticating agent incur expenses or render
services after an Event of Default specified in Section 8.01(i) or
Section 8.01(j) with respect to the Company occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy, insolvency or similar laws.

           

          Section 9.07.      Officers' Certificate As
Evidence. 
Except as otherwise provided in Section 9.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of bad faith or
willful misconduct on the part of the Trustee, be 

           

           

          
            
              
              

            

            
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          deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee.

           

          Section 9.08.     Conflicting Interests of
Trustee. 
If the Trustee has or shall acquire a conflicting interest within the meaning of
the Trust Indenture Act, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture.

           

          Section 9.09.      Eligibility of
Trustee. 
There shall at all times be a Trustee hereunder that shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000 (or if such Person is a member of a
bank holding company system, its bank holding company shall have a combined
capital and surplus of at least $50,000,000).  If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of any supervising or examining authority, then for the purposes of
this Section the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  If at any time the Trustee shall
cease to be eligible in accordance with the provisions of this
Section 9.09, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

           

          Section 9.10.      Resignation or Removal of
Trustee.

           

          (a)           The
Trustee may at any time resign by giving written notice of such resignation to
the Company and to the holders of Debentures.  Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee by
written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee.  If no successor trustee shall have
been so appointed and have accepted appointment sixty (60) days after the
mailing of such notice of resignation to the Debentureholders, the resigning
Trustee may, upon ten (10) Business Days' notice to the Company and the
Debentureholders, appoint a successor identified in such notice or may petition,
at the expense of the Company, any court of competent jurisdiction for the
appointment of a successor trustee, or, if any Debentureholder who has been a
bona fide holder of a Debenture or Debentures for at least six (6) months may,
subject to the provisions of Section 8.09, on behalf of himself and all
others similarly situated, petition any such court for the appointment of a
successor trustee.  Such court may thereupon, after such notice, if
any, as it may deem proper and prescribe, appoint a successor
trustee.

           

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

           

          (i)                 the
Trustee shall fail to comply with Section 9.08 after written request
therefor by the Company or by any Debentureholder who has been a bona fide
holder of a Debenture or Debentures for at least six (6) months; or

           

          (ii)                 the
Trustee shall cease to be eligible in accordance with the provisions of
Section 9.09 and shall fail to resign after written request therefor by the
Company or by any such Debentureholder; or

           

           

          
            
              
              

            

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

           

          then, in
any such case, the Company may remove the Trustee and appoint a successor
trustee by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 8.09, any Debentureholder who has been a bona fide holder of a
Debenture or Debentures for at least six (6) months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee; provided that if no
successor Trustee shall have been appointed and have accepted appointment sixty
(60) days after either the Company or the Debentureholders has removed the
Trustee, or the Trustee resigns, the Trustee so removed may petition, at the
expense of the Company, any court of competent jurisdiction for an appointment
of a successor trustee.  Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.

           

          (c)           The
holders of a majority in aggregate principal amount of the Debentures at the
time Outstanding may at any time remove the Trustee and nominate a successor
trustee that shall be deemed appointed as successor trustee unless, within ten
(10) days after notice to the Company of such nomination, the Company objects
thereto, in which case the Trustee so removed or any Debentureholder, or if such
Trustee so removed or any Debentureholder fails to act, the Company, upon the
terms and conditions and otherwise as in Section 9.10(a) provided, may
petition any court of competent jurisdiction for an appointment of a successor
trustee.

           

          (d)           Any
resignation or removal of the Trustee and appointment of a successor trustee
pursuant to any of the provisions of this Section 9.10 shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 9.11.

           

          (e)           Notwithstanding
the replacement of the Trustee pursuant to this Section, the Company's
obligations under Section 9.06 shall continue for the benefit of the
retiring Trustee.

           

          Section 9.11.      Acceptance by Successor
Trustee. 
Any successor trustee appointed as provided in Section 9.10 shall execute,
acknowledge and deliver to the Company and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, duties and obligations of its predecessor hereunder,
with like effect as if originally named as trustee herein; but, nevertheless, on
the written request of the Company or of the successor trustee, the trustee
ceasing to act shall, upon payment of any amount then due it pursuant to the
provisions of Section 9.06, execute and deliver an instrument transferring
to such successor trustee all the rights and powers of the trustee so ceasing to
act.  Upon request of any such successor trustee, the Company shall
execute any and all instruments in writing for more fully and certainly vesting
in and confirming to such successor trustee all such rights and
powers.  Any trustee ceasing to act shall, 

           

           

          
            
              
              

            

            
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          nevertheless, retain a lien upon all property and funds held or
collected by such trustee as such, except for funds held in trust for the
benefit of holders of particular Debentures, to secure any amounts then due it
pursuant to the provisions of Section 9.06.

           

          No
successor trustee shall accept appointment as provided in this Section 9.11
unless, at the time of such acceptance, such successor trustee shall be
qualified under the provisions of Section 9.08 and be eligible under the
provisions of Section 9.09.

           

          Upon
acceptance of appointment by a successor trustee as provided in this
Section 9.11, the Company (or the former trustee, at the written direction
of the Company) shall mail or cause to be mailed notice of the succession of
such trustee hereunder to the holders of Debentures at their addresses as they
shall appear on the Debenture Register.  If the Company fails to mail
such notice within ten (10) days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Company.

           

          Section 9.12.     Succession By
Merger. 
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee (including any trust created by this Indenture), shall be the successor
to the Trustee hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided that in the case of
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, such corporation shall be qualified under the
provisions of Section 9.08 and eligible under the provisions of
Section 9.09.

           

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

           

          Section 9.13.      Preferential Collection of
Claims. 
If and when the Trustee shall be or become a creditor of the Company (or any
other obligor upon the Debentures), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of the claims
against the Company (or any such other obligor).

           

           

          
            
              
              

            

            
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          ARTICLE 10

          THE
DEBENTUREHOLDERS

           

          Section 10.01.      Action By
Debentureholders. 
Whenever in this Indenture it is provided that the holders of a specified
percentage in aggregate principal amount of the Debentures may take any action
(including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the fact that at the time
of taking any such action, the holders of such specified percentage have joined
therein may be evidenced (a) by any instrument or any number of instruments
of similar tenor executed by Debentureholders in person or by agent or proxy
appointed in writing, or (b) by the record of the holders of Debentures
voting in favor thereof at any meeting of Debentureholders duly called and held
in accordance with the provisions of Article 11, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of Debentureholders.  Whenever the Company or the Trustee
solicits the taking of any action by the holders of the Debentures, the Company
or the Trustee may fix in advance of such solicitation, a date as the record
date for determining holders entitled to take such action.  The record
date shall be not more than fifteen (15) days prior to the date of commencement
of solicitation of such action.

           

          Section 10.02.       Proof of Execution by
Debentureholders. 
Subject to the provisions of Sections 9.01, 9.02 and 11.05, proof of the
execution of any instrument by a Debentureholder or its agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee.  The holding of Debentures shall be proved by the
registry of such Debentures or by a certificate of the Debenture
Registrar.

           

          The
record of any Debentureholders' meeting shall be proved in the manner provided
in Section 11.06.

           

          Section 10.03.     
 Who Are Deemed Absolute
Owners. 
The Company, the Trustee, any paying agent, any conversion agent and any
Debenture Registrar may deem the Person in whose name such Debenture shall be
registered upon the Debenture Register to be, and may treat it as, the absolute
owner of such Debenture (whether or not such Debenture shall be overdue and
notwithstanding any notation of ownership or other writing thereon made by any
Person other than the Company or any Debenture Registrar) for the purpose of
receiving payment of or on account of the principal of and Interest on such
Debenture, for conversion of such Debenture and for all other purposes; and
neither the Company nor the Trustee nor any paying agent nor any conversion
agent nor any Debenture Registrar shall be affected by any notice to the
contrary.  All such payments so made to any holder for the time being,
or upon his order, shall be valid, and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge the liability for monies payable upon
any such Debenture.

           

          Section 10.04.       Company-owned Debentures
Disregarded. 
In determining whether the holders of the requisite aggregate principal amount
of Debentures have concurred in any direction, consent, waiver or other action
under this Indenture, Debentures that are owned by the Company or any other
obligor on the Debentures or any Affiliate of the Company or any other obligor
on the Debentures shall be disregarded and deemed not to be Outstanding for the
purpose of any such determination; provided that for the purposes of determining
whether the Trustee shall be protected 

           

           

          
            
              
              

            

            
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          in relying on any such direction, consent, waiver or other action,
only Debentures that a Responsible Officer knows are so owned shall be so
disregarded.  Debentures so owned that have been pledged in good faith
may be regarded as Outstanding for the purposes of this Section 10.04 if
the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right to vote such Debentures and that the pledgee is not the Company, any other
obligor on the Debentures or any Affiliate of the Company or any such other
obligor.  In the case of a dispute as to such right, any decision by
the Trustee taken upon the advice of counsel shall be full protection to the
Trustee.  Upon request of the Trustee, the Company shall furnish to
the Trustee promptly an Officers' Certificate listing and identifying all
Debentures, if any, known by the Company to be owned or held by or for the
account of any of the above described Persons, and, subject to
Section 9.01, the Trustee shall be entitled to accept such Officers'
Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Debentures not listed therein are Outstanding for the purpose of
any such determination.

           

          Section 10.05.      Revocation Of Consents, Future
Holders Bound. 
At any time prior to (but not after) the evidencing to the Trustee, as provided
in Section 10.01, of the taking of any action by the holders of the
percentage in aggregate principal amount of the Debentures specified in this
Indenture in connection with such action, any holder of a Debenture that is
shown by the evidence to be included in the Debentures the holders of which have
consented to such action may, by filing written notice with the Trustee at its
Corporate Trust Office and upon proof of holding as provided in
Section 10.02, revoke such action so far as concerns such
Debenture.  Except as aforesaid, any such action taken by the holder
of any Debenture shall be conclusive and binding upon such holder and upon all
future holders and owners of such Debenture and of any Debentures issued in
exchange or substitution therefor, irrespective of whether any notation in
regard thereto is made upon such Debenture or any Debenture issued in exchange
or substitution therefor.

           

          ARTICLE 11

          MEETINGS
OF DEBENTUREHOLDERS

           

          Section 11.01.      Purpose Of
Meetings.  A
meeting of Debentureholders may be called at any time and from time to time
pursuant to the provisions of this Article 11 for any of the following
purposes:

           

          (1)           to
give any notice to the Company or to the Trustee or to give any directions to
the Trustee permitted under this Indenture, or to consent to the waiving of any
default or Event of Default hereunder and its consequences, or to take any other
action authorized to be taken by Debentureholders pursuant to any of the
provisions of Article 8;

           

          (2)           to
remove the Trustee and nominate a successor trustee pursuant to the provisions
of Article 9;

           

          (3)           to
consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 12.02; or

           

           

          
            
              
              

            

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

           

          Section 11.02.       Call Of Meetings By
Trustee. 
The Trustee may at any time call a meeting of Debentureholders to take any
action specified in Section 11.01, to be held at such time and at such
place as the Trustee shall determine.  Notice of every meeting of the
Debentureholders, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting and the
establishment of any record date pursuant to Section 10.01, shall be mailed
to holders of Debentures at their addresses as they shall appear on the
Debenture Register.  Such notice shall also be mailed to the
Company.  Such notices shall be mailed not less than twenty (20) nor
more than ninety (90) days prior to the date fixed for the meeting.

           

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

           

          Section 11.03.       Call Of Meetings By Company Or
Debentureholders. 
In case at any time the Company, pursuant to a resolution of its Board of
Directors, or the holders of at least ten percent (10%) in aggregate principal
amount of the Debentures then Outstanding, shall have requested the Trustee to
call a meeting of Debentureholders, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within twenty (20) days
after receipt of such request, then the Company or such Debentureholders may
determine the time and the place for such meeting and may call such meeting to
take any action authorized in Section 11.01, by mailing notice thereof as
provided in Section 11.02.

           

          Section 11.04.        Qualifications For
Voting. 
To be entitled to vote at any meeting of Debentureholders a person shall
(a) be a holder of one or more Debentures on the record date pertaining to
such meeting or (b) be a person appointed by an instrument in writing as
proxy by a holder of one or more Debentures on the record date pertaining to
such meeting.  The only persons who shall be entitled to be present or
to speak at any meeting of Debentureholders shall be the persons entitled to
vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its
counsel.

           

          Section 11.05.         Regulations. 
Notwithstanding any other provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of
Debentureholders, in regard to proof of the holding of Debentures and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.

           

          The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by
Debentureholders as provided in 

           

           

          
            
              
              

            

            
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          Section 11.03, in which case the Company or the
Debentureholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman.  A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the holders of a majority
in principal amount of the Debentures represented at the meeting and entitled to
vote at the meeting.

           

          Subject
to the provisions of Section 10.04, at any meeting each Debentureholder or
proxyholder shall be entitled to one vote for each $1,000 principal amount of
Debentures held or represented by him; provided that no vote shall be cast or
counted at any meeting in respect of any Debenture challenged as not Outstanding
and ruled by the chairman of the meeting to be not Outstanding.  The
chairman of the meeting shall have no right to vote other than by virtue of
Debentures held by him or instruments in writing as aforesaid duly designating
him as the proxy to vote on behalf of other Debentureholders.  Any
meeting of Debentureholders duly called pursuant to the provisions of
Section 11.02 or 11.03 may be adjourned from time to time by the holders of
a majority of the aggregate principal amount of Debentures represented at the
meeting, whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

           

          Section 11.06.        Voting. 
The vote upon any resolution submitted to any meeting of Debentureholders shall
be by written ballot on which shall be subscribed the signatures of the holders
of Debentures or of their representatives by proxy and the Outstanding principal
amount of the Debentures held or represented by them.  The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting.  A record in duplicate of
the proceedings of each meeting of Debentureholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 11.02.  The record shall show the principal
amount of the Debentures voting in favor of or against any
resolution.  The record shall be signed and verified by the affidavits
of the permanent chairman and secretary of the meeting and one of the duplicates
shall be delivered to the Company and the other to the Trustee to be preserved
by the Trustee, the latter to have attached thereto the ballots voted at the
meeting.

           

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

           

          Section 11.07.     
No Delay Of Rights By
Meeting. 
Nothing contained in this Article 11 shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Debentureholders or
any rights expressly or impliedly conferred hereunder to make such call, any
hindrance or delay in the exercise of any right or rights conferred upon or
reserved to the Trustee or to the Debentureholders under any of the provisions
of this Indenture or of the Debentures.

           

          ARTICLE 12

          SUPPLEMENTAL
INDENTURES

           

          Section 12.01.       Supplemental Indentures Without
Consent of Debentureholders. 
The Company, when authorized by the resolutions of the Board of Directors, and
the Trustee may, from 

           

           

          
            
              
              

            

            
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          time to time, and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

           

          (a)           make
provision with respect to the conversion rights of the holders of Debentures
pursuant to the requirements of Section 17.06;

           

          (b)           subject
to Article 4, to convey, transfer, assign, mortgage or pledge to the
Trustee as security for the Debentures, any property, assets or
securities;

           

          (c)           to
evidence the succession of another Person to the Company, or successive
successions, and the assumption by the successor Person of the covenants,
agreements and obligations of the Company pursuant to
Article 14;

           

          (d)           to
add guarantees with respect to the Debentures;

           

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

           

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

           

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

           

          (h)           to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Debentures;

           

          (i)           to
issue Additional Debentures in accordance with the provisions of
Section 2.01 hereof;

           

          (j)           to
modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to comply with the requirements of the Commission or to
effect or maintain the 

           

           

          
            
              
              

            

            
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          qualifications of this Indenture under the Trust Indenture Act, or
under any similar federal statute hereafter enacted; or

           

          (k)           make
other changes to the Indenture or forms or terms of the Debentures, provided no
such change individually or in the aggregate with all other such changes has or
will have a material adverse effect on the interests of the
Debentureholders.

           

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

           

          Any
supplemental indenture authorized by the provisions of this Section 12.01
may be executed by the Company and the Trustee without the consent of the
holders of any of the Debentures at the time Outstanding, notwithstanding any of
the provisions of Section 12.02.

           

          Section 12.02.      Supplemental Indenture With Consent
Of Debentureholders. 
With the consent (evidenced as provided in Article 10) of the holders of at
least a majority in aggregate principal amount of the Debentures at the time
Outstanding, the Company, when authorized by the resolutions of the Board of
Directors, and the Trustee may, from time to time and at any time, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or any supplemental indenture or of modifying in any manner the
rights of the holders of the Debentures; provided that no such
supplemental indenture shall extend the fixed maturity of any Debenture, reduce
the rate or extend the time of payment of Interest thereon, reduce the principal
amount thereof, reduce any amount payable upon redemption or repurchase thereof,
impair the right of any Debenture holder to institute suit for the payment
thereof, make the principal thereof or Interest thereon payable in any coin or
currency other than that provided in the Debentures, change the rights granted
to the holders in Section 17.01(c) of this Indenture, change the obligation
of the Company to redeem any Debenture on a redemption date in a manner adverse
to the holders of the Debentures, change the obligation of the Company to
repurchase any Debenture upon the happening of a Designated Event in a manner
adverse to the holders of the Debentures, change the obligation of the Company
to repurchase any Debenture on a Repurchase Date in a manner adverse to the
holders of the Debentures, impair the right to convert the Debentures into
Common Stock subject to the terms set forth in the Indenture, including
Section 17.06 thereof, modify the subordination provisions of this
Indenture (including the definition of Senior Indebtedness) in a material
respect in a manner adverse to the holder of Debentures without the consent of
the holder of each Debenture so affected, reduce the number of shares of Common
Stock or amount of other property receivable upon conversion of the Debentures,
modify any of the provisions of Section 12.02 or Section 8.07 thereof,
except to increase any such percentage or to provide that certain other
provisions of the Indenture cannot be modified or waived 

           

           

          
            
              
              

            

            
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          without the consent of the holder of each Debenture so affected,
change any obligation of the Company to maintain an office or agency in the
places and for the purposes set forth in Section 6.01 thereof, or reduce
the quorum or voting requirements set forth in Article 11 or
(ii) reduce the aforesaid percentage of Debentures, the holders of which
are required to consent to any such supplemental indenture, without the consent
of the holders of all Debentures then Outstanding.

           

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

           

          It shall
not be necessary for the consent of the Debentureholders under this
Section 12.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

           

          Section 12.03.      Effect Of Supplemental
Indenture. 
Any supplemental indenture executed pursuant to the provisions of this
Article 12 shall comply with the Trust Indenture Act, as then in
effect, provided that
this Section 12.03 shall not require such supplemental indenture or the
Trustee to be qualified under the Trust Indenture Act prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act or
the Indenture has been qualified under the Trust Indenture Act, nor shall it
constitute any admission or acknowledgment by any party to such supplemental
indenture that any such qualification is required prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act or
the Indenture has been qualified under the Trust Indenture Act.  Upon
the execution of any supplemental indenture pursuant to the provisions of this
Article 12, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitation of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Debentures shall thereafter be determined, exercised
and enforced hereunder, subject in all respects to such modifications and
amendments and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.

           

          Section 12.04.       Notation On
Debentures. 
Debentures authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article 12 may bear a notation
in form approved by the Trustee as to any matter provided for in such
supplemental indenture.  If the Company or the Trustee shall so
determine, new Debentures so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may, at the Company's expense, be
prepared and executed by the Company, authenticated by the Trustee (or an
authenticating agent duly appointed by the Trustee pursuant to
Section 18.10) and delivered in exchange for the Debentures then
Outstanding, upon surrender of such Debentures then Outstanding.

           

           

          
            
              
              

            

            
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          Section 12.05.        Evidence Of Compliance Of
Supplemental Indenture To Be Furnished To Trustee. 
Prior to entering into any supplemental indenture, the Trustee shall be provided
with an Officers' Certificate and an Opinion of Counsel as conclusive evidence
that any supplemental indenture executed pursuant hereto complies with the
requirements of this Article 12 and is otherwise authorized or permitted by
this Indenture.

           

          ARTICLE 13

          [RESERVED]

           

          ARTICLE 14

          CONSOLIDATION,
MERGER, SALE, CONVEYANCE AND LEASE

           

          Section 14.01.       Company May Consolidate On Certain
Terms. 
Subject to the provisions of Section 14.02, the Company shall not
consolidate or merge with or into any other Person or Persons (whether or not
affiliated with the Company), nor shall the Company or its successor or
successors be a party or parties to successive consolidations or mergers, nor
shall the Company sell, convey, transfer or lease all or substantially all the
property and assets of the Company, to any other Person (whether or not
affiliated with the Company), unless: (i) the Company is the surviving
Person, or the resulting, surviving or transferee Person is organized and
existing under the laws of the United States of America, any state thereof or
the District of Columbia; (ii) upon any such consolidation, merger, sale,
conveyance, transfer or lease, the payment of the principal of and Interest on
all of the Debentures pursuant to their terms, and the performance and
observance of all of the covenants and conditions of this Indenture to be
performed by the Company pursuant to the terms set forth herein, shall be
expressly assumed, by supplemental indenture satisfactory in form to the
Trustee, executed and delivered to the Trustee by the Person (if other than the
Company) formed by such consolidation, or into which the Company shall have been
merged, or by the Person that shall have acquired or leased such property, and
such supplemental indenture shall provide for the applicable conversion rights
set forth in Section 17.06; and (iii) immediately after giving effect
to the transaction described above, no Event of Default, and no event that,
after notice or lapse of time or both, would become an Event of Default, shall
have happened and be continuing.

           

          Section 14.02.        Successor To Be
Substituted. 
In case of any such consolidation, merger, sale, conveyance, transfer or lease
and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the payment of the principal of and Interest on all of the Debentures
pursuant to their terms and the performance of all of the covenants and
conditions of this Indenture to be performed by the Company pursuant to the
terms set forth herein, such successor Person shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein
as the party of this first part.  Such successor Person thereupon may
cause to be signed, and may issue either in its own name or in the name of
CommScope, Inc. any or all of the Debentures, issuable hereunder that
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor Person instead of the Company and
subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver, or cause to be
authenticated and delivered, any Debentures that previously shall have been
signed and delivered 

           

           

          
            
              
              

            

            
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          by the officers of the Company to the Trustee for authentication,
and any Debentures that such successor Person thereafter shall cause to be
signed and delivered to the Trustee for that purpose.  All the
Debentures so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Debentures theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Debentures had
been issued at the date of the execution hereof.  In the event of any
such consolidation, merger, sale, conveyance, transfer or lease, the Person
named as the "Company"
in the first paragraph of this Indenture or any successor that shall thereafter
have become such in the manner prescribed in this Article 14 may be
dissolved, wound up and liquidated at any time thereafter and such Person shall
be released from its liabilities as obligor and maker of the Debentures and from
its obligations under this Indenture.

           

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

           

          Section 14.03.       Opinion Of Counsel To Be Given
Trustee. 
The Trustee shall receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale, conveyance,
transfer or lease and any such assumption complies with the provisions of this
Article 14.

           

          ARTICLE 15

          SATISFACTION
AND DISCHARGE OF INDENTURE

           

          Section 15.01.        Discharge Of
Indenture. 
When (a) the Company shall deliver to the Trustee for cancellation all
Debentures theretofore authenticated (other than any Debentures that have been
destroyed, lost or stolen and in lieu of or in substitution for which other
Debentures shall have been authenticated and delivered) and not theretofore
canceled, or (b) all the Debentures not theretofore canceled or delivered
to the Trustee for cancellation shall have become due and payable, or are by
their terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company shall deposit with the
Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all
of the Debentures (other than any Debentures that shall have been mutilated,
destroyed, lost or stolen and in lieu of or in substitution for which other
Debentures shall have been authenticated and delivered) not theretofore canceled
or delivered to the Trustee for cancellation, including principal and Interest
due or to become due to such date of maturity or redemption date, as the case
may be, accompanied by a verification report, as to the sufficiency of the
deposited amount, from an independent certified accountant or other financial
professional satisfactory to the Trustee, and if the Company shall also pay or
cause to be paid all other sums payable hereunder by the Company, then this
Indenture shall cease to be of further effect (except as to (i) remaining
rights of registration of transfer, substitution and exchange and conversion of
Debentures, (ii) rights hereunder of Debentureholders to receive payments
of principal and Interest on, the Debentures and the other rights, duties and
obligations of Debentureholders, as beneficiaries hereof with respect to the
amounts, if any, so deposited with the Trustee and (iii) the rights,
obligations and immunities of the Trustee hereunder), and the Trustee, on
written demand of the Company accompanied by an 

           

           

          
            
              
              

            

            
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          Officers' Certificate and an Opinion of Counsel as required by
Section 9.02 and at the cost and expense of the Company, shall execute
proper instruments acknowledging satisfaction of and discharging this Indenture;
the Company, however, hereby agrees to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred by the Trustee and to
compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the
Debentures.

           

          Section 15.02.      Deposited Monies To Be Held In Trust
By Trustee. 
Subject to Section 15.04 and the subordination provisions in
Article 4, all monies deposited with the Trustee pursuant to
Section 15.01, shall be held in trust for the sole benefit of the
Debentureholders, and such monies shall be applied by the Trustee to the
payment, either directly or through any paying agent (including the Company if
acting as its own paying agent), to the holders of the particular Debentures for
the payment or redemption of which such monies have been deposited with the
Trustee, of all sums due and to become due thereon for principal and
Interest.

           

          Section 15.03.       Paying Agent To Repay Monies
Held. 
Upon the satisfaction and discharge of this Indenture, all monies then held by
any paying agent of the Debentures (other than the Trustee) shall, upon written
request of the Company, be repaid to it or paid to the Trustee, and thereupon
such paying agent shall be released from all further liability with respect to
such monies.

           

          Section 15.04.       
Return Of Unclaimed
Monies. 
Subject to the requirements of applicable law, any monies deposited with or paid
to the Trustee for payment of the principal or Interest on Debentures and not
applied but remaining unclaimed by the holders of Debentures for two years after
the date upon which the principal of or Interest on such Debentures, as the case
may be, shall have become due and payable, shall be repaid to the Company by the
Trustee on demand and all liability of the Trustee shall thereupon cease with
respect to such monies; and the holder of any of the Debentures shall thereafter
look only to the Company for any payment that such holder may be entitled to
collect unless an applicable abandoned property law designates another
Person.

           

          Section 15.05.       
Reinstatement. 
If the Trustee or the paying agent is unable to apply any money in accordance
with Section 15.02 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Debentures
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 15.01 until such time as the Trustee or the paying agent is
permitted to apply all such money in accordance with Section 15.02;
provided that if the Company makes any payment of Interest on or principal of
any Debenture following the reinstatement of its obligations, the Company shall
be subrogated to the rights of the holders of such Debentures to receive such
payment from the money held by the Trustee or paying agent.

           

          ARTICLE 16

          IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

           

          Section 16.01.        Indenture And Debentures Solely
Corporate Obligations. 
No recourse for the payment of the principal of or Interest on any Debenture, or
for any claim based thereon or otherwise in respect thereof, and no recourse
under or upon any obligation, covenant or agreement of the 

           

           

          
            
              
              

            

            
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          Company in this Indenture or in any supplemental indenture or in
any Debenture, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, employee, agent,
officer, director or subsidiary, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the Company
or any successor corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly understood that all such liability is hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Indenture and the issue of the Debentures.

           

          ARTICLE 17

          CONVERSION
OF DEBENTURES

           

          Section 17.01.       Right To
Convert.

           

          (a)           Prior
to the close of business on __________, the holder of any Debenture shall have
the right, at such holder's option, to convert the principal amount of the
Debenture, or any portion of such principal amount that is a multiple of $1,000,
into fully paid and non-assessable shares of Common Stock (as such shares shall
then be constituted) at the Conversion Rate in effect at such time, by surrender
of the Debenture so to be converted in whole or in part, together with any
required funds in the manner provided in Section 17.02 (unless the Company
defaults in the payment due upon repurchase).  A holder of Debentures
is not entitled to any rights of a holder of Common Stock until such holder of
Debentures has converted his or her Debentures to Common Stock, and then only to
the extent such Debentures are deemed to have been converted to Common Stock
under this Article 17.

           

          (b)           A
Debenture in respect of which a holder is electing to exercise its option to
require repurchase upon a Designated Event pursuant to Section 3.05 or
repurchase pursuant to Section 3.06 may be converted only if such holder
withdraws its election in accordance with Section 3.05(b) or
Section 3.08, respectively.

           

          (c)           If
a holder elects to convert its Debentures in connection with a corporate
transaction that constitutes a Designated Event that occurs prior to __________,
then the Conversion Rate of the Debentures being converted by such holder at
that time shall be increased so that such holder will be entitled to receive, in
addition to the Common Stock such holder is otherwise entitled to receive, a
number of additional shares of Common Stock (the "Additional Shares") determined
in the manner set forth below; provided that if the Share Price (as defined
below) in such transaction is greater than $_______ or less than $________
(subject in each case to adjustment as described below), no increase in the
Conversion Rate shall be made; and provided further that in no
event will the Conversion Rate exceed _______ per U.S.$1,000 principal amount of
Debentures, subject to adjustments in the same manner as the Conversion Rate as
set forth in this Indenture.  For the avoidance of doubt, the
adjustment provided for in this Section 17.01(c) shall only be made with
respect to the Debentures being converted in connection with such Designated
Event and shall not be effective as to any Debentures not so converted or as to
any Debentures repurchased on the Designated Event Repurchase Date. For the
further avoidance of doubt, holders that receive Additional Shares pursuant to
this Section 17.01(c) with respect to Debentures being converted in


           

           

          
            
              
              

            

            
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          connection with a Designated Event will not be entitled to a
Coupon Make-Whole Payment for such converted Debentures pursuant to Section
17.13.  A conversion shall be deemed to be “in connection with” a
corporate transaction that constitutes a Designated Event if such conversion
occurs on or after the Effective Date (as defined below) of a Designated Event
and prior to the close of business on the Business Day immediately preceding the
related Designated Event Repurchase Date.  The Company shall notify
the holders and the Trustee of the Effective Date of a Designated Event on the
Effective Date of such transaction.

           

          The
increase in the Conversion Rate expressed as a number of Additional Shares per
$1,000 principal amount of Debentures will be determined by the Company by
reference to the table attached as Schedule A hereto, based on
the date the Designated Event becomes effective (the "Effective Date") and the share
price paid per share of Common Stock in connection with the corporate
transaction (the "Share
Price"); provided that if holders of
the Common Stock receive only cash for such corporate transaction, the Share
Price shall be the cash amount paid per share of Common Stock. Otherwise, the
Share Price will be the average of the Closing Sale Prices on the five (5)
consecutive Trading Days prior to but not including the Effective Date; provided further that if the
Share Price is between two Share Price amounts in the table or the Effective
Date is between two Effective Dates in the table, the Company shall determine
the number of Additional Shares by a straight-line interpolation between the
number of Additional Shares set forth for the higher and lower Share Price
amounts and the two dates, as applicable, based on a 365-day year.

           

          The Share
Prices set forth in the first row of the table (i.e., column headers) in Schedule A hereto will be
adjusted as of any date on which the Conversion Rate of the Debentures is
adjusted pursuant to the Indenture.  The adjusted Share Prices will
equal the Share Prices applicable immediately prior to such adjustment,
multiplied by a fraction, the numerator of which is the Conversion Rate
immediately prior to the adjustment giving rise to the Conversion Rate
adjustment and the denominator of which is the Conversion Rate as so
adjusted.  The number of Additional Shares will be adjusted in the
same manner as the Conversion Rate as set forth in this Indenture.

           

          Section 17.02.      Conversion
Procedures. 
To convert a Debenture, a holder must (a) complete and manually sign the
Conversion Notice or a facsimile of the Conversion Notice on the back of the
Debenture and deliver such notice to the Conversion Agent, (b) surrender
the Debenture to the Conversion Agent, (c) furnish appropriate endorsements
and transfer documents if required by the Registrar or the Conversion Agent,
(d) pay any transfer or similar tax, if required and (e) if required,
pay funds equal to the Interest payable on the next interest payment
date.  In the case of a Global Debenture, the holder must comply with
clauses (c)-(e) in the previous sentence and the Conversion Notice shall be
completed by a DTC participant on behalf of the beneficial
holder.  The date, within the time periods set forth in
Section 17.01, on which the holder satisfies all of those requirements is
the "Conversion
Date."

           

          Debentures
surrendered for conversion in compliance with the provisions of this Indenture
shall be deemed to have been converted immediately prior to the close of
business on the Conversion Date.

           

           

          
            
              
              

            

            
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          The
Company shall deliver to the holder through the Conversion Agent, no later than
the fifth Business Day following such Conversion Date, a certificate for the
number of whole shares of Common Stock issuable upon conversion (or shall
instruct its transfer agent to register such number of shares in such holder’s
name) and cash in lieu of any fractional shares pursuant to
Section 17.03.

           

          Anything
herein to the contrary notwithstanding, in the case of Global Debentures,
Conversion Notices may be delivered and such Debentures may be surrendered for
conversion in accordance with the applicable procedures of the Depositary as in
effect from time to time.

           

          No
payment or adjustment shall be made for dividends on, or other distributions
with respect to, any Common Stock except as provided in this
Article 17.  On conversion of a Debenture, except for conversion
during the period from the close of business on any record date immediately
preceding any interest payment date to the close of business on the Business Day
immediately preceding such interest payment date, in which case the holder on
such record date shall receive the Interest payable on such interest payment
date, that portion of accrued and unpaid Interest on the converted Debenture
attributable to the period from the most recent interest payment date (or, if no
interest payment date has occurred, from __________) through the Conversion Date
shall not be cancelled, extinguished or forfeited, but rather shall be deemed to
be paid in full to the holder thereof through delivery of the Common Stock
(together with the cash payment, if any, in lieu of fractional shares), or cash
or a combination of cash and Common Stock in lieu thereof, in exchange for the
Debenture being converted pursuant to the provisions hereof, and the amount of
any such accrued and unpaid Interest shall be treated as paid first in cash, to
the extent of any such cash payment (other than the cash payment, if any, in
lieu of fractional shares) and then in Common Stock having a fair market value
(as determined in good faith by the Company), to the extent thereof, equal to
the excess of the amount of such accrued and unpaid Interest over the amount, if
any, of such accrued and unpaid Interest treated as paid in cash, and thereafter
the balance, if any, of the fair market value of such Common Stock (and the
balance of any such cash payment) shall be treated as issued (or paid) in
exchange for the principal amount of the Debenture being converted pursuant to
the provisions hereof.

           

          If a
holder converts more than one Debenture at the same time, the number of shares
of Common Stock issuable upon the conversion shall be based on the aggregate
principal amount of Debentures converted.

           

          Upon
surrender of a Debenture that is converted in part, the Company shall execute,
and the Trustee shall authenticate and deliver to the holder, a new Debenture
equal in principal amount to the principal amount of the unconverted portion of
the Debenture surrendered.

           

          Debentures
or portions thereof surrendered for conversion during the period from the close
of business on any record date immediately preceding any interest payment date
to the close of business on the Business Day immediately preceding such interest
payment date shall be accompanied by payment to the Company or its order, in New
York Clearing House funds or other funds acceptable to the Company, of an amount
equal to the Interest payable on such interest payment date with respect to the
principal amount of Debentures or portions thereof being surrendered for
conversion; provided that no such payment need be made (1) if the Company
has 

           

           

          
            
              
              

            

            
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          specified a redemption date that occurs after a record date but on
or prior to the next interest payment date, (2) if the Company has
specified a Designated Event Repurchase Date during such period or (3) to
the extent of any overdue Interest, if any overdue Interest exists on the
Conversion Date with respect to the Debentures converted.

           

          Section 17.03.      Cash Payments in Lieu of Fractional
Shares. 
No fractional shares of Common Stock or scrip certificates representing
fractional shares shall be issued upon conversion of Debentures.  If
more than one Debenture shall be surrendered for conversion at one time by the
same holder, the number of full shares that shall be issuable upon conversion
shall be computed on the basis of the aggregate principal amount of the
Debentures (or specified portions thereof to the extent permitted hereby) so
surrendered.  If any fractional share of stock would be issuable upon
the conversion of any Debenture or Debentures, the Company shall make an
adjustment and payment therefor in cash at the current market price thereof to
the holder of Debentures.  The current market price of a share of
Common Stock shall be the Closing Sale Price of the Common Stock on the last
Trading Day immediately preceding the day on which the Debentures (or specified
portions thereof) are deemed to have been converted.

           

          Section 17.04.       Conversion Rate. 
Each $1,000 principal amount of the Debentures shall be convertible into the
number of shares of Common Stock specified in the form of Debenture (herein
called the "Conversion
Rate") attached as Exhibit A hereto, subject to adjustment as
provided in this Article 17.

           

          Section 17.05.        Adjustment Of Conversion
Rate. 
The Conversion Rate shall be adjusted from time to time (without duplication) by
the Company as follows:

           

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

           

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

           

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

           

          such
increase to become effective immediately after the opening of business on the
day following the date fixed for such determination.  For the purpose
of this paragraph (a), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the
Company.  The Company will not pay any dividend or make any
distribution on shares of Common Stock held in the treasury of the
Company.  If any dividend or distribution of the type described in
this Section 17.05(a) is declared but not so paid or made, the Conversion
Rate shall again be 

           

           

          
            
              
              

            

            
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          adjusted to the Conversion Rate that would then be in effect if
such dividend or distribution had not been declared.

           

          (b)           In
case the Company shall issue rights, options or warrants to all holders of its
outstanding shares of Common Stock entitling them (for a period expiring within
forty-five (45) days after the date fixed for determination of stockholders
entitled to receive such rights, options or warrants) to subscribe for or
purchase shares of Common Stock at a price per share less than the average of
the Closing Sale Prices of the Common Stock for the ten (10) Trading Days
immediately preceding the declaration date for such distribution, the Conversion
Rate shall be increased so that the same shall equal the rate determined by
multiplying the Conversion Rate in effect immediately prior to the date fixed
for determination of stockholders entitled to receive such rights, options or
warrants by a fraction,

           

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

           

          (ii)                 the
denominator of which shall be the sum of the number of shares of Common Stock
outstanding at the close of business on the date fixed for determination of
stockholders entitled to receive such rights, options or warrants plus the
number of shares that the aggregate offering price of the total number of shares
so offered would purchase at a price equal to the average of the Closing Sale
Prices of the Common Stock for the ten (10) consecutive Trading Days immediately
preceding the declaration date for such distribution.

           

          Such
adjustment shall be successively made whenever any such rights, options or
warrants are issued, and shall become effective immediately after the opening of
business on the day following the date fixed for determination of stockholders
entitled to receive such rights, options or warrants.  To the extent
that shares of Common Stock are not delivered after the expiration of such
rights, options or warrants, the Conversion Rate shall be readjusted to the
Conversion Rate that would then be in effect had the adjustments made upon the
issuance of such rights, options or warrants been made on the basis of delivery
of only the number of shares of Common Stock actually delivered.  If
such rights, options or warrants are not so issued, the Conversion Rate shall
again be adjusted to be the Conversion Rate that would then be in effect if such
date fixed for the determination of stockholders entitled to receive such
rights, options or warrants had not been fixed.  In determining
whether any rights, options or warrants entitle the holders to subscribe for or
purchase shares of Common Stock at a price less than the average of the Closing
Sale Prices of the Common Stock for the ten (10) Trading Days immediately
preceding the declaration date for such distribution, and in determining the
aggregate offering price of such shares of Common Stock, there shall be taken
into account any consideration received by the Company for such rights, options
or warrants and any amount payable on exercise or conversion thereof, the value
of such consideration, if other than cash, to be determined by the Board of
Directors.

           

          (c)           In
case outstanding shares of Common Stock shall be subdivided into a greater
number of shares of Common Stock, the Conversion Rate in effect at the opening
of business 

           

           

          
            
              
              

            

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

           

          (d)           In
case the Company shall, by dividend or otherwise, distribute to all holders of
its Common Stock shares of any class of capital stock of the Company or
evidences of its indebtedness, property or assets (including rights, options,
warrants and other securities, but excluding any rights, options or warrants
referred to in Section 17.05(b), and excluding any dividend or distribution
(x) paid exclusively in cash or (y) referred to in
Section 17.05(a)) (any of the foregoing hereinafter in this
Section 17.05(d) called the "Distributed Property"), then,
in each such case (unless the Company elects to reserve such Distributed
Property for distribution to the Debentureholders upon the conversion of the
Debentures so that any such holder converting Debentures will receive upon such
conversion, in addition to the shares of Common Stock to which such holder is
entitled, the amount and kind of such Distributed Property that such holder
would have received if such holder had converted its Debentures into Common
Stock immediately prior to the Record Date for such distribution of the
Distributed Property) the Conversion Rate shall be increased so that the same
shall be equal to the rate determined by multiplying the Conversion Rate in
effect immediately prior to the close of business on the Record Date with
respect to such distribution by a fraction,

           

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

           

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

           

          such
adjustment to become effective immediately prior to the opening of business on
the day following such Record Date; provided that if the then
Fair Market Value (as so determined) of the portion of the Distributed Property
so distributed applicable to one share of Common Stock is equal to or greater
than the Current Market Price on the Record Date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Debentureholder shall
have the right to receive on the date of such dividend or distribution the
amount of Distributed Property such holder would have received had such holder
converted each Debenture on the Record Date.  If such dividend or
distribution is not so paid or made, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared.  If the Board of Directors
determines the Fair Market Value of any distribution for purposes of this
Section 17.05(d) by reference to the actual or when issued trading market
for any securities, it must 

           

           

          
            
              
              

            

            
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          in doing so consider the prices in such market over the same
period used in computing the Current Market Price on the applicable Record
Date.

           

          Notwithstanding
the foregoing, if the Distributed Property distributed by the Company to all
holders of its Common Stock consist of capital stock of, or similar equity
interests in, a Subsidiary or other business unit of the Company (unless such
capital stock or similar equity interests are distributed to the
Debentureholders in such distribution as if such holders had converted their
Debentures into shares of Common Stock), the Conversion Rate shall be increased
so that the same shall be equal to the rate determined by multiplying the
Conversion Rate in effect immediately prior to the close of business on the
Record Date with respect to such distribution by a fraction,

           

          (i)                 the
numerator of which shall be the sum of (A) the average of the Closing Sale
Prices of the Common Stock for the ten (10) consecutive 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 New York Stock
Exchange, the NASDAQ National Market or such other national or regional exchange
or market on which such securities are then listed or quoted (the "Ex-Dividend Date") plus
(B) the average Closing Sales Prices of the securities distributed in
respect of each share of Common Stock for the ten (10) consecutive Trading Days
commencing on and including the fifth Trading Day after the Ex-Dividend Date;
and

           

          (ii)                 the
denominator of which shall be the average of the Closing Sale Prices of the
Common Stock for the ten (10) consecutive Trading Days commencing on and
including the fifth Trading Day after the Ex-Dividend Date,

           

          such
adjustment to become effective immediately prior to the opening of business on
the day following such Record Date; provided that the Company may
in lieu of the foregoing adjustment make adequate provision so that each
Debentureholder shall have the right to receive on the date of such distribution
the amount of Distributed Property such holder would have received had such
holder converted each Debenture on the Record Date with respect to such
distribution; and provided
further that if (x) the average of the Closing Sale Prices of the
Common Stock for the ten (10) consecutive Trading Days commencing on and
including the fifth Trading Day after the Ex-Dividend Date minus (y) the
average of the Closing Sale Prices of the securities distributed in respect of
each share Common Stock for the ten (10) consecutive Trading Days commencing on
and including the fifth Trading Day after the Ex-Dividend Date is less than
$1.00, then the adjustment provided by for by this paragraph shall not be made
and in lieu thereof the provisions of the first paragraph of this
Section 17.05(d) shall apply to such distribution.  In any case
in which this paragraph is applicable, Section 17.05(a),
Section 17.05(b) and the first paragraph of this Section 17.05(d)
shall not be applicable.

           

          Rights,
options or warrants distributed by the Company to all holders of Common Stock
entitling the holders thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights, options or warrants, until the occurrence of a specified event or events
("Trigger Event"):
(i) are deemed to be transferred with such shares of Common Stock;
(ii) are not exercisable; and (iii) are also issued in respect of
future issuances of Common Stock, shall be deemed not to have been distributed
for purposes of this 

           

           

          
            
              
              

            

            
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          Section 17.05 (and no adjustment to the Conversion Rate under
this Section 17.05 will be required) until the occurrence of the earliest
Trigger Event, whereupon such rights, options and warrants shall be deemed to
have been distributed and an appropriate adjustment (if any is required) to the
Conversion Rate shall be made under this Section 17.05(d).  If
any such right, option or warrant, including any such existing rights, options
or warrants distributed prior to the date of this Indenture, are subject to
events, upon the occurrence of which such rights, options or warrants become
exercisable to purchase different securities, evidences of indebtedness or other
assets, then the date of the occurrence of any and each such event shall be
deemed to be the date of distribution and record date with respect to new
rights, options or warrants with such rights (and a termination or expiration of
the existing rights, options or warrants without exercise by any of the holders
thereof).  In addition, in the event of any distribution (or deemed
distribution) of rights, options or warrants, or any Trigger Event or other
event (of  the type described in the preceding sentence) with respect
thereto that was counted for purposes of calculating a distribution amount for
which an adjustment to the Conversion Rate under this Section 17.05 was
made, (1) in the case of any such rights, options or warrants that shall
all have been redeemed or repurchased without exercise by any holders thereof,
the Conversion Rate shall be readjusted upon such final redemption or repurchase
to give effect to such distribution or Trigger Event, as the case may be, as
though it were a cash distribution, equal to the per share redemption or
repurchase price received by a holder or holders of Common Stock with respect to
such rights, options or warrants (assuming such holder had retained such rights,
options or warrants), made to all holders of Common Stock as of the date of such
redemption or repurchase, and (2) in the case of such rights, options or
warrants that shall have expired or been terminated without exercise by any
holders thereof, the Conversion Rate shall be readjusted as if such rights,
options and warrants had not been issued.

           

          No
adjustment of the Conversion Rate shall be made pursuant to this
Section 17.05(d) in respect of rights, options or warrants distributed or
deemed distributed on any Trigger Event to the extent that such rights, options
or warrants are actually distributed, or reserved by the Company for
distribution, to holders of Debentures upon conversion by such holders of
Debentures into Common Stock.

           

          For
purposes of this Section 17.05(d) and Section 17.05(a) and (b), any
dividend or distribution to which this Section 17.05(d) is applicable that
also includes shares of Common Stock, or rights, options or warrants to
subscribe for or purchase shares of Common Stock (or both), shall be deemed
instead to be (1) a dividend or distribution of the evidences of
indebtedness, assets or shares of capital stock other than such shares of Common
Stock or rights, options or warrants (and any Conversion Rate adjustment
required by this Section 17.05(d) with respect to such dividend or
distribution shall then be made) immediately followed by (2) a dividend or
distribution of such shares of Common Stock or such rights, options or warrants
(and any further Conversion Rate adjustment required by Sections 17.05(a) and
17.05(b) with respect to such dividend or distribution shall then be made),
except (A) the Record Date of such dividend or distribution shall be
substituted as "the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution", "the date fixed for the
determination of stockholders entitled to receive such rights, options or
warrants" and "the date fixed for such determination" within the meaning of
Section 17.05(a) and 17.05(b) and (B) any shares of Common Stock
included in such dividend or 

           

           

          
            
              
              

            

            
              -71-

              
                

              

            

            
              
              

            

          

           

          distribution shall not be deemed "outstanding at the close of
business on the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution" or "outstanding at the close of
business on the date fixed for such determination" within the meaning of
Section 17.05(a).

           

          The
reclassification of the Common Stock into securities including securities other
than Common Stock (other than any reclassification upon an event to which
Section 17.06 applies) shall be deemed to involve (a) a distribution
of such securities other than the Common Stock to all holders of Common Stock
(and the effective date of such reclassification shall be deemed to be the
"Record Date" within the meaning of this Section 17.05(d)), and (b) a
subdivision or combination, as the case may be, of the number of shares of
Common Stock outstanding immediately prior to such reclassification into the
number of shares of Common Stock outstanding immediately thereafter (and the
effective date of such reclassification shall be deemed to be "the day upon
which such subdivision becomes effective" or "the day upon which such
combination becomes effective", as the case may be, and "the day upon which such
subdivision or combination becomes effective" within the meaning of
Section 17.05(c)).

           

          (e)           In
case the Company shall, by dividend or otherwise, distribute to all holders of
its Common Stock cash (excluding any dividend or distribution in connection with
the liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary), then, in such case, the Conversion Rate shall be increased so that
the same shall equal the rate determined by multiplying the Conversion Rate in
effect immediately prior to the close of business on such Record Date by a
fraction,

           

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

           

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

           

          such
adjustment to be effective immediately prior to the opening of business on the
day following the Record Date; provided that if the portion
of the cash so distributed applicable to one share of Common Stock is equal to
or greater than the Current Market Price on the Record Date, in lieu of the
foregoing adjustment, adequate provision shall be made so that each
Debentureholder shall have the right to receive on the date of such dividend or
distribution the amount of cash such holder would have received had such holder
converted each Debenture on the Record Date.  If such dividend or
distribution is not so paid or made, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared.

           

          (f)           In
case a tender or exchange offer made by the Company or any Subsidiary for all or
any portion of the Common Stock shall expire and such tender or exchange offer
(as amended upon the expiration thereof) shall require the payment to
stockholders of consideration per share of Common Stock having a Fair Market
Value (as determined by the Board of Directors, whose determination shall be
conclusive and described in a resolution of the Board of Directors) that


           

           

          
            
              
              

            

            
              -72-

              
                

              

            

            
              
              

            

          

           

          as of the last time (the "Expiration Time") tenders or
exchanges may be made pursuant to such tender or exchange offer (as it may be
amended) exceeds the Closing Sale Price per share of Common Stock on the Trading
Day next succeeding the Expiration Time, the Conversion Rate shall be increased
so that the same shall equal the rate determined by multiplying the Conversion
Rate in effect immediately prior to the Expiration Time by a fraction,

           

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

           

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

           

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

           

          (g)           No
adjustment in the Conversion Rate shall be made for any increase or decrease in
the par value of the Common Stock, or a change in the par value of the Common
Stock to no par value.

           

          (h)           No
adjustment in the Conversion Rate shall be required unless such adjustment would
require an increase or decrease of at least 1.00% in such rate; provided,
however, that any adjustments that by reason of this Section 17.05(h) is not
required to be made shall be carried forward and taken into account in any
subsequent adjustment.  In addition, the
Company shall make any carry forward adjustments not otherwise effected upon
conversion of any Debenture, upon each Repurchase Date pursuant to
Section 3.06, and on each day from and after the 30th scheduled Trading Day
prior to __________.

           

          (i)           For
purposes of this Section 17.05, the following terms shall have the meaning
indicated:

           

          (i)                 "Current Market Price" shall
mean the average of the daily Closing Sale Prices per share of Common Stock for
the ten (10) consecutive Trading Days ending on the earlier of the day in
question and the day before the "ex" date with respect to the
issuance, 

           

           

          
            
              
              

            

            
              -73-

              
                

              

            

            
              
              

            

          

           

          distribution, subdivision or combination requiring such
computation.  For purpose of this paragraph, the term "ex" date, (1) when used
with respect to any issuance or distribution, means the first date on which the
Common Stock trades, regular way, on the relevant exchange or in the relevant
market from which the Closing Sale Price of the Common Stock was obtained
without the right to receive such issuance or distribution, and (2) when
used with respect to any subdivision or combination of shares of Common Stock,
means the first date on which the Common Stock trades, regular way, on such
exchange or in such market after the time at which such subdivision or
combination becomes effective.

           

          If
another issuance, distribution, subdivision or combination to which
Section 17.05 applies occurs during the period applicable for calculating
"Current Market Price"
pursuant to the definition in the preceding paragraph, "Current Market Price" shall be
calculated for such period in a manner determined by the Board of Directors to
reflect the impact of such issuance, distribution, subdivision or combination on
the Closing Sale Price of the Common Stock during such period.

           

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

           

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

           

          (iv)                 "Trading Day" shall mean a day
during which trading in securities generally occurs on the New York Stock
Exchange 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 principal other market on which the
Common Stock is then traded.

           

          (j)           The
Company may make such increases in the Conversion Rate, in addition to those
required by Section 17.05(a), (b), (c), (d), (e) or (f) as the Board of
Directors considers to be advisable to avoid or diminish any income tax to
holders of Common Stock or rights to purchase Common Stock resulting from any
dividend or distribution of stock (or rights to acquire stock) or from any event
treated as such for income tax purposes.

           

          To the
extent permitted by applicable law, the Company from time to time may increase
the Conversion Rate by any amount for any period of time if the Board of
Directors shall have made a determination that such increase would be in the
best interests of the Company, which determination shall be
conclusive.  Whenever the Conversion Rate is increased pursuant to the
preceding sentence, the Company shall mail, or cause the Trustee to mail, to
holders of record of the Debentures a notice of the increase prior to the date
the increased Conversion Rate takes effect, and such notice shall state the
increased Conversion Rate and the period during which it will be in
effect.

           

           

          
            
              
              

            

            
              -74-

              
                

              

            

            
              
              

            

          

           

          (k)           All
calculations under this Article 17 shall be made by the Company and shall
be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a
share, as the case may be.  No adjustment need be made for rights to
purchase Common Stock pursuant to a Company plan for reinvestment of dividends
or interest or for any issuance of Common Stock or convertible or exchangeable
securities or rights to purchase Common Stock or convertible or exchangeable
securities.  To the extent the Debentures become convertible into
cash, assets, property or securities (other than capital stock of the Company or
any other Person), no adjustment need be made thereafter as to the cash, assets,
property or such securities.  Interest will not accrue on any cash
into which the Debentures are convertible.

           

          (l)           Whenever
the Conversion Rate is adjusted as herein provided, the Company shall promptly
file with the Trustee and any conversion agent other than the Trustee an
Officers' Certificate setting forth the Conversion Rate after such adjustment
and setting forth a brief statement of the facts requiring such
adjustment.  Unless and until a Responsible Officer of the Trustee
shall have received such Officers' Certificate, the Trustee shall not be deemed
to have knowledge of any adjustment of the Conversion Rate and may assume that
the last Conversion Rate of which it has knowledge is still in
effect.  Promptly after delivery of such certificate, the Company
shall prepare a notice of such adjustment of the Conversion Rate setting forth
the adjusted Conversion Rate and the date on which each adjustment becomes
effective and shall mail, or cause the Trustee to mail, such notice of such
adjustment of the Conversion Rate to the holder of each Debenture at his last
address appearing on the Debenture Register provided for in Section 2.05 of
this Indenture, within twenty (20) days after execution
thereof.  Failure to deliver such notice shall not affect the legality
or validity of any such adjustment.

           

          (m)           In
any case in which this Section 17.05 provides that an adjustment shall
become effective immediately after (1) a record date or Record Date for an
event, (2) the date fixed for the determination of stockholders entitled to
receive a dividend or distribution pursuant to Section 17.05(a), (3) a
date fixed for the determination of stockholders entitled to receive rights,
options or warrants pursuant to Section 17.05(b) or (4) the Expiration
Time for any tender or exchange offer pursuant to Section 17.05(f) (each a
"Determination Date"),
the Company may elect to defer until the occurrence of the applicable Adjustment
Event (as hereinafter defined) (x) issuing to the holder of any Debenture
converted after such Determination Date and before the occurrence of such
Adjustment Event, the additional shares of Common Stock or other securities
issuable upon such conversion by reason of the adjustment required by such
Adjustment Event over and above the Common Stock issuable upon such conversion
before giving effect to such adjustment and (y) paying to such holder any
amount in cash in lieu of any fractional share pursuant to
Section 17.03.  For purposes of this Section 17.05(m), the
term "Adjustment Event"
shall mean:

           

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

           

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

           

           

          
            
              
              

            

            
              -75-

              
                

              

            

            
              
              

            

          

           

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

           

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

           

          (n)           For
purposes of this Section 17.05, the number of shares of Common Stock at any
time outstanding shall not include shares held in the treasury of the Company
but shall include shares issuable in respect of scrip certificates issued in
lieu of fractions of shares of Common Stock.  The Company will not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

           

          Section 17.06.       Effect Of Reclassification,
Consolidation, Merger or Sale. 
If any of the following events occur, namely (i) any reclassification or
change of the outstanding shares of Common Stock (other than a subdivision or
combination to which Section 17.05(c) applies), (ii) any
consolidation, merger or binding share exchange of the Company with another
Person as a result of which holders of Common Stock shall be entitled to receive
stock, other securities or other property or assets (including cash) with
respect to or in exchange for such Common Stock, or (iii) any sale or
conveyance of all or substantially all of the properties and assets of the
Company to any other Person as a result of which holders of Common Stock shall
be entitled to receive stock, other securities or other property or assets
(including cash) with respect to or in exchange for such Common Stock, then the
Company or the successor or purchasing Person, as the case may be, shall execute
with the Trustee a supplemental indenture (which shall comply with the Trust
Indenture Act as in force at the date of execution of such supplemental
indenture) providing that each Debenture shall be convertible into the kind and
amount of shares of stock, other securities or other property or assets
(including cash) receivable upon such reclassification, change, consolidation,
merger, combination, sale or conveyance by a holder of a number of shares of
Common Stock issuable upon conversion of such Debentures (assuming, for such
purposes, a sufficient number of authorized shares of Common Stock are available
to convert all such Debentures) immediately prior to such reclassification,
change, consolidation, merger, combination, sale or conveyance assuming such
holder of Common Stock did not exercise his rights of election, if any, as to
the kind or amount of stock, other securities or other property or assets
(including cash) receivable upon such reclassification, change, consolidation,
merger, combination, sale or conveyance (provided that, if the kind or amount of
stock, other securities or other property or assets (including cash) receivable
upon such reclassification, change, consolidation, merger, combination, sale or
conveyance is not the same for each share of Common Stock in respect of which
such rights of election shall not have been exercised ("non-electing share"), then for
the purposes of this Section 17.06 the kind and amount of stock, other
securities or other property or assets (including cash) receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
for each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares).  Such
supplemental indenture shall provide for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Article 17.

           

           

          
            
              
              

            

            
              -76-

              
                

              

            

            
              
              

            

          

           

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

           

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

           

          If this
Section 17.06 applies to any event or occurrence, Section 17.05 shall
not apply.

           

          Section 17.07.       Taxes On Shares
Issued. 
The issue of stock certificates on conversions of Debentures shall be made
without charge to the converting Debentureholder for any documentary, stamp or
similar issue or transfer tax in respect of the issue thereof.  The
Company shall not, however, be required to pay any such tax that may be payable
in respect of any transfer involved in the issue and delivery of stock in any
name other than that of the holder of any Debenture converted, and the Company
shall not be required to issue or deliver any such stock certificate unless and
until the Person or Persons requesting the issue thereof shall have paid to the
Company the amount of such tax or shall have established to the satisfaction of
the Company that such tax has been paid.

           

          Section 17.08.        Reservation of Shares, Shares to Be
Fully Paid; Compliance With Governmental Requirements; Listing of Common
Stock.   The
Company shall provide, free from preemptive rights, out of its authorized but
unissued shares or shares held in treasury, sufficient shares of Common Stock to
provide for the conversion of the Debentures from time to time as such
Debentures are presented for conversion.

           

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

           

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

           

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

           

          The
Company further covenants that, if at any time the Common Stock shall be listed
on the New York Stock Exchange or any other national securities exchange or
automated quotation system, the Company will, if permitted by the rules of such
exchange or automated quotation system, list and 

           

           

          
            
              
              

            

            
              -77-

              
                

              

            

            
              
              

            

          

           

          keep listed, so long as the Common Stock shall be so listed on
such exchange or automated quotation system, all Common Stock issuable upon
conversion of the Debenture;
provided that if the rules of such exchange or automated quotation system
permit the Company to defer the listing of such Common Stock until the first
conversion of the Debentures into Common Stock in accordance with the provisions
of this Indenture, the Company covenants to list such Common Stock issuable upon
conversion of the Debentures in accordance with the requirements of such
exchange or automated quotation system at such time.

           

          Section 17.09.      Responsibility Of
Trustee. 
The Trustee and any other conversion agent shall not at any time be under any
duty or responsibility to any holder of Debentures to determine the Conversion
Rate or whether any facts exist that may require any adjustment of the
Conversion Rate, or with respect to the nature or extent or calculation of any
such adjustment when made, or with respect to the method employed, or herein or
in any supplemental indenture provided to be employed, in making the
same.  The Trustee and any other conversion agent shall not be
accountable with respect to the validity or value (or the kind or amount) of any
shares of Common Stock, or of any securities or property, which may at any time
be issued or delivered upon the conversion of any Debenture; and the Trustee and
any other conversion agent make no representations with respect
thereto.  Neither the Trustee nor any conversion agent shall be
responsible for any failure of the Company to issue, transfer or deliver any
shares of Common Stock or stock certificates or other securities or property or
cash upon the surrender of any Debenture for the purpose of conversion or to
comply with any of the duties, responsibilities or covenants of the Company
contained in this Article 17.  Without limiting the generality of
the foregoing, neither the Trustee nor any conversion agent shall be under any
responsibility to determine the correctness of any provisions contained in any
supplemental indenture entered into pursuant to Section 17.06 relating
either to the kind or amount of shares of stock or securities or property
(including cash) receivable by Debentureholders upon the conversion of their
Debentures after any event referred to in such Section 17.06 or to any
adjustment to be made with respect thereto, but, subject to the provisions of
Section 9.01, may accept as conclusive evidence of the correctness of any
such provisions, and shall be protected in relying upon, the Officers'
Certificate (which the Company shall be obligated to file with the Trustee prior
to the execution of any such supplemental indenture) with respect
thereto.

           

          Section 17.10.        Notice To Holders Prior To Certain
Actions. 
In case:

           

          (a)           the
Company shall declare a dividend (or any other distribution) on its Common Stock
that would require an adjustment in the Conversion Rate pursuant to
Section 17.05; or

           

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

           

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

           

           

          
            
              
              

            

            
              -78-

              
                

              

            

            
              
              

            

          

           

          of the Company is required, or of the sale or transfer of all or
substantially all of the assets of the Company; or

           

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

           

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

           

          Section 17.11.       Stockholder Rights
Plans. 
There shall be no adjustment to the Conversion Rate upon the issuance of rights
(the "Rights") provided
for in any future rights plan adopted by the Company, prior to the Rights
separating from the Common Stock.  If the Rights have separated from
the shares of Common Stock in accordance with the provisions of the applicable
stockholder rights agreement so that the holders of the Debentures would not be
entitled to receive any rights in respect of Common Stock issuable upon
conversion of the Debentures, the Conversion Rate will be adjusted as if the
Company distributed to all holders of Common Stock shares of the Company's
capital stock, evidences of indebtedness, property or assets (including
securities but excluding rights or warrants to purchase Common Stock issued to
all holders of Common Stock, Common Stock issued as a dividend or distribution
on Common Stock and cash distributions), subject to readjustment in the event of
the expiration, termination or redemption of the rights.  In lieu of
any such adjustment, the Company may amend such applicable stockholder rights
agreement, to the extent necessary, to provide that upon conversion of the
Debentures the holders will receive, in addition to the Common Stock issuable
upon such conversion, the rights that would have attached to such Common Stock
if the rights had not become separated from the Common Stock under such
applicable stockholder rights agreement.

           

          Section 17.12.       Issuer Determination
Final. 
Any determination that the Company or Board of Directors of the Company must
make pursuant to Section 17.01, Section 17.02, Section 17.03,
Section 17.04, Section 17.05, Section 17.06 or Section 17.13
shall, absent manifest error, be conclusive.

           

          Section 17.13.       Termination of Conversion Rights by
the Company  The
Company may, at its option and subject to the last sentence of this paragraph,
elect to terminate the right of the holders to convert their Debentures into
Common Stock (the “Conversion
Right”) if at any time the Closing 

           

           

          
            
              
              

            

            
              -79-

              
                

              

            

            
              
              

            

          

           

          Sale Price of the Common Stock has exceeded 150% of the Conversion
Price then in effect for at least twenty (20) Trading Days within a period of
any thirty (30) consecutive Trading Days (a “Conversion Termination Trigger
Event”).  If the Company elects to terminate the Conversion
Right upon a Conversion Termination Trigger Event, the Company, or, at its
request, the Trustee in the name of and at the expense of the Company, will be
required to deliver an irrevocable notice to holders of Debentures within five
Trading Days of the date of the Conversion Termination Trigger Event (the “Conversion Termination
Notice,” and the date of such Conversion Termination Notice, the “Conversion Termination Notice
Date”).  Holders may convert their Debentures at any time on or
prior to the twentieth (20th) day
following the Conversion Termination Notice Date (the “Conversion Termination
Date”).  The Conversion Rights of holders shall terminate after
the Conversion Termination Date (a “Conversion Termination”), and
thereafter the holders shall have no rights to convert and receive shares of
Common Stock under the Debentures or this Indenture.  During the
period from the date of this Indenture until the date that is one-year after the
later of the last date of original issuance of the Debentures and the last date
on which the Company or any Affiliate of the Company was the owner of the
Debentures, the Company may only terminate the Conversion Right upon a
Conversion Termination Trigger Event if a shelf registration statement that
registers the resale of the Debentures and the Common Stock issuable upon
conversion of the Debentures (including any shares issuable pursuant to the
Coupon Make-Whole Payment, if applicable) (the “Shelf Registration Statement”)
has been filed by the Company and been declared effective by the Commission or
is automatically effective and is available for use, and the Company expects
such Shelf Registration Statement to remain effective and available for use from
the Conversion Termination Notice Date until thirty (30) days following the
Conversion Termination Date.  After the one-year period referenced in
the immediately preceding sentence,  the Company may terminate the
Conversion Right upon a Conversion Termination Trigger Event only so long as
there is an effective Shelf Registration Statement or the Common Stock issuable
upon conversion of the Debentures (including any shares issuable pursuant to the
Coupon Make-Whole Payment) is otherwise freely transferable by a person who is
not an affiliate of the Company pursuant to Rule 144 under the Securities Act
(or any successor provision thereto) without any volume or manner of sale
restrictions thereunder.

           

          If the
Conversion Termination Date occurs prior to __________, each holder whose
Debentures are converted after the Conversion Termination Notice Date and on or
before the Conversion Termination Date will receive an additional payment (the
“Coupon Make-Whole
Payment”) in cash (except as provided below) with respect to the
Debentures converted in an amount equal to the aggregate amount of interest
payments that would have been payable on the Debentures from the last day
through which interest was paid on the Debentures, or __________, if no interest
has been paid, to (but excluding) __________, provided that each interest
payment that would be owed during such period shall be discounted to the present
value of such interest payment using a discount rate equal to the interest rate
of U.S. Treasury bonds with equivalent (or nearly equivalent) remaining terms
from the applicable Conversion Date to (but excluding)
__________.  The Coupon Make-Whole Payment shall be calculated in
accordance with the foregoing as determined in good faith by the Company. For
the avoidance of doubt, holders that receive Additional Shares pursuant to
Section 17.01(c) with respect to Debentures being converted in 

           

           

          
            
              
              

            

            
              -80-

              
                

              

            

            
              
              

            

          

           

          connection with a Designated Event will not be entitled to a
Coupon Make-Whole Payment for such converted Debentures pursuant to this Section
17.13.

           

          Notwithstanding
the foregoing, the Company may, in its sole discretion, elect to make any or all
of such Coupon Make-Whole Payment in shares of Common Stock in lieu of cash by
providing notice of such election in the Conversion Termination
Notice.  Such Common Stock will be valued at a price per share equal
to the greater of (a) the Conversion Price and (b) 95% of the Five Day
VWAP.  Prior to or concurrently with such payment, the Company will
provide the Trustee with an Officers’ Certificate setting forth the calculation
of the payment required by this Section 17.13(a).  The Trustee shall
have no obligation or liability with respect to the calculation of the payments
required by this Section 17.13(a).

           

          (b)           The
Company shall mail the Conversion Termination Notice to the Trustee and to each
holder (and to beneficial owners as required by applicable law).  The
Conversion Termination Notice shall include the form of the conversion notice to
be completed by the holder and shall state:

           

          (i)           the
Conversion Termination Date;

           

          (ii)           briefly,
the conversion rights of the Debentures;

           

          (iii)           the
name and address of each Paying Agent and Conversion Agent;

           

          (iv)           the
Coupon Make-Whole Payment, and if the Company intends to pay any or all
of  the Coupon Make-Whole Payment in shares of Common Stock in
accordance with Section 17.13(a); and

           

          (v)           the
Conversion Price and Conversion Rate and any adjustments thereto.

           

          Whenever
in the Debentures or in this Indenture there is a reference, in any context, to
any conversion obligation of the Company, such reference shall be qualified by
the conversion termination provisions of this Section 17.13, and the Company
will not be required to comply with any of the conversion provisions of the
Debentures and this Indenture (including, without limitation, Article 17 (other
than this Section 17.13)) after a Conversion Termination has occurred pursuant
to the provisions of Section 17.13 of this Indenture, and any express mention of
the conversion termination provisions of this Section 17.13 in any provision of
this Indenture shall not be construed as excluding the conversion termination
provisions of this Section 17.13 in those provisions of this Indenture when such
express mention is not made.

           

          (c)           Concurrently
with the mailing of any such Conversion Termination Notice, the Company shall
issue a press release announcing such Conversion Termination, the form and
content of which press release shall be determined by the Company in good faith,
but in its sole discretion, and in accordance with applicable securities
laws.

           

          During
the period beginning on the date of the Conversion Termination Notice and ending
on the date thirty (30) days after the Conversion Termination Date, the Company
shall not publicly 

           

           

          
            
              
              

            

            
              -81-

              
                

              

            

            
              
              

            

          

           

          offer to sell any shares of Common Stock or securities convertible
into or exchangeable for Common Stock (other than the Common Stock and shares
issued pursuant to employee benefit plans, qualified stock option plans or other
employee compensation plans existing prior to the date of the Conversion
Termination Notice or pursuant to then outstanding options, warrants or rights),
or publicly offer to sell or grant options, rights or warrants with respect to
any shares of Common Stock or securities convertible into or exchangeable for
Common Stock (other than the grant of options pursuant to option plans existing
prior to the date of the Conversion Termination Notice).

           

          ARTICLE 18

          MISCELLANEOUS
PROVISIONS

           

          Section 18.01.       Provisions Binding On Company's
Successors. 
All the covenants, stipulations, promises and agreements by the Company
contained in this Indenture shall bind its successors and assigns whether so
expressed or not.

           

          Section 18.02.       Official Acts By Successor
Corporation. 
Any act or proceeding by any provision of this Indenture authorized or required
to be done or performed by any board, committee or officer of the Company shall
and may be done and performed with like force and effect by the like board,
committee or officer of any Person that shall at the time be the lawful sole
successor of the Company.

           

          Section 18.03.        Addresses For Notices,
Etc. 
Any notice or demand that by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the holders of Debentures
on the Company shall be deemed to have been sufficiently given or made, for all
purposes, if given or served by being deposited postage prepaid by registered or
certified mail in a post office letter box or sent by telecopier transmission
addressed as follows:  CommScope, Inc., 1100 CommScope Place, S.E.,
Hickory, North Carolina, 28602, Attention: Frank B. Wyatt, II.  Any
notice, direction, request or demand hereunder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
served by being deposited, postage prepaid, by registered or certified mail in a
post office letter box or sent by telecopier transmission addressed as follows:
U.S. Bank National Association, ___________________.

           

          Any
notice or demand that by any provision of this Indenture is required or
permitted to be given or served by the Company may, at the Company's written
request received by the Trustee not fewer than five (5) Business Days prior (or
such shorter period of time as may be acceptable to the Trustee) to the date on
which such notice must be given or served, be given or served by the Trustee in
the name of and at the expense of the Company.

           

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

           

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

           

           

          
            
              
              

            

            
              -82-

              
                

              

            

            
              
              

            

          

           

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

           

          Section 18.04.       Governing Law. 
This Indenture and each Debenture shall be deemed to be a contract made under
the laws of the State of New York, and for all purposes shall be governed by,
and construed in accordance with, the laws of the State of New York, without
regard to conflicts of laws principles thereof.

           

          Section 18.05.        Evidence Of Compliance With
Conditions Precedent, Certificates To Trustee. 
Upon any application or demand by the Company to the Trustee to take any action
under any of the provisions of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with, and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with; provided, that with respect
to matters of fact, an Opinion of Counsel may rely on an Officer's Certificate
or a certificate of public officials.

           

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

           

          Section 18.06.       Legal Holidays. 
In any case in which the date of maturity of Interest on or principal of the
Debentures or the redemption or repurchase date of any Debenture will not be a
Business Day, then payment of such Interest on or principal of the Debentures
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date of maturity or the
redemption or repurchase date, and no Interest shall accrue for the period from
and after such date.

           

          Section 18.07.         Trust Indenture
Act. 
This Indenture is hereby made subject to, and shall be governed by, the
provisions of the Trust Indenture Act required to be part of and to govern
indentures qualified under the Trust Indenture Act; provided that unless
otherwise required by law, notwithstanding the foregoing, this Indenture and the
Debentures issued hereunder shall not be subject to the provisions of
subsections (a)(1), (a)(2), and (a)(3) of Section 314 of the Trust
Indenture Act as now in effect or as hereafter amended or modified; provided further that this
Section 18.07 shall not require this Indenture or the Trustee to be
qualified under the Trust Indenture Act prior to the time such qualification is
in fact required under the terms of the Trust Indenture Act, nor shall it
constitute any admission or acknowledgment by any party to the Indenture that
any such qualification is required prior to the time such qualification is in
fact required under the terms of the Trust Indenture Act.  If any
provision hereof limits, qualifies or conflicts with another provision


           

           

          
            
              
              

            

            
              -83-

              
                

              

            

            
              
              

            

          

           

          hereof that is required to be included in an indenture qualified
under the Trust Indenture Act, such required provision shall control.

           

          Section 18.08.       No Security Interest
Created. 
Nothing in this Indenture or in the Debentures, expressed or implied, shall be
construed to constitute a security interest under the Uniform Commercial Code or
similar legislation, as now or hereafter enacted and in effect, in any
jurisdiction in which property of the Company or its subsidiaries is
located.

           

          Section 18.09.       Benefits Of
Indenture. 
Nothing in this Indenture or in the Debentures, express or implied, shall give
to any Person, other than the parties hereto, any paying agent, any
authenticating agent, any Debenture Registrar and their successors hereunder and
the holders of Debentures any benefit or any legal or equitable right, remedy or
claim under this Indenture.

           

          Section 18.10.       Authenticating
Agent. 
The Trustee may appoint an authenticating agent that shall be authorized to act
on its behalf, and subject to its direction, in the authentication and delivery
of Debentures in connection with the original issuance thereof and transfers and
exchanges of Debentures hereunder, including under Sections 2.04, 2.05,
2.06, 2.07, 3.03 and 3.05, as fully to all intents and purposes as though the
authenticating agent had been expressly authorized by this Indenture and those
Sections to authenticate and deliver Debentures.  For all purposes of
this Indenture, the authentication and delivery of Debentures by the
authenticating agent shall be deemed to be authentication and delivery of such
Debentures "by the Trustee" and a certificate of authentication executed on
behalf of the Trustee by an authenticating agent shall be deemed to satisfy any
requirement hereunder or in the Debentures for the Trustee's certificate of
authentication.  Such authenticating agent shall at all times be a
Person eligible to serve as trustee hereunder pursuant to
Section 9.09.

           

          Any
corporation into which any authenticating agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
consolidation or conversion to which any authenticating agent shall be a party,
or any corporation succeeding to the corporate trust business of any
authenticating agent, shall be the successor of the authenticating agent
hereunder, if such successor corporation is otherwise eligible under this
Section 18.10, without the execution or filing of any paper or any further
act on the part of the parties hereto or the authenticating agent or such
successor corporation.

           

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

           

           

          
            
              
              

            

            
              -84-

              
                

              

            

            
              
              

            

          

           

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

           

          The
provisions of Sections 9.02, 9.03, 9.04 and 10.03 and this
Section 18.10 shall be applicable to any authenticating agent.

           

          Section 18.11.      Execution In
Counterparts. 
This Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one
and the same instrument.

           

          Section 18.12.      Severability. 
In case any provision in this Indenture or in the Debentures shall be invalid,
illegal or unenforceable, then (to the extent permitted by law) the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

           

          U.S. Bank
National Association, hereby accepts the duties of Trustee in this Indenture
declared and provided, upon the terms and conditions herein above set
forth.

           

          Section 18.13.       Table of Contents, Headings,
Etc. 
The table of contents and the titles and headings of the Articles and Sections
of this Indenture have been inserted for convenience of reference only, are not
considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

           

          IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed.

           

                      COMMSCOPE,
INC.

           

                      By:    _____________________________                                                                

                      Name:

                      Title:

           

                      U.S. BANK NATIONAL
ASSOCIATION,

           

                      as
Trustee

           

                      By:    _____________________________                                                                

                      Name:

                      Title:

           

          


          
            
              
              

            

            
              -85-

              
                

              

            

            
              
              

            

          

           

          


          


           

          SCHEDULE
A

           

          


          
            	
                    
                       

                      Additional
      Shares upon a Designated Event

                       

                    

                  
	
                    
                       

                      Share
      Price

                       

                    

                  
	
                    
                      Effective
      Date________

                    

                  	 
      ________	 
      ________	 
      ________	 
      ________	 
      ________	 
      ________	 
      ________	 
      ________	 
      ________	 
      ________	 
      ________	 
      ________
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


          

           

           

           

           

          
 

          
            
              
              

            

            
              -1-

              
                

              

            

            
              
              

            

          

          


           

          EXHIBIT A

           

          [Include
only for Global Debentures]

           

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

           

           

          
            
              
              

            

            
              -2-

              
                

              

            

            
              
              

            

          

           

          COMMSCOPE,
INC.

           

           %
CONVERTIBLE SENIOR SUBORDINATED DEBENTURE DUE 20

           

          
             

            
              	 	
                        CUSIP:
      ______ ___

                    
	 No.
1	
                       $________________

                    


            

             

          

           

           

          CommScope,
Inc., a corporation duly organized and validly existing under the laws of the
State of Delaware (herein called the "Company", which term includes
any successor corporation under the Indenture referred to on the reverse
hereof), for value received hereby promises to pay to [________], [the principal
sum of _________ DOLLARS] [the principal sum set forth on Schedule I hereto]1, which amount shall not exceed _______________
($___________) on _______ at the office or agency of the Company maintained for
that purpose in accordance with the terms of the Indenture, in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay Interest,
semiannually on _______ and ________ of each year (each, an "Interest Payment
Date"), commencing ________, on said principal sum at said office or agency, in
like coin or currency, at the rate per annum of __%, from the ________ or
___________, as the case may be, next preceding the date of this Debenture to
which Interest has been paid or duly provided for, unless the date hereof is a
date to which Interest has been paid or duly provided for, in which case from
the date of this Debenture, or unless no Interest has been paid or duly provided
for on the Debentures, in which case from _________ until payment of said
principal sum has been made or duly provided for.  Notwithstanding the
foregoing, if the date hereof is after any _______ or ________, as the case may
be, and before the following _______ or ________, this Debenture shall bear
Interest from such _______ or ________; provided that if the Company
shall default in the payment of Interest due on such ________ or ________, then
this Debenture shall bear Interest from the next preceding ________ or ________
to which Interest has been paid or duly provided for or, if no Interest has been
paid or duly provided for on such Debenture, from __________.  Except
as otherwise provided in the Indenture, the Interest payable on the Debenture
pursuant to the Indenture on any ________ or ________ will be paid to the Person
entitled thereto as it appears in the Debenture Register at the close of
business on the record date, which shall be the __________ or __________
(whether or not a Business Day) (each a "Record Date") next preceding
such __________ or __________, as provided in the Indenture; provided that any such
Interest not punctually paid or duly provided for shall be payable as provided
in the Indenture.  The Company shall pay Interest (i) on any
Debentures in certificated form by check mailed to the address of the Person
entitled thereto as it appears in the Debenture Register or (ii) on any
Global Debenture by wire transfer of immediately available funds to the account
of the Depositary or its nominee.

           

          Reference
is made to the further provisions of this Debenture set forth on the reverse
hereof, including, without limitation, provisions subordinating the payment of
principal of and Interest on the Debentures to the prior payment in full of all
Senior Indebtedness, as defined in the Indenture, 

           

          ___________________

          1 For Global Notes only.

           

           

          
            
              
              

            

            
              -3-

              
                

              

            

            
              
              

            

          

           

           

          and provisions giving the holder of this Debenture the right to
convert this Debenture into Common Stock of the Company on the terms and subject
to the limitations referred to on the reverse hereof and as more fully specified
in the Indenture.  Such further provisions shall for all purposes have
the same effect as though fully set forth at this place.

           

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

           

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

           

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

           

          Dated:  __________                                                                                           COMMSCOPE, INC.

           

          


           

                          By:   ___________________________________                                                                 

                          Name:

                          Title:

           

          


            
            


             

             

             

          

          
            
              
              

            

            
              -4-

              
                

              

            

            
              
              

            

          

           

          TRUSTEE'S
CERTIFICATE OF AUTHENTICATION

           

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

           

          U.S.
Bank National Association, as Trustee

           

          


           

          By:   __________________________________                                                             

          Authorized Signatory

           

          , or

           

          By:   __________________________________                                                             

          As Authenticating Agent

          (if different from
Trustee)

           

          


           

          By:  
__________________________________                                                              

          Authorized Signatory

           

           

           

          
            
              
              

            

            
              -5-

              
                

              

            

            
              
              

            

          

          
 

          FORM
OF REVERSE OF DEBENTURE

           

          COMMSCOPE,
INC.

           

           %
CONVERTIBLE SENIOR SUBORDINATED DEBENTURE DUE 20

           

          This
Debenture is one of a duly authorized issue of Debentures of the Company,
designated as its % Convertible Senior Subordinated Debentures Due 20__ (herein
called the "Debentures"), limited in
aggregate principal amount to $__________ of Initial Debentures (or up to
$__________ if Additional Debentures are issued in full in accordance with
Section 2.01 of the Indenture) (which principal amount may from time to time be
increased or decreased to such other principal amount not to exceed $__________
(or up to $__________ of Debentures to the extent any Additional Debentures are
issued) by adjustments made on the records of the Trustee in accordance with the
below referenced Indenture), issued and to be issued under and pursuant to an
Indenture dated as of _________ (herein called the "Indenture"), between the
Company and U.S. Bank National Association, as trustee (herein called the "Trustee"), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the
Debentures.  The Indenture provides that Additional Debentures in an
aggregate principal amount not to exceed $__________may be issued thereunder, if
certain conditions are met.

           

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

           

          The
Indenture contains provisions permitting the Company and the Trustee, with the
consent of the holders of at least a majority in aggregate principal amount of
the Debentures at the time Outstanding, to execute supplemental indentures
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or modifying in any
manner the rights of the holders of the Debentures; provided that no such
supplemental indenture shall (i) extend the fixed maturity of any
Debenture, reduce the rate or extend the time of payment of Interest thereon,
reduce the principal amount thereof, reduce any amount payable upon redemption
or repurchase thereof, impair the right of any Debenture holder to institute
suit for the payment thereof, make the principal thereof or Interest thereon
payable in any coin or currency other than that provided in the Debentures,
change the rights granted to the holders in Section 17.01(c) of the
Indenture, change the obligation of the Company to redeem any Debenture on a
redemption date in a manner adverse to the holders of the Debentures, change the
obligation of the Company to repurchase any Debenture upon the happening of a
Designated Event in a manner adverse to the holders of the Debentures, change
the obligation of the Company to repurchase any Debenture on a Repurchase Date
in a manner adverse to the holders of the Debentures, impair the right to
convert the Debentures into Common Stock subject to the terms set forth in the
Indenture, including Section 17.06 thereof, modify the subordination
provisions of the Indenture (including the definition of Senior Indebtedness) in
a material respect in a manner adverse to the holder of 

           

           

          
            
              
              

            

            
              -6-

              
                

              

            

            
              
              

            

          

           

          Debentures without the consent of the holder of each Debenture so
affected, reduce the number of shares of Common Stock or amount of other
property receivable upon conversion of the Debentures, modify any of the
provisions of Section 12.02 or Section 8.07 of the Indenture, except
to increase any such percentage or to provide that certain other provisions of
the Indenture cannot be modified or waived without the consent of the holder of
each Debenture so affected, change any obligation of the Company to maintain an
office or agency in the places and for the purposes set forth in
Section 6.01 of the Indenture, or reduce the quorum or voting requirements
set forth in Article 11 of the Indenture or (ii) reduce the aforesaid
percentage of Debentures, the holders of which are required to consent to any
such supplemental indenture, without the consent of the holders of all
Debentures then Outstanding.

           

          Subject
to the provisions of the Indenture, the holders of a majority in aggregate
principal amount of the Debentures at the time Outstanding may on behalf of the
holders of all of the Debentures waive any past default or Event of Default
under the Indenture and its consequences except (A) a default in the
payment of Interest, or the principal of, any of the Debentures, (B) a
failure by the Company to convert any Debentures into Common Stock of the
Company, (C) a default in the payment of the redemption price pursuant to
Article 3 of the Indenture, (D) a default in the payment of the
repurchase price pursuant to Article 3 of the Indenture, or (E) a
default in respect of a covenant or provisions of the Indenture that under
Article 12 of the Indenture cannot be modified or amended without the
consent of the holders of each or all Debentures then Outstanding or affected
thereby.  Any such consent or waiver by the holder of this Debenture
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such holder and upon all future holders and owners of this Debenture and
any Debentures that may be issued in exchange or substitution hereof,
irrespective of whether or not any notation thereof is made upon this Debenture
or such other Debentures.

           

          The
Debentures will be pari
passu in right of payment to all Senior Subordinated Indebtedness of the
Company and senior in right of payment to all Subordinated Indebtedness of the
Company.  Each holder of this Debenture, whether upon original issue
or upon registration of transfer, assignment or exchange thereof, by accepting
the same, agrees to the subordination provisions set forth in Article 4 of
the Indenture and authorizes the Trustee on its behalf to take such action as
may be necessary or appropriate to effectuate the subordination so provided and
appoints the Trustee his attorney-in-fact for any and all such
purposes.

           

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

           

          Interest
on the Debentures shall be computed on the basis of a 360-day year of twelve
30-day months.

           

          The
Debentures are issuable in fully registered form, without coupons, in
denominations of $1,000 principal amount and any multiple of
$1,000.  At the office or agency of the Company referred to on the
face hereof, and in the manner and subject to the limitations provided in the
Indenture, without payment of any service charge but with payment of a sum
sufficient to cover any 

           

           

          
            
              
              

            

            
              -7-

              
                

              

            

            
              
              

            

          

           

          tax, assessment or other governmental charge that may be imposed
in connection with any registration or exchange of Debentures, Debentures may be
exchanged for a like aggregate principal amount of Debentures of any other
authorized denominations.

           

          The
Company may not redeem any Debentures before __________.  At any time
on or after __________and prior to maturity, the Debentures may be redeemed at
any time or from time to time at the option of the Company, in whole or in
part.  The Company may redeem the Debentures upon mailing a notice of
such redemption not less than thirty (30) days but not more than sixty (60) days
before the redemption date to the holders of Debentures at their last registered
addresses, all as provided in the Indenture, at a redemption price equal to 100%
of the principal amount of Debentures being redeemed and accrued and unpaid
Interest, to, but excluding, the redemption date; provided that if the
redemption date falls after a Record Date and on or prior to the corresponding
Interest Payment Date, then the Interest payable on such date shall be paid to
the holder of record on the corresponding Record Date.

           

          The
Company may not give notice of any redemption of the Debentures if a default in
the payment of Interest on the Debentures has occurred and is
continuing.

           

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

           

          If a
Designated Event occurs at any time prior to maturity of the Debentures, the
Debentures may be repurchased at the option of the holders of the Debentures on
a Designated Event Repurchase Date, not less than twenty (20) nor more than
thirty-five (35) Business Days after notice thereof, at the option of the holder
of this Debenture at a repurchase price equal to 100% of the principal amount
thereof, together with accrued and unpaid Interest to (but excluding) the
Designated Event Repurchase Date; provided that if such
Designated Event Repurchase Date falls after a Record Date and on or prior the
corresponding Interest Payment Date, the Interest payable on such Interest
Payment Date shall be paid to the holder of record of this Debenture on the
corresponding Record Date.  The Debentures will be redeemable in
multiples of $1,000 principal amount.  The Company shall mail, or
cause the Trustee to mail, to all holders of record of the Debentures a notice
of the occurrence of a Designated Event and of the repurchase right arising as a
result thereof on or before the 20th day after the occurrence of such Designated
Event.  For a Debenture to be so repurchased at the option of the
holder, the Company must receive at the office or agency of the Company
maintained for that purpose in accordance with the terms of the Indenture, such
Debenture with the form entitled "Option to Elect Repurchase Upon a
Designated Event" on the reverse thereof duly completed, together with
such Debenture, duly endorsed for transfer, on or before the Designated Event
Expiration Time.

           

          Subject
to the terms and conditions of the Indenture, the Company shall become obligated
to purchase, at the option of the holder, all or any portion of the Debentures
held by such holder on __________, __________and __________in whole multiples of
$1,000 at a purchase price of 100% of the principal amount, plus any accrued and
unpaid Interest, on such Debenture up to the Repurchase Date.  To
exercise such right, a holder shall deliver to the Company such Debenture with
the form entitled "Repurchase
Notice" on the reverse thereof duly completed, together with the
Debenture, duly endorsed for transfer, at any time from the opening of business
on the date that is twenty (20) Business Days prior to such Repurchase Date
until the close of business on the 

           

           

          
            
              
              

            

            
              -8-

              
                

              

            

            
              
              

            

          

           

          Repurchase Date, and shall deliver the Debentures to the Trustee
(or other paying agent appointed by the Company) as set forth in the
Indenture.

           

          Holders
have the right to withdraw any Option to Elect Repurchase Upon a Designated
Event or Repurchase Notice, as the case may be, by delivering to the Trustee (or
other paying agent appointed by the Company) a written notice of withdrawal up
to 5:00 p.m., New York City time, on the Designated Event Repurchase Date or
Repurchase Date, as the case may be, all as provided in the
Indenture.

           

          If cash,
sufficient to pay the purchase price of all Debentures or portions thereof to be
purchased as of the Designated Event Repurchase Date or Repurchase Date, as the
case may be, is held by the Trustee (or other paying agent appointed by the
Company), on the Business Day following the Designated Event Repurchase Date or
Repurchase Date, as the case may be, Interest will cease to accrue on such
Debentures (or portions thereof) immediately after such Designated Event
Repurchase Date or Repurchase Date, as the case may be, and the holder thereof
shall have no other rights as such other than the right to receive the
repurchase price upon surrender of such Debenture.

           

          Prior to
the close of business on __________, the holder hereof has the right, at its
option, to convert each $1,000 principal amount of the Debentures into
__________ shares of the Company's Common Stock (the "Conversion Rate ") (a
conversion price of approximately $________ per share), as such shares shall be
constituted at the date of conversion and subject to adjustment from time to
time as provided in the Indenture, upon surrender of this Debenture with the
form entitled "Conversion Notice " on the reverse thereof duly completed, to the
Company at the office or agency of the Company maintained for that purpose in
accordance with the terms of the Indenture, or at the option of such holder, the
Corporate Trust Office, and, unless the shares issuable on conversion are to be
issued in the same name as this Debenture, duly endorsed by, or accompanied by
instruments of transfer in form satisfactory to the Company duly executed by,
the holder or by his duly authorized attorney.  If a holder elects to
convert its Debentures in connection with a corporate transaction that
constitutes a Designated Event that occurs prior to __________, then the
Conversion Rate of the Debentures being converted by such holder at that time
may be increased so that such holder will be entitled to receive, in addition to
the Common Stock such holder is otherwise entitled to receive, Additional Shares
as determined in accordance with the terms of the Indenture.

           

          Subject
to the provisions of the Indenture, the Company may elect to terminate the right
of the holders to convert their Debentures prior to the maturity date of the
Debentures if the Closing Sale Price of the Common Stock has exceeded 150% of
the Conversion Price then in effect for at least 20 Trading Days out of the 30
consecutive Trading Days ending within five Trading Days prior to the delivery
to the holders of the Conversion Termination Notice.  If the Company
elects to terminate the right to convert the Debentures prior to __________, the
Company shall be required to make the Coupon Make-Whole Payment, in cash and/or
in Common Stock, as provided in the Indenture.

           

          No
adjustment in respect of Interest on any Debenture converted or dividends on any
shares issued upon conversion of such Debenture will be made upon any conversion
except as set forth in the next sentence.  If this Debenture (or
portion hereof) is surrendered for conversion during the 

           

           

          
            
              
              

            

            
              -9-

              
                

              

            

            
              
              

            

          

           

          period from the close of business on any Record Date for the
payment of Interest to the close of business on the Business Day preceding the
following Interest Payment Date, this Debenture (or portion hereof being
converted) must be accompanied by payment, in immediately available funds or
other funds acceptable to the Company, of an amount equal to the Interest
otherwise payable on such Interest Payment Date on the principal amount being
converted; provided that no such payment shall be required (1) if the
Company has specified a redemption date that is after a Record Date and on or
prior to the next Interest Payment Date, (2) if the Company has specified a
Designated Event Repurchase Date that is during such period or (3) to the
extent of any overdue Interest, if any overdue Interest exists at the time of
conversion with respect to such Debenture.

           

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

           

          A
Debenture in respect of which a holder is exercising its right to require
repurchase upon a Designated Event or repurchase on a Repurchase Date may be
converted only if such holder withdraws its election to exercise either such
right in accordance with the terms of the Indenture.

           

          Any
Debentures called for redemption, unless surrendered for conversion by the
holders thereof on or before the close of business on the Business Day preceding
the redemption date, may be deemed to be redeemed from the holders of such
Debentures for an amount equal to the applicable redemption price, together with
accrued but unpaid Interest to, but excluding, the date fixed for redemption, by
one or more investment banks or other purchasers who may agree with the Company
(i) to purchase such Debentures from the holders thereof and convert them
into shares of the Company's Common Stock and (ii) to make payment for such
Debentures as aforesaid to the Trustee in trust for the holders.

           

          Upon due
presentment for registration of transfer of this Debenture at the office or
agency of the Company maintained for that purpose in accordance with the terms
of the Indenture, a new Debenture or Debentures of authorized denominations for
an equal aggregate principal amount will be issued to the transferee in exchange
thereof, subject to the limitations provided in the Indenture, without charge
except for any tax, assessment or other governmental charge imposed in
connection therewith.

           

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

           

           

          
            
              
              

            

            
              -10-

              
                

              

            

            
              
              

            

          

           

          No
recourse for the payment of the principal of or Interest on this Debenture, or
for any claim based hereon or otherwise in respect hereof, and no recourse under
or upon any obligation, covenant or agreement of the Company in the Indenture or
any supplemental indenture or in any Debenture, or because of the creation of
any indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, agent, officer or director or subsidiary, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

           

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

           

           

          
            
              
              

            

            
              -11-

              
                

              

            

            
              
              

            

          

           

          ABBREVIATIONS

           

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

           

          


          
            	
                    TEN
      COM

                  	
                    as
      tenants in common

                  	
                    UNIF
      GIFT MIN ACT -___Custodian___

                  
	
                    TEN
      ENT

                  	
                    as
      tenant by the entireties

                  	
                    (Cust)                      (Minor)

                  
	
                    JT
      TEN

                  	
                    as
      joint tenants with right of survivorship and not as tenants in
      common

                  	
                    under
      Uniform Gifts to Minors Act

                  
	 
      	 
      	
                    ________________________

                    (State)

                  


          

           

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

           

           

           

          
            
              
              

            

            
              -12-

              
                

              

            

            
              
              

            

          

           

          CONVERSION
NOTICE

           

          


           

          TO:          COMMSCOPE,
INC.

          U.S. BANK NATIONAL
ASSOCIATION

           

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

           

          
            
              	
                      Dated:  _____________________________

                    	 
      
	 
      	
                      ______________________________________

                       

                    
	 
      	
                      ______________________________________

                    
	 
      	
                      Signature(s)

                       

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

                    
	 
      	
                      ______________________________________

                    
	 
      	
                      Signature
      Guarantee

                    


            

          

           

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

           

           

          
            
              
              

            

            
              -13-

              
                

              

            

            
              
              

            

          

           

          (Name)

           

          (Street
Address)

           

          (City,
State and Zip Code)

           

          Please
print name and address

           

          Principal
amount to be converted

          (if less
than all):

           

          $_______________________________

           

          Social
Security or Other Taxpayer

          Identification
Number:

           

          ________________________________

           

           

          
            
              
              

            

            
              -14-

              
                

              

            

            
              
              

            

          

           

          OPTION
TO ELECT REPURCHASE

           

          UPON
A DESIGNATED EVENT

           

          


           

          TO:           COMMSCOPE,
INC.

          U.S. BANK NATIONAL
ASSOCIATION

           

          Pursuant
to the terms of the Indenture and the Debentures, the undersigned registered
owner of this Debenture hereby irrevocably acknowledges receipt of a notice from
CommScope, Inc. (the "Company") as to the occurrence
of a Designated Event with respect to the Company and requests and instructs the
Company to repurchase the entire principal amount of this Debenture, or the
portion thereof (which is $1,000 or a multiple thereof) below designated, in
accordance with the terms of the Indenture referred to in this Debenture at the
price of 100% of such entire principal amount or portion thereof, together with
accrued and unpaid Interest to, but excluding, the Designated Event Repurchase
Date, to the registered holder hereof.  Capitalized terms used herein
but not defined shall have the meanings ascribed to such terms in the
Indenture.  The Debentures shall be repurchased by the Company as of
the Designated Event Repurchase Date pursuant to the terms and conditions
specified in the Debentures and the Indenture.

           

          
            
              	
                      Dated:  _____________________________

                    	 
      
	 
      	
                      ______________________________________

                       

                    
	 
      	
                      ______________________________________

                       

                    
	 
      	
                      Signature(s)

                       

                    
	 
      	
                      NOTICE:
      The above signatures
      of the holder(s) hereof must correspond with the name as written upon the
      face of the Debenture in every particular without alteration or
      enlargement or any change whatever.

                       

                      Debenture
      Certificate Number, if applicable:

                      
                        _________________________________

                      

                       

                      Principal
      amount to be repurchased (if less than all) (must be in integral multiples
      of $1,000):

                       

                      Social
      Security or Other Taxpayer

                      Identification
      Number

                    


            

          

           

           

          
            
              
              

            

            
              -15-

              
                

              

            

            
              
              

            

          

           

           

           

          REPURCHASE
NOTICE

           

          


           

          TO:           COMMSCOPE,
INC.

          U.S. BANK NATIONAL
ASSOCIATION

           

          Pursuant
to the terms of the Indenture and the Debentures, the undersigned registered
owner of this Debenture hereby irrevocably acknowledges receipt of a notice from
CommScope, Inc. (the "Company") regarding the right
of holders to elect to require the Company to repurchase the Debentures and
requests and instructs the Company to repurchase the entire principal amount of
this Debenture, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, in accordance with the terms of the Indenture at the
price of 100% of such entire principal amount or portion thereof, together with
accrued and unpaid Interest to, by excluding, the Repurchase Date, to the
registered holder hereof.  Capitalized terms used herein but not
defined shall have the meanings ascribed to such terms in the
Indenture.  The Debentures shall be repurchased by the Company as of
the Repurchase Date pursuant to the terms and conditions specified in the
Indenture.

           

          
             

            
              
                	
                        Dated:  _____________________________

                      	 
      
	 
      	
                        ______________________________________

                         

                      
	 
      	
                        ______________________________________

                         

                      
	 
      	
                        Signature(s)

                         

                      
	 
      	
                        NOTICE:
      The above signatures
      of the holder(s) hereof must correspond with the name as written upon the
      face of the Debenture in every particular without alteration or
      enlargement or any change whatever.

                         

                        Debenture
      Certificate Number, if applicable:

                        
                          _________________________________

                        

                         

                        Principal
      amount to be repurchased (if less than all) (must be in integral multiples
      of $1,000):

                         

                        Social
      Security or Other Taxpayer

                        Identification
      Number

                      


              

            

             

             

            
              
                
                

              

              
                -16-

                
                  

                

              

              
                
                

              

            

             

          

           

          ASSIGNMENT

           

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

           

          
             

            
              
                
                  	
                          Dated:  _____________________________

                        	 
      
	 
      	
                          ______________________________________

                           

                        
	 
      	
                          ______________________________________

                        
	 
      	
                          Signature(s)

                           

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

                        
	 
      	
                          ______________________________________

                        
	 
      	
                          Signature Guarantee

                        
	 	
                           

                          NOTICE:  The signature on the Conversion
      Notice, the Option to Elect Redemption Upon a Designated Event, the
      Repurchase Notice or the Assignment must correspond with the name as
      written upon the face of the Debenture in every particular without
      alteration or enlargement or any change
  whatever.

                        


                

              

            

             

            
              
                
                

              

              
                -17-

                
                  

                

              

              
                
                

              

            

          

           

           

          Schedule
I

           

          [Include
Schedule I only for a Global Note]

           

          COMMSCOPE,
INC.

           

           %
Convertible Senior Subordinated Debenture Due 20

           

          The
initial principal amount of this Debenture is $___________.  The
following increases or decreases in the principal amount of this Debenture have
been made:

           

          
            
              	
                      
                        Date

                      

                    	 
      	
                      
                        Principal
      Amount

                      

                    	 
      	
                      
                        Notation
      Explaining Principal Amount Recorded

                      

                    	 
      	
                      
                        Authorized
      Signature of Trustee or Custodian