<PAGE>
                                                                     EXHIBIT 4-C

                              TECH DATA CORPORATION

                 2% Convertible Subordinated Debentures due 2021

                                    Indenture

                                   Dated as of
                               December [ ], 2004

                J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

                                     Trustee



<PAGE>


                               TABLE OF CONTENTS

<Table>
<Caption>


                                                                                               PAGE



                                             ARTICLE I
                             DEFINITIONS AND INCORPORATION BY REFERENCE

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

                                             ARTICLE II
                                           THE SECURITIES

Section 2.1      Form and Dating .............................................................   9
Section 2.2      Execution and Authentication ................................................  10
Section 2.3      Registrar, Paying Agent and Conversion Agent ................................  11
Section 2.4      Paying Agent to Hold Money and Securities in Trust ..........................  11
Section 2.5      Securityholder Lists ........................................................  12
Section 2.6      Transfer and Exchange .......................................................  12
Section 2.7      Replacement Securities ......................................................  13
Section 2.8      Outstanding Securities; Determinations of Holders' Action Securities ........  14
Section 2.9      Temporary Securities ........................................................  14
Section 2.10     Cancellation ................................................................  15
Section 2.11     Persons Deemed Owners .......................................................  15
Section 2.12     Global Securities ...........................................................  15
Section 2.13     CUSIP Numbers ...............................................................  18

                                            ARTICLE III
                                      REDEMPTION AND PURCHASES

Section 3.1      Company's Right to Redeem; Notices to Trustee ...............................  18
Section 3.2      Selection of Securities to Be Redeemed ......................................  18
Section 3.3      Notice of Redemption ........................................................  19
Section 3.4      Effect of Notice of Redemption ..............................................  19
Section 3.5      Deposit of Redemption Price .................................................  19
Section 3.6      Securities Redeemed in Part .................................................  20
Section 3.7      Purchase of Securities by the Company at Option of the Holder ...............  20
Section 3.8      Purchase of Securities at Option of the Holder upon a Fundamental Change ....  22
Section 3.9      Effect of Purchase Notice or Fundamental Change Purchase Notice .............  28
Section 3.10     Deposit of Purchase Price or Fundamental Change Purchase Price ..............  29
Section 3.11     Securities Purchased in Part ................................................  29
Section 3.12     Covenant to Comply With Securities Laws Upon Purchase of Securities .........  29
</Table>

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<Table>
<Caption>

                                                                                              PAGE

<S>              <C>                                                                          <C>
Section 3.13     Repayment to the Company ....................................................  30

                                             ARTICLE IV
                                             COVENANTS

Section 4.1      Payment of Securities .......................................................  30
Section 4.2      SEC and Other Reports .......................................................  30
Section 4.3      Compliance Certificate ......................................................  31
Section 4.4      Further Instruments and Acts ................................................  31
Section 4.5      Maintenance of Office or Agency .............................................  31
Section 4.6      Delivery of Certain Information .............................................  31
Section 4.7      Calculation of Original Issue Discount ......................................  31

                                             ARTICLE V
                                       SUCCESSOR CORPORATION

Section 5.1      When Company May Merge or Transfer Assets ...................................  32

                                             ARTICLE VI
                                       DEFAULTS AND REMEDIES

Section 6.1      Events of Default ...........................................................  33
Section 6.2      Acceleration ................................................................  35
Section 6.3      Other Remedies ..............................................................  35
Section 6.4      Waiver of Past Defaults .....................................................  35
Section 6.5      Control by Majority .........................................................  35
Section 6.6      Limitation on Suits .........................................................  36
Section 6.7      Rights of Holders to Receive Payment ........................................  36
Section 6.8      Collection Suit by Trustee ..................................................  36
Section 6.9      Trustee May File Proofs of Claim ............................................  36
Section 6.10     Priorities ..................................................................  37
Section 6.11     Undertaking for Costs .......................................................  37
Section 6.12     Waiver of Stay, Extension or Usury Laws .....................................  38

                                            ARTICLE VII
                                              TRUSTEE

Section 7.1      Duties of Trustee ...........................................................  38
Section 7.2      Rights of Trustee ...........................................................  39
Section 7.3      Individual Rights of Trustee ................................................  40
Section 7.4      Trustee's Disclaimer ........................................................  40
Section 7.5      Notice of Defaults ..........................................................  41
Section 7.6      Reports by Trustee to Holders ...............................................  41
Section 7.7      Compensation and Indemnity ..................................................  41
</Table>

                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<Table>
<Caption>

                                                                                              PAGE

<S>              <C>                                                                          <C>
Section 7.8      Replacement of Trustee ......................................................  42
Section 7.9      Successor Trustee by Merger .................................................  43
Section 7.10     Eligibility; Disqualification ...............................................  43
Section 7.11     Preferential Collection of Claims Against Company ...........................  43

                                            ARTICLE VIII
                                       DISCHARGE OF INDENTURE

Section 8.1      Discharge of Liability on Securities ........................................  43
Section 8.2      Repayment to the Company ....................................................  43

                                             ARTICLE IX
                                             AMENDMENTS

Section 9.1      Without Consent of Holders ..................................................  44
Section 9.2      With Consent of Holders .....................................................  44
Section 9.3      Compliance with Trust Indenture Act .........................................  45
Section 9.4      Revocation and Effect of Consents, Waivers and Actions ......................  45
Section 9.5      Notation on or Exchange of Securities .......................................  45
Section 9.6      Trustee to Sign Supplemental Indentures .....................................  46
Section 9.7      Effect of Supplemental Indentures ...........................................  46

                                             ARTICLE X
                                            CONVERSIONS

Section 10.1     Conversion Privilege and Consideration ......................................  46
Section 10.2     Conversion Procedure ........................................................  48
Section 10.3     Fractional Shares ...........................................................  48
Section 10.4     Taxes on Conversion .........................................................  49
Section 10.5     Company to Provide Stock ....................................................  49
Section 10.6     Adjustment for Change in Capital Stock ......................................  49
Section 10.7     Adjustment for Rights Issue .................................................  50
Section 10.8     Adjustment for Other Distributions ..........................................  52
Section 10.9     Adjustment for Self Tender Offer ............................................  53
Section 10.10    When No Adjustment Required .................................................  54
Section 10.11    Notice of Adjustment ........................................................  54
Section 10.12    Voluntary Increase ..........................................................  54
Section 10.13    Notice of Certain Transactions ..............................................  54
Section 10.14    Reorganization of Company; Special Distributions ............................  55
Section 10.15    Company Determination Final .................................................  57
Section 10.16    Trustee's Adjustment Disclaimer .............................................  57
Section 10.17    Simultaneous Adjustments ....................................................  58
Section 10.18    Successive Adjustments ......................................................  58
</Table>

                                       iii

<PAGE>


                                TABLE OF CONTENTS
                                   (CONTINUED)

<Table>
<Caption>

                                                                                              PAGE

<S>              <C>                                                                          <C>
                                             ARTICLE XI
                                            SUBORDINATION

Section 11.1     Terms and Conditions of Subordination .......................................  58
Section 11.2     Distribution on Acceleration of Securities; Dissolution and Reorganization ..  59

7
Section 12.1     Trust Indenture Act Controls ................................................  62
Section 12.2     Notices .....................................................................  62
Section 12.3     Communication by Holders with Other Holders .................................  63
Section 12.4     Certificate and Opinion as to Conditions Precedent ..........................  63
Section 12.5     Statements Required in Certificate or Opinion ...............................  63
Section 12.6     Separability Clause .........................................................  64
Section 12.7     Rules by Trustee, Paying Agent, Conversion Agent and Registrart .............  64
Section 12.8     Legal Holidays ..............................................................  64
Section 12.9     GOVERNING LAW ...............................................................  64
Section 12.10    No Recourse Against Others ..................................................  64
Section 12.11    Successors ..................................................................  64
Section 12.12    Multiple Originals ..........................................................  64
</Table>


                                       iv


<PAGE>

<Table>
<Caption>
TIA                                                             INDENTURE
SECTION                      CROSS-REFERENCE TABLE               SECTION
-------                      ---------------------               -------
<S>       <C>                                                    <C>
Section   310(a)(1)............................................  7.10
          (a)(2)...............................................  7.10
          (a)(3)...............................................  N.A.**
          (a)(4)...............................................  N.A.
          (a)(5)...............................................  7.10
          (b)..................................................  7.8; 7.10
          (c)..................................................  N.A.
Section   311(a)...............................................  7.11
          (b)..................................................  7.11
          (c)..................................................  N.A.
Section   312(a)...............................................  2.5
          (b)..................................................  12.3
          (c)..................................................  12.3
Section   313(a)...............................................  7.6
          (b)(1)...............................................  N.A.
          (b)(2)...............................................  7.6
          (c)..................................................  7.6; 12.2
          (d)..................................................  7.6
Section   314(a)...............................................  4.2; 4.4; 12.2
          (b)..................................................  N.A.
          (c)(1)...............................................  12.4(a)
          (c)(2)...............................................  12.4(a)
          (c)(3)...............................................  N.A.
          (d)..................................................  N.A.
          (e)..................................................  12.4(b)
          (f)..................................................  N.A.
Section   315(a)...............................................  7.1(b)
          (b)..................................................  7.5; 12.2
          (c)..................................................  7.1(a)
          (d)..................................................  7.1(c)
          (e)..................................................  6.11
Section   316(a)(last sentence)................................  2.9
          (a)(1)(A)............................................  6.5
          (a)(1)(B)............................................  6.4
          (a)(2)...............................................  N.A.
          (b)..................................................  6.7
          (c)..................................................  12.5
Section   317(a)(1)............................................  6.8
          (a)(2)...............................................  6.9
          (b)..................................................  2.4
</Table>

----------

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

**  N.A. means Not Applicable



<PAGE>


         INDENTURE dated as of December [ ], 2004 between TECH DATA CORPORATION,
a corporation duly organized and existing under the laws of the State of Florida
("Company") and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, a national
banking association ("Trustee").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's 2% Convertible
Subordinated Debentures due 2021:

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

    Section 1.1 Definitions.

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

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

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

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

         "Business Day" means, with respect to any Security, a day that in the
City of New York, is not a day on which banking institutions are authorized or
required by law or regulation to close.

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

         "Certificated Securities" means Securities that are in the form of the
Securities attached hereto as Exhibit A-2.

         "Common Stock" shall mean the shares of common stock, par value $0.0015
per share, of the Company existing on the date of this Indenture or any other
shares of Capital Stock of the Company into which such common stock shall be
reclassified or changed.

<PAGE>


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

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

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

         "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 4 New York Plaza, 1st Floor, New York,
New York 10004, Attention: Institutional Trust Services-Securities Window, or
such other address as the Trustee may designate from time to time by notice to
the Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as a successor Trustee may designate
from time to time by notice to the Holders and the Company).

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

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

         "Designated Senior Indebtedness" means:

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

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

         (3) Indebtedness outstanding from time to time under the Company's
Amended and Restated Credit Agreement dated as of May 2, 2003, the Company's
Receivables Securitization Program and under the Company's Synthetic Lease
Facility, each as amended, restated, enlarged, replaced or refinanced from time
to time.

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


                                       2
<PAGE>


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

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

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

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

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

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

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

         "Last Reported Sale Price" or "Sale Price" (A) when used in the context
of the Common Stock, means the closing per share sale price (or if no closing
sale price is reported, the average of the bid and ask prices or, if more than
one in either case, the average of the average bid and the average asked prices)
on that date as reported on The Nasdaq National Market or, if the Common Stock
is not then quoted on The Nasdaq National Market, then as reported by the
principal U.S. exchange or quotation system the Common Stock is then listed or
quoted; and (B)


                                       3
<PAGE>


when used in the context of a Security, means, with respect to any date of
determination, the average of the secondary market bid quotations per Security
obtained by the Bid Solicitation Agent for $5 million principal amount of the
Securities at approximately 4:00 p.m., New York time, on such determination date
from three unaffiliated securities dealers selected by the Company; provided
that if the Securities become convertible into the Exchange Property the "Sale
Price" shall be (1) 100% of the value of any Exchange Property consisting of
cash, (2) the applicable closing sale price of any Exchange Property consisting
of securities that are traded on a U.S. national securities exchange or approved
for quotation on the Nasdaq National Market or (3) the fair market value of any
other Exchange Property, as determined by two independent nationally recognized
investment banks selected by the Trustee for this purpose.

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

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

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

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

         "Permitted Junior Securities" means:

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

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

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

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


                                       4
<PAGE>


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

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

         "SEC" means the Securities and Exchange Commission.

         "Securities" means any of the Company's 2% Convertible Subordinated
Debentures due 2021, as amended or supplemented from time to time, issued under
this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended.

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

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

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

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

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

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

         "Trustee" means the party named as the "Trustee" in the first paragraph
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and,


                                       5
<PAGE>


thereafter, shall mean such successor. The foregoing sentence shall likewise
apply to any subsequent such successor or successors.

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

    Section 1.2 Other Definitions.


<Table>
<Caption>

Term Section:                                                       Defined in:
<S>                                                                 <C>
"Act"...........................................................    1.5
"Administrative Action".........................................    Exhibit A-1
"Agent Members".................................................    2.12(e)
"Applicable Conversion Reference Period"........................    10.1(a)
"Average Sale Price.............................................    10.7
"beneficial owner"..............................................    3.8(a)
"cash"..........................................................    3.7(b)
"Cash Dividend".................................................    Exhibit A-1
"Clearstream"...................................................    2.1(a)
"Company Notice"................................................    3.7(c)
"Company Notice Date"...........................................    3.7(b)
"Contingent Interest"...........................................    Exhibit A-1
"Contingent Interest Period"....................................    Exhibit A-1
"Conversion Agent"..............................................    2.3
"Conversion Date"...............................................    10.1(b)
"Conversion Price"..............................................    Exhibit A-1
"Conversion Rate"...............................................    10.1(a)
"Conversion Value"..............................................    10.1(b)
"Daily Share Amounts"...........................................    10.1(b)(2)
"Effective Date"................................................    3.8(a)
"Euroclear".....................................................    2.1(a)
"Event of Default"..............................................    6.1
"Exchange Property".............................................    10.14(c)
"Exchange Property Average Price"...............................    10.14(d)
"Exchange Property Value".......................................    10.14(d)
"Ex-Dividend Time"..............................................    10.1(a)
"Extraordinary Cash Dividend"...................................    10.8
"Fundamental Change"............................................    3.8(a)
"Fundamental Change Purchase Date"..............................    3.8(a)
"Fundamental Change Purchase Notice"............................    3.8(b)
"Fundamental Change Purchase Price".............................    3.8(a)
"Interest Payment Date".........................................    Exhibit A-1
"Legal Holiday".................................................    12.8
"Make Whole Premium"............................................    3.8(a)
</Table>


                                       6
<PAGE>


<Table>

<S>                                                                 <C>
"Net Exchange Property".........................................    10.14(d)
"Net Share Amount"..............................................    10.1(b)
"Non-Electing Share" ...........................................    10.14(c)
"Notice of Default".............................................    6.1
"Option Exercise Date"..........................................    Exhibit A-1
"Paying Agent"..................................................    2.3
"Payment Blockage Notice".......................................    11.1
"Payment Blockage Period".......................................    11.1
"Payment Default"...............................................    6.1(6), 11.1
"Principal Return"..............................................    10.1(b)
"Public Acquirer Change of Control".............................    3.8(b)
"Purchase Date".................................................    3.7(a)
"Purchase Notice"...............................................    3.7(a)
"Purchase Price"................................................    3.7(a)
"Reference Fixed Rate"..........................................    Exhibit A-1
"Registrar".....................................................    2.3
"Regular Record Date"...........................................    Exhibit A-1
"Reset Rate"....................................................    Exhibit A-1
"Reset Rate Agent"..............................................    Exhibit A-1
"Rule 144A Information".........................................    4.6
"Stock Price"...................................................    3.8(a)
"Time of Determination".........................................    10.1(a)
"Trading Day"...................................................    10.1(b)
</Table>

    Section 1.3 Incorporation by Reference of Trust Indenture Act. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. The following TIA terms used in
this Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the indenture securities means the Company.

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

    Section 1.4 Rules of Construction. Unless the context otherwise requires:

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


                                       7
<PAGE>


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

         (3)  "or" is not exclusive;

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

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

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

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

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

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

         (e) If the Company shall solicit from the Holders any request, demand,
       authorization, direction, notice, consent, waiver or other Act, the
       Company may, at its option, by or pursuant to a board resolution, fix in
       advance a record date for the determination of Holders entitled to give
       such request, demand, authorization, direction, notice, consent, waiver
       or other Act, but the Company shall have no obligation to do so. If such
       a record date is fixed, such request, demand, authorization, direction,
       notice, consent, waiver or other Act may be given before or after such
       record date, but only the Holders of record at the close of business on
       such record date shall be


                                       8
<PAGE>


       deemed to be Holders for the purposes of determining whether Holders of
       the requisite proportion of outstanding Securities have authorized or
       agreed or consented to such request, demand, authorization, direction,
       notice, consent, waiver or other Act, and for that purpose the
       outstanding Securities shall be computed as of such record date; provided
       that no such authorization, agreement or consent by the Holders on such
       record date shall be deemed effective unless it shall become effective
       pursuant to the provisions of this Indenture not later than six months
       after the record date.

                                   ARTICLE II

                                 THE SECURITIES

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

           (a) Global Securities. The Securities shall be issued in the form of
       one or more permanent Global Securities substantially in the form of
       Exhibit A-1. Such Global Securities shall be deposited on behalf of the
       purchasers of the Securities represented thereby with the Trustee, as
       custodian for the Depositary, and registered in the name of the
       Depositary or a nominee of the Depositary for the accounts of
       participants in the Depositary (and, in the case of Securities held for
       non-U.S. persons, registered with the Depositary for the accounts of
       designated agents holding on behalf of the Euroclear S.A./N.V., as
       operator of the Euroclear System ("Euroclear") or Clearstream Banking,
       societe anonyme ("Clearstream")), duly executed by the Company and
       authenticated by the Trustee as hereinafter provided. The aggregate
       principal amount of a Global Security may from time to time be increased
       or decreased by adjustments made on the records of the Trustee and the
       Depositary or its nominee as hereinafter provided.

           (b) Global Securities in General. Each Global Security shall
       represent such of the outstanding Securities as shall be specified
       therein and each shall provide that it shall represent the aggregate
       amount of outstanding Securities from time to time endorsed thereon and
       that the aggregate amount of outstanding Securities represented thereby
       may from time to time be reduced or increased, as appropriate, to reflect
       exchanges, redemptions and conversions.

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


                                       9
<PAGE>


         (c) Book-Entry Provisions. This Section 2.1(c) shall apply only to
       Global Securities deposited with or on behalf of the Depositary.

         The Company shall execute and the Trustee shall, in accordance with
       this Section 2.1(c), authenticate and deliver initially one or more
       Global Securities that (a) shall be registered in the name of the
       Depositary or its nominee, (b) shall be delivered by the Trustee to the
       Depositary or pursuant to the Depositary's instructions and (c) shall
       bear legends substantially to the following effect:

               "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
               REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
               ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
               EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
               REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
               NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
               THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS
               MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
               REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
               DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR
               OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
               PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
               CEDE & CO., HAS AN INTEREST HEREIN.

               TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
               TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY
               OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE."

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

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

         Securities bearing the manual or facsimile signatures of individuals
       who were, at the time of the execution of the Securities, Officers of the
       Company shall bind the Company, notwithstanding that such individuals or
       any of them have ceased to hold such offices prior to the authentication
       and delivery of such Securities or did not hold such offices at the date
       of authentication of such Securities.

         No Security shall be entitled to any benefit under this Indenture or be
       valid or obligatory for any purpose unless there appears on such Security
       a certificate of authentication substantially


                                       10
<PAGE>


       in the form provided for herein duly executed by the Trustee by manual
       signature of an authorized officer, and such certificate upon any
       Security shall be conclusive evidence, and the only evidence, that such
       Security has been duly authenticated and delivered hereunder.

           The Trustee shall authenticate and deliver the Securities for
       original issue in an aggregate principal amount of up to $290,000,000
       upon one or more Company Orders without any further action by the
       Company. The aggregate principal amount of the Securities due at the
       Stated Maturity thereof outstanding at any time may not exceed the amount
       set forth in the foregoing sentence.

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

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

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

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

         Section 2.4 Paying Agent to Hold Money and Securities in Trust. Except
     as otherwise provided herein, on or prior to each due date of payments in
     respect of any Security, the Company shall deposit with the Paying Agent a
     sum of money (in immediately available funds if deposited on the due date)
     or shares of Common Stock if permitted under this Indenture, sufficient to
     make such payments when so becoming due. The Company shall require each
     Paying Agent (other than the Trustee) to agree in writing that the Paying
     Agent shall hold in trust for the benefit of Securityholders or the Trustee
     all money and shares, if any, of Common Stock held by the Paying Agent for
     the making of payments in respect of the Securities and shall notify the
     Trustee of any default by the Company in making any such payment. At any
     time during the continuance of any such default, the Paying Agent shall,
     upon the written request of the Trustee, forthwith pay to the Trustee all
     money and shares, if any, of Common Stock so held in trust. If the Company,
     a Subsidiary or an Affiliate of either of them acts as Paying Agent, it
     shall segregate the money and



                                       11
<PAGE>


     shares, if any, of Common Stock held by it as Paying Agent and hold it as a
     separate trust fund. The Company at any time may require a Paying Agent to
     pay all money and shares, if any, of Common Stock held by it to the Trustee
     and to account for any funds and Common Stock disbursed by it. Upon doing
     so, the Paying Agent shall have no further liability for the money or, if
     any, shares of Common Stock.

       Section 2.5 Securityholder Lists. The Trustee shall preserve in as
     current a form as is reasonably practicable the most recent list available
     to it of the names and addresses of Securityholders. If the Trustee is not
     the Registrar, the Company shall cause the Registrar to furnish to the
     Trustee at least semiannually on June 1 and December 1 a listing of
     Securityholders dated within 15 days of the date on which the list is
     furnished and at such other times as the Trustee may request in writing a
     list in such form and as of such date as the Trustee may reasonably require
     of the names and addresses of Securityholders.

       Section 2.6 Transfer and Exchange. (a) Subject to Section 2.12 hereof,
     upon surrender for registration of transfer of any Security, together with
     a written instrument of transfer satisfactory to the Registrar duly
     executed by the Securityholder or such Securityholder's attorney duly
     authorized in writing, at the office or agency of the Company designated as
     Registrar or co-registrar pursuant to Section 2.3, the Company shall
     execute, and the Trustee shall authenticate and deliver, in the name of the
     designated transferee or transferees, one or more new Securities of any
     authorized denomination or denominations, of a like aggregate principal
     amount. The Company shall not charge a service charge for any registration
     of transfer or exchange, but the Company may require payment of a sum
     sufficient to pay all taxes, assessments or other governmental charges that
     may be imposed in connection with the transfer or exchange of the
     Securities from the Securityholder requesting such transfer or exchange.

         At the option of the Holder, Securities may be exchanged for other
       Securities of any authorized denomination or denominations, of a like
       aggregate principal amount, upon surrender of the Securities to be
       exchanged, together with a written instrument of transfer satisfactory to
       the Registrar duly executed by the Securityholder or such
       Securityholder's attorney duly authorized in writing, at such office or
       agency. Whenever any Securities are so surrendered for exchange, the
       Company shall execute, and the Trustee shall authenticate and deliver,
       the Securities, which the Holder making the exchange is entitled to
       receive.

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

         (b) Notwithstanding any provision to the contrary herein, so long as a
       Global Security remains outstanding and is held by or on behalf of the
       Depositary, transfers of a Global Security, in whole or in part, shall be
       made only in accordance with Section 2.12 and this Section 2.6(b).
       Transfers of a Global Security shall be limited to transfers of such
       Global Security in whole or in


                                       12
<PAGE>


     part, to the Depositary, to nominees of the Depositary or to a successor of
     the Depositary or such successor's nominee.

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

         (d) Any Registrar appointed pursuant to Section 2.3 hereof shall
     provide to the Trustee such information as the Trustee may reasonably
     require in connection with the delivery by such Registrar of Securities
     upon transfer or exchange of Securities.

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

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

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

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

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

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

       Section 2.8 Outstanding Securities; Determinations of Holders' Action
Securities. Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those cancelled by it, those paid
pursuant to Section 2.7, those delivered to it for cancellation and those


                                       13
<PAGE>


described in this Section 2.8 as not outstanding. A Security does not cease to
be outstanding because the Company or an Affiliate thereof holds the Security;
provided, however, that in determining whether the Holders of the requisite
principal amount of Securities have given or concurred in any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Subject to the foregoing,
only Securities outstanding at the time of such determination shall be
considered in any such determination (including, without limitation,
determinations pursuant to Articles VI and IX).

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

       If the Paying Agent holds, in accordance with this Indenture, on a
   Redemption Date, or on the Business Day following a Purchase Date or a
   Fundamental Change Purchase Date, or on Stated Maturity, money or securities,
   if permitted hereunder, sufficient to pay Securities payable on that date,
   then immediately after such Redemption Date, Purchase Date, Fundamental
   Change Purchase Date or Stated Maturity, as the case may be, such Securities
   shall cease to be outstanding and interest, if any, on such Securities shall
   cease to accrue; provided, that if such Securities are to be redeemed, notice
   of such redemption has been duly given pursuant to this Indenture or
   provision therefor satisfactory to the Trustee has been made.

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

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

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


                                       14



<PAGE>
       Section 2.10 Cancellation. All Securities surrendered for payment,
purchase by the Company pursuant to Article III, conversion, redemption or
registration of transfer or exchange shall, if surrendered to any person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by
it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly cancelled by the Trustee. The Company may not issue new
Securities to replace Securities it has paid or delivered to the Trustee for
cancellation or that any Holder has converted pursuant to Article X. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of by
the Trustee in accordance with the Trustee's customary procedure.

       Section 2.11 Persons Deemed Owners. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the person in whose name such Security is
registered in the records of the Registrar as the owner of such Security for the
purpose of receiving payment of principal of the Security or the payment of any
Redemption Price, Purchase Price or Fundamental Change Purchase Price in respect
thereof, and interest thereon, for the purpose of conversion and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

       Section 2.12 Global Securities. (a) Notwithstanding any other provisions
of this Indenture or the Securities, (A) transfers of a Global Security, in
whole or in part, shall be made only in accordance with Section 2.6(b) and
Section 2.12(a)(i), (B) transfers of a beneficial interest in a Global Security
for a Certificated Security shall comply with Section 2.6 and Section
2.12(a)(ii) below, and (C) transfers of a Certificated Security shall comply
with Section 2.6 and Sections 2.12(a)(iii) and (iv) below.

                  (i) Transfer of Global Security. A Global Security may not be
         transferred, in whole or in part, to any person other than the
         Depositary or one or more nominees or any successor thereof, and no
         such transfer to any such other person may be registered; provided that
         this clause (i) shall not prohibit any transfer of a Security that is
         issued in exchange for a Global Security but is not itself a Global
         Security. No transfer of a Security to any person shall be effective
         under this Indenture or the Securities unless and until such Security
         has been registered in the name of such person. Nothing in this Section
         2.12(a)(i) shall prohibit or render ineffective any transfer of a
         beneficial interest in a Global Security effected in accordance with
         the other provisions of this Section 2.12(a).

                  (ii) Restrictions on Transfer of a Beneficial Interest in a
         Global Security for a Certificated Security. A beneficial interest in a
         Global Security may not be exchanged for a Certificated Security except
         upon the circumstances contemplated in Section 2.12(b)(1) below and
         additionally, upon satisfaction of the requirements set forth below.
         Upon receipt by the Trustee of a transfer of a beneficial interest in a
         Global Security in accordance with Applicable Procedures for a
         Certificated Security in the form satisfactory to the Trustee, together
         with written instructions to the Trustee to make, or direct the
         Registrar to make, an adjustment on its books and records with



                                       15
<PAGE>
         respect to such Global Security to reflect a decrease in the aggregate
         principal amount of the Securities represented by the Global Security,
         such instructions to contain information regarding the Depositary
         account to be credited with such decrease, the Trustee shall cause, or
         direct the Registrar to cause, in accordance with the standing
         instructions and procedures existing between the Depositary and the
         Registrar, the aggregate principal amount of the Securities represented
         by the Global Security to be decreased by the aggregate principal
         amount of the Certificated Security to be issued, shall issue such
         Certificated Security and shall debit or cause to be debited to the
         account of the person specified in such instructions a beneficial
         interest in the Global Security equal to the principal amount of the
         Certificated Security so issued.

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

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

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

         the Registrar shall register the transfer or make the exchange as
         requested if its reasonable requirements for such transaction are met;
         provided, however, that the Certificated Securities surrendered for
         transfer or exchange shall be duly endorsed or accompanied by a written
         instrument of transfer in form reasonably satisfactory to the Company
         and the Registrar, duly executed by the Holder thereof or his attorney
         duly authorized in writing.

                  (iv) Restrictions on Transfer of a Certificated Security for a
         Beneficial Interest in a Global Security. A Certificated Security may
         not be exchanged for a beneficial interest in a Global Security except
         upon satisfaction of the requirements set forth below.

                  Upon receipt by the Trustee of a Certificated Security, duly
         endorsed or accompanied by appropriate instruments of transfer, in form
         satisfactory to the Trustee, together with written instructions
         directing the Trustee to make, or to direct the Registrar to make, an
         adjustment on its books and records with respect to such Global
         Security to reflect an increase in the aggregate principal amount of
         the Securities represented by the Global Security, such instructions to
         contain information regarding the Depositary account to be credited
         with such increase, then the Trustee shall cancel such Certificated
         Security and cause, or direct the Registrar to cause, in accordance
         with the standing instructions and procedures existing between the
         Depositary and the Registrar, the aggregate principal amount of
         Securities represented by the Global Security to be increased by the
         aggregate principal amount of the Certificated Security to be
         exchanged, and shall credit or cause to be credited to the account of
         the person specified in such instructions a beneficial interest in the
         Global Security equal to the principal amount of the Certificated
         Security so cancelled. If no Global Securities are then outstanding,
         the Company shall issue and the Trustee shall authenticate, upon
         written order of the



                                       16
<PAGE>



         Company in the form of an Officers' Certificate, a new Global Security
         in the appropriate principal amount.

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

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

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

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

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

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



                                       17
<PAGE>



any rights under this Indenture with respect to any Global Security registered
in the name of the Depositary or any nominee thereof, or under any such Global
Security, and the Depositary or such nominee, as the case may be, may be treated
by the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner and holder of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or such nominee, as the case may be, or impair, as between the Depositary, its
Agent Members and any other person on whose behalf an Agent Member may act, the
operation of customary practices of such persons governing the exercise of the
rights of a holder of any Security.

         Section 2.13 CUSIP Numbers. The Company may issue the Securities with
one or more "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP numbers.

                                   ARTICLE III

                            REDEMPTION AND PURCHASES

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

         Section 3.2 Selection of Securities to Be Redeemed. If less than all
the Securities are to be redeemed, unless the procedures of the Depositary
provide otherwise, the Trustee shall select the Securities to be redeemed by
lot, on a pro rata basis or by another method the Trustee considers fair and
appropriate (so long as such method is not prohibited by the rules of any stock
exchange on which the Securities are then listed). The Trustee shall make the
selection at least 35 days but not more than 60 days before the Redemption Date
from outstanding Securities not previously called for redemption. The Trustee
may select for redemption portions of the principal amount of Securities that
have denominations larger than $1,000. Securities and portions of Securities
that the Trustee selects shall be in principal amounts of $1,000 or an integral
multiple of $1,000. Provisions of this Indenture that apply to Securities called
for redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the Securities or portions of the
Securities to be redeemed. If any Security selected for partial redemption is
converted in part before termination of the conversion right with respect to the
portion of the Security so selected, the converted portion of such Security
shall be deemed (so far as may be) to be the portion selected for



                                       18
<PAGE>



redemption. Securities, which have been converted during a selection of
Securities to be redeemed, may be treated by the Trustee as outstanding for the
purpose of such selection.

         Section 3.3 Notice of Redemption. At least 30 days but not more than 60
days before a Redemption Date, the Company shall mail a notice of redemption by
first-class mail, postage prepaid, to each Holder of Securities to be redeemed.
The notice shall identify the Securities to be redeemed and shall state:

          (1) the Redemption Date;

          (2) the Redemption Price;

          (3) the Conversion Rate;

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

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

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

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

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

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

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

          At the Company's request, the Trustee shall give the notice of
     redemption in the Company's name and at the Company's expense, provided
     that the Company makes such request at least three Business Days prior to
     the date by which such notice of redemption must be given to Holders in
     accordance with this Section 3.3.

         Section 3.4 Effect of Notice of Redemption. Once notice of redemption
is given, Securities called for redemption become due and payable on the
Redemption Date and at the Redemption Price stated in the notice except for
Securities which are converted in accordance with the terms of this Indenture.

         Section 3.5 Deposit of Redemption Price. Prior to 10:00 a.m. (New York
City time), on the Redemption Date, the Company shall deposit with the Paying
Agent (or if the Company or a Subsidiary or an Affiliate of either of them is
the Paying Agent, shall segregate and hold in trust) money sufficient to pay the
Redemption Price of all Securities to be redeemed on that date other



                                       19
<PAGE>



than Securities or portions of Securities called for redemption which on or
prior thereto have been delivered by the Company to the Trustee for cancellation
or have been converted. The Paying Agent shall as promptly as practicable return
to the Company any money not required for that purpose because of conversion of
Securities pursuant to Article X. If such money is then held by the Company in
trust and is not required for such purpose it shall be discharged from such
trust.

         Section 3.6 Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Security in an authorized
denomination equal in principal amount to the unredeemed portion of the Security
surrendered.

         Section 3.7 Purchase of Securities by the Company at Option of the
Holder. (a) General. Securities shall be purchased by the Company pursuant to
Section 6 of the Securities at the option of the Holder on December 15, 2005,
December 15, 2009, December 15, 2013 and December 15, 2017 (each, a "Purchase
Date"), at the principal amount plus accrued and unpaid interest, if any, on
such Purchase Date (the "Purchase Price"). Purchases of Securities hereunder
shall be made, at the option of the Holder thereof, upon:

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

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

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

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

         (2) delivery of such Security to the Paying Agent prior to, on or after
the Purchase Date (together with all necessary endorsements) at the offices of
the Paying Agent, such delivery being a condition to receipt by the Holder of
the Purchase Price therefor; provided, however, that such Purchase Price shall
be so paid pursuant to this Section 3.7 only if the Security so delivered to the
Paying Agent shall conform in all respects to the description thereof in the
related Purchase Notice, as determined by the Company.

         The Company shall purchase from the Holder thereof, pursuant to this
Section 3.7, a portion of a Security, only if the principal amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.



                                       20
<PAGE>



         Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.7 shall be consummated by the delivery of the consideration to be
received by the Holder promptly following the later of the Purchase Date and the
time of delivery of the Security.

         Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Purchase Notice contemplated by this Section 3.7(a)
shall have the right to withdraw such Purchase Notice at any time prior to the
close of business two Business Days prior to the Purchase Date by delivery of a
written notice of withdrawal to the Paying Agent in accordance with Section 3.9.

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

         (b) Purchase with Cash. The Purchase Price of Securities in respect of
which a Purchase Notice pursuant to Section 3.7(a) has been given, or a
specified percentage thereof, shall be paid by the Company with U.S. legal
tender ("cash") equal to the aggregate Purchase Price of such Securities. The
Company Notice, as provided in Section 3.7(c), shall be sent to Holders not less
than 20 Business Days prior to such Purchase Date (the "Company Notice Date").

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

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

                  (i) the Purchase Price and the Conversion Rate;

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

                  (iii) that Securities as to which a Purchase Notice has been
         given may be converted if they are otherwise convertible only in
         accordance with Article X hereof and Section 8 of the Securities if the
         applicable Purchase Notice has been withdrawn in accordance with the
         terms of this Indenture;

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

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

                  (vi) the procedures the Holder must follow to exercise its put
         rights under this Section 3.7 and a brief description of those rights;

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



                                       21
<PAGE>



                  (viii) the procedures for withdrawing a Purchase Notice
         (including, without limitation, for a conditional withdrawal pursuant
         to the terms of Section 3.7(a)(1)(D) or Section 3.9);

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

                  (x) the CUSIP number of the Securities.

         At the Company's request, the Trustee shall give such Company Notice in
the Company's name and at the Company's expense; provided, however, that, in all
cases, the text of such Company Notice shall be prepared by the Company and
provided to the Trustee at least 3 Business Days in advance of the Company
Notice Date.

         (d) Procedure upon Purchase. The Company shall deposit cash at the time
and in the manner as provided in Section 3.10, sufficient to pay the aggregate
Purchase Price of all Securities to be purchased pursuant to this Section 3.7.
As soon as practicable after the later of the Purchase Date and the time of
surrender of the Security, the Company shall deliver to each Holder entitled to
receive shares, if any, of Common Stock through the Paying Agent, a certificate
for the number of full shares, if any, of Common Stock issuable in payment of
the Purchase Price and cash in lieu of any fractional interests. The person in
whose name the certificate for the shares of Common Stock is registered shall be
treated as a holder of record of Common Stock on the Business Day following the
date of delivery of such certificate as described in the previous sentence. No
payment or adjustment will be made for dividends on the shares of Common Stock
the record date for which occurred on or prior to the Purchase Date.

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

         Section 3.8 Purchase of Securities at Option of the Holder upon a
Fundamental Change. (a) If a Fundamental Change occurs, the Securities not
previously purchased by the Company shall be purchased by the Company, at the
option of the Holder thereof, at a purchase price specified in Section 6 of the
Securities (the "Fundamental Change Purchase Price"), as of the date that is 45
days after the date of the notice of Fundamental Change delivered by the Company
(the "Fundamental Change Purchase Date"), subject to satisfaction by or on
behalf of the Holder of the requirements set forth in Section 3.8(c).

          If there shall have occurred a Fundamental Change pursuant to clause
     (ii) of the definition thereof set forth in this Section 3.8(a), that
     occurs on or prior to December 15, 2005



                                       22
<PAGE>



     pursuant to which 10% or more of the consideration for the Common Stock
     (other than cash payments for fractional shares and cash payments made in
     respect of dissenters' appraisal rights) in such Fundamental Change
     transaction consists of cash or Securities (or other property) that are not
     traded or scheduled to be traded immediately following such transaction on
     a U.S. national securities exchange or the Nasdaq National Market, the
     Company will pay on the Fundamental Change Purchase Date a Make-Whole
     Premium to the Holders of the Securities in addition to the Fundamental
     Change Purchase Price. The Make-Whole Premium will also be paid on the
     Fundamental Change Purchase Date to the Holders of the Securities who
     convert their Securities on or after the date on which the Company has
     given a notice to all Holders of Securities in accordance with Section
     3.8(b) hereof and on or before the Fundamental Change Purchase Date.

         The "Make-Whole Premium" will be determined by reference to the table
below and is based on the date on which the Fundamental Change becomes effective
(the "Effective Date") and the price (the "Stock Price") paid per share of
Common Stock in the transaction constituting the Fundamental Change. If the
holders of Common Stock receive only cash in the transaction, the Stock Price
shall be the cash amount paid per share of Common Stock. Otherwise, the Stock
Price shall be equal to the average Closing Price per share of Common Stock over
the five Trading Day period ending on the Trading Day immediately preceding the
Effective Date.

         The following table shows what the Make-Whole Premium would be for each
hypothetical Stock Price and Effective Date set forth below, expressed as the
number of additional shares to be issuable per $1,000 of the principal amount of
the Securities.

         Make-Whole Premium Upon a Fundamental Change (% of Face Value)

<Table>
<Caption>
                                                             STOCK PRICE
                -----------------------------------------------------------------------------------------------------------
                $44.00 $47.00 $50.00 $53.00 $56.00 $59.53 $60.00 $65.00 $70.00 $75.00 $80.00 $90.00 $100.00 $110.00 $120.00
                ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- ------- -------
<S>             <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>     <C>     <C>
EFFECTIVE DATE
Dec. 15, 2004     4.20   4.20   3.79   2.90   2.35   1.77   1.68   1.17   0.72   0.57   0.35   0.21    0.16    0.12    0.10
March 15, 2005    4.20   4.20   3.57   2.75   2.11   1.53   1.42   0.89   0.58   0.39   0.27   0.15    0.11    0.09    0.08
June 15, 2005     4.20   4.20   3.39   2.51   1.83   1.26   1.16   0.66   0.39   0.23   0.14   0.09    0.07    0.06    0.05
Sept. 15, 2005    4.20   4.20   3.20   2.23   1.48   0.88   0.80   0.36   0.16   0.08   0.05   0.04    0.04    0.03    0.03
Dec. 15, 2005     4.20   4.20   3.20   2.07   1.06   0.00   0.00   0.00   0.00   0.00   0.00   0.00    0.00    0.00    0.00
</Table>

         The Make-Whole Premiums set forth above are based upon a Stock Price of
$47.63 at the time of the initial offer of the Securities on December 4, 2001
and an initial Conversion Price of $59.525.

         The actual Stock Price and Effective Date may not be set forth on the
table, in which case:

               (i) If the actual Stock Price on the Effective Date is between
          two Stock Prices on the table or the actual Effective Date is between
          two Effective Dates on the table, the Make-Whole Premium will be
          determined by a straight-line interpolation between the Make-Whole
          Premiums set forth for the two Stock Prices and the two Effective
          Dates on the table based on a 365-day year, as applicable;

               (ii) If the Stock Price on the Effective Date exceeds $120.00 per
          share (subject to adjustment described below), no Make-Whole Premium
          will be paid; and



                                       23
<PAGE>



               (iii) If the Stock Price on the Effective Date is less than or
          equal to $44.00 per share (subject to adjustment described below), no
          Make-Whole Premium will be paid.

         Notwithstanding the foregoing, in no event will the Conversion Rate
exceed 20.9951 per $1,000 principal amount of the Securities, subject to
adjustments in the same manner as set forth in Article X.

         The Stock Prices set forth in the first column of the table above will
be adjusted as of any date on which the Conversion Rate is adjusted. The
adjusted Stock Prices will equal the Stock 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 Stock
Price adjustment and the denominator of which is the Conversion Rate so
adjusted.

         The Company shall pay the Fundamental Change Purchase Price and/or
Make-Whole Premium in cash or, in the case of the Make-Whole Premium, the same
form of consideration used to pay for the shares of Common Stock in connection
with the transaction constituting the Fundamental Change.

         If the Company pays the Make-Whole Premium in the same form of
consideration used to pay for the shares of Common Stock in connection with the
transaction constituting the Fundamental Change, the value of the consideration
to be delivered in respect of the Make-Whole Premium will be calculated as
follows:

               (i) securities that are traded on a United States national
          securities exchange or approved for quotation on the Nasdaq National
          Market or any similar system of automated dissemination of quotations
          of securities prices will be valued based on the average Closing
          Price, over the ten Trading Day period ending on the Trading Day
          immediately preceding the Fundamental Change Purchase Date;

               (ii) other securities, assets or property (other than cash) will
          be valued based on 98% of the average of the fair market value of such
          securities, assets or property (other than cash) as determined by two
          independent nationally recognized investment banks selected by the
          trustee; and

               (iii) 100% of any cash.

         Whenever in this Indenture or Schedule A annexed hereto there is a
reference, in any context, to the principal of any Security as of any time, such
reference shall be deemed to include reference to the Fundamental Change
Purchase Price in respect to such Security to the extent that such Fundamental
Change Purchase Price is, was or would be so payable at such time, plus any
applicable Make-Whole Premium, and express mention of the Fundamental Change
Purchase Price in any provision of this Indenture shall not be construed as
excluding the Fundamental Change Purchase Price in those provisions of this
Indenture when such express mention is not made.

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



                                       24
<PAGE>



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

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

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

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

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

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

Notwithstanding the foregoing provisions of this Section 3.8, a Fundamental
Change shall not be deemed to have occurred if 90% or more of the consideration
in a merger or consolidation otherwise constituting a Fundamental Change under
clause (i) and/or clause (ii) above consists of shares of common stock traded on
a national securities exchange or quoted on The Nasdaq National Market (or will
be so traded or quoted immediately following the merger or consolidation) and as
a result of the merger or consolidation the Securities become convertible into
such common stock. For purposes of this Section 3.8, (x) whether a person is a
"beneficial owner" shall be determined in accordance with Rule 13d-3 under the
Exchange Act and (y) "person" includes any syndicate or group that would be
deemed to be a "person" under Section 13(d)(3) of the Exchange Act.

         (b) Notwithstanding the foregoing, in the case of a Public Acquirer
Change of Control (as defined below), the Company may, in lieu of paying a
Make-Whole Premium as described in Section 3.8(a), elect to adjust the
Conversion Rate and the related conversion obligation such that from and after
the effective date of such Public Acquirer Change of Control, Holders of the
Securities will be entitled to convert the Securities into a number of shares of
Public Acquirer Common Stock (as defined below) by multiplying the Conversion
Rate in effect immediately before the Public Acquirer Change of Control by a
fraction:



                                       25
<PAGE>



               (i) the numerator of which will be (i) in the case of a share
          exchange, consolidation, merger or binding share exchange, pursuant to
          which the Common Stock is converted into cash, securities or other
          property, the average value of all cash and any other consideration
          (as determined by the Board of Directors) paid or payable per share of
          Common Stock or (ii) in the case of any other Public Acquirer Change
          of Control, the average of the last reported sale price of the Common
          Stock for the five consecutive trading days prior to but excluding the
          effective date of such Public Acquirer Change of Control, and

               (ii) the denominator of which will be the average of the last
          reported sale prices of the Public Acquirer Common Stock for the five
          consecutive trading days commencing on the Trading Day next succeeding
          the effective date of such Public Acquirer Change of Control.

         A "Public Acquirer Change of Control" means any event constituting a
Fundamental Change that would otherwise obligate the Company to pay a Make-Whole
Premium as described in Section 3.8(a) and the acquirer (or any entity that is a
directly or indirectly wholly-owned Subsidiary of the acquirer or of which the
acquirer is a directly or indirectly wholly-owned Subsidiary) has a class of
common stock traded on a national securities exchange or quoted on the Nasdaq
National Market or which will be so traded or quoted when issued or exchanged in
connection with such event (the "Public Acquirer Common Stock").

         After the adjustment of the Conversion Rate in connection with a Public
Acquirer Change of Control, the Conversion Rate will be subject to further
similar adjustments in the event that any of the events described in Article X
occur thereafter.

         Upon a Public Acquirer Change of Control, if the Company so elects,
Holders may convert the Securities at the adjusted Conversion Rate described in
the third preceding paragraph but will not be entitled to the Make-Whole Premium
described under Section 3.8(a). The Company is required to notify Holders of its
election in writing of such transaction. In addition, the Holder can also,
subject to this Section 3.8, require the Company to repurchase all or a
portion of its Securities as described under Section 3.8(a).

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

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

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

         (3) the Fundamental Change Purchase Date;

         (4) the Fundamental Change Purchase Price;



                                       26
<PAGE>



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

         (6) the Conversion Rate and any adjustments thereto;

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

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

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

         (10) briefly, the procedures the Holder must follow to exercise rights
under this Section 3.8;

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

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

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

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

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

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

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

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

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



                                       27
<PAGE>



     all respects to the description thereof set forth in the related
     Fundamental Change Purchase Notice.

          The Company shall purchase from the Holder thereof, pursuant to this
     Section 3.8, a portion of a Security only if the principal amount of such
     portion is $1,000 or an integral multiple of $1,000. Provisions of this
     Indenture that apply to the purchase of all of a Security also apply to the
     purchase of such portion of such Security.

          Any purchase by the Company contemplated pursuant to the provisions of
     this Section 3.8 shall be consummated by the delivery of the consideration
     to be received by the Holder on the Fundamental Change Purchase Date.

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

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

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

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

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

          (3) the principal amount, if any, of such Security which remains
     subject to the original Purchase Notice or Fundamental Change Purchase
     Notice, as the case may be, and which has been or will be delivered for
     purchase by the Company.



                                       28
<PAGE>



          A written notice of withdrawal of a Purchase Notice may be in the form
     set forth in the preceding paragraph or may be in the form of (i) a
     conditional withdrawal contained in a Purchase Notice pursuant to the terms
     of Section 3.7(a)(1)(D) or (ii) a conditional withdrawal containing the
     information set forth in Section 3.7(a)(1)(D) and the preceding paragraph
     and contained in a written notice of withdrawal delivered to the Paying
     Agent as set forth in the preceding paragraph.

          There shall be no purchase of any Securities pursuant to Section 3.7
     or 3.8 if there has occurred (prior to, on or after, as the case may be,
     the giving, by the Holders of such Securities, of the required Purchase
     Notice or Fundamental Change Purchase Notice, as the case may be) and is
     continuing an Event of Default (other than a default in the payment of the
     Purchase Price or Fundamental Change Purchase Price, as the case may be,
     with respect to such Securities). The Paying Agent will promptly return to
     the respective Holders thereof any Securities (x) with respect to which a
     Purchase Notice or Fundamental Change Purchase Notice, as the case may be,
     has been withdrawn in compliance with this Indenture, or (y) held by it
     during the continuance of an Event of Default (other than a default in the
     payment of the Purchase Price or Fundamental Change Purchase Price, as the
     case may be, with respect to such Securities) in which case, upon such
     return, the Purchase Notice or Fundamental Change Purchase Notice with
     respect thereto shall be deemed to have been withdrawn.

         Section 3.10 Deposit of Purchase Price or Fundamental Change Purchase
Price. Prior to 10:00 a.m. (local time in the City of New York) on the Purchase
Date or the Fundamental Change Purchase Date, as the case may be, the Company
shall deposit with the Trustee or with the Paying Agent (or, if the Company or a
Subsidiary or an Affiliate of either of them is acting as the Paying Agent,
shall segregate and hold in trust as provided in Section 2.4) an amount of cash
(in immediately available funds if deposited on such Business Day) or Common
Stock, if permitted hereunder, sufficient to pay the aggregate Purchase Price or
Fundamental Change Purchase Price, as the case may be, of all the Securities or
portions thereof which are to be purchased as of the Purchase Date or
Fundamental Change Purchase Date, as the case may be.

         Section 3.11 Securities Purchased in Part. Any Certificated Security
which is to be purchased only in part shall be surrendered at the office of the
Paying Agent (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge,
a new Security or Securities, of any authorized denomination as requested by
such Holder in aggregate principal amount equal to, and in exchange for, the
portion of the principal amount of the Security so surrendered which is not
purchased.

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




                                       29
<PAGE>



securities laws so as to permit the rights and obligations under Sections 3.7
and 3.8 to be exercised in the time and in the manner specified in Sections 3.7
and 3.8.

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

                                   ARTICLE IV

                                    COVENANTS

         Section 4.1 Payment of Securities. The Company shall promptly make all
payments in respect of the Securities on the dates and in the manner provided in
the Securities or pursuant to this Indenture. Any amounts of cash or shares, if
any, of Common Stock to be given to the Trustee or Paying Agent, shall be
deposited with the Trustee or Paying Agent by 10:00 a.m. New York City time by
the Company. Principal amount, Redemption Price, Purchase Price, Fundamental
Change Purchase Price and interest, if any, shall be considered paid on the
applicable date due if on such date (or, in the case of a Purchase Price or
Fundamental Change Purchase Price, on the Business Day following the applicable
Purchase Date or Fundamental Change Purchase Date, as the case may be) the
Trustee or the Paying Agent holds, in accordance with this Indenture, cash or
securities, if permitted hereunder, sufficient to pay all such amounts then due.

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



                                       30
<PAGE>



         Section 4.3 Compliance Certificate. The Company shall deliver to the
Trustee within 105 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on January 31, 2005) an Officers'
Certificate, stating whether or not to the best knowledge of the signers
thereof, the Company is in default in the performance and observance of any of
the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and if the Company
shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge.

         Section 4.4 Further Instruments and Acts. Upon request of the Trustee,
the Company will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

         Section 4.5 Maintenance of Office or Agency. The Company will maintain
in the Borough of Manhattan, the City of New York, an office or agency of the
Trustee, Registrar, Paying Agent and Conversion Agent where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer, exchange, purchase, redemption or conversion and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The office of J.P. Morgan Trust Company, National
Association, 4 New York Plaza, 1st Floor, New York, New York 10004 (Attention:
Institutional Trust Services-Securities Window), shall initially be such office
or agency for all of the aforesaid purposes. The Company shall give prompt
written notice to the Trustee of the location, and of any change in the
location, of any such office or agency (other than a change in the location of
the office of the Trustee). If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the address of the Trustee set forth in Section 12.2.

          The Company may also from time to time designate one or more other
     offices or agencies where the Securities may be presented or surrendered
     for any or all such purposes and may from time to time rescind such
     designations; provided, however, that no such designation or rescission
     shall in any manner relieve the Company of its obligation to maintain an
     office or agency in the Borough of Manhattan, the City of New York, for
     such purposes.

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

         Section 4.7 Calculation of Original Issue Discount. The Company and
each Holder will be deemed to have agreed (i) that for United States federal
income tax purposes the Securities will



                                       31
<PAGE>



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

                                    ARTICLE V

                              SUCCESSOR CORPORATION

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

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

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

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

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



                                       32
<PAGE>



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

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

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

         (1) the Company defaults in the payment (whether or not such payment is
prohibited by the subordination provisions set forth in Article XI of this
Indenture) of the principal amount plus accrued and unpaid interest on any
Security when the same becomes due and payable at its Stated Maturity, upon
redemption, upon declaration, when due for purchase by the Company or otherwise;

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

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

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

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

         (6) a default under any credit agreement, mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any Material
Subsidiary of the Company (or the payment of which is guaranteed by the Company
or any of its Material Subsidiaries), whether such Indebtedness or guarantee
exists on the date of this Indenture or is created thereafter, which default (i)
is caused by a failure to pay when due any principal of such Indebtedness within
the grace period provided for in such Indebtedness (which failure continues
beyond any applicable grace period) (a "Payment Default") or (ii) results in the
acceleration of such Indebtedness prior



                                       33
<PAGE>



to its express maturity (without such acceleration being rescinded or annulled)
and, in each case, the principal amount of such Indebtedness, together with the
principal amount of any other such Indebtedness under which there is a Payment
Default or the maturity of which has been so accelerated, aggregates $10,000,000
or more and such Payment Default is not cured or such acceleration is not
annulled within 30 days after receipt by the Company of a Notice of Default; or

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

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

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

         A Default under clause (4) and (6) above is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
aggregate principal amount of the Securities at the time outstanding notify the
Company and the Trustee, of the Default and the Company does not cure such
Default (and such Default is not waived) within the time specified in clause (4)
above after actual receipt of such notice. Any such notice must specify the
Default, demand that it be remedied and state that such notice is a "Notice of
Default".



                                       34
<PAGE>



          The Company shall deliver to the Trustee, within 30 days after it
     becomes aware of the occurrence thereof, written notice of any event which
     with the giving of notice or the lapse of time, or both, would mature into
     a Event of Default under clause (4), (5), (6), (7) or (8) above, its status
     and what action the Company is taking or proposes to take with respect
     thereto.

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

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

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

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

         Section 6.5 Control by Majority. The Holders of a majority in aggregate
principal amount of the Securities at the time outstanding may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or



                                       35

<PAGE>


power conferred on the Trustee. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or that the Trustee
determines in good faith is unduly prejudicial to the rights of other
Securityholders or would involve the Trustee's personal liability unless the
Trustee is offered indemnity satisfactory to it. This Section 6.5 shall be in
lieu of Section 316(a)(1)(A) of the TIA and such Section 316(a)(1)(A) is hereby
expressly excluded from this Indenture, as permitted by the TIA.

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

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

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

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

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

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

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

         Section 6.7 Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
the principal amount of the Securities plus accrued and unpaid interest in
respect of the Securities held by such Holder, on or after the respective due
dates expressed in the Securities or any Redemption Date, and to convert the
Securities in accordance with Article X, or to bring suit for the enforcement of
any such payment on or after such respective dates or the right to convert,
shall not be impaired or affected adversely without the consent of such Holder.

         Section 6.8 Collection Suit by Trustee. If an Event of Default
described in Section 6.1(1) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount owing with respect to the Securities and the amounts
provided for in Section 7.7.

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



                                       36
<PAGE>

otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of any such amount) shall be entitled and empowered,
by intervention in such proceeding or otherwise,

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

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

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

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

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

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

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

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

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

         Section 6.11 Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant (other than the Trustee) in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant



                                       37
<PAGE>

in the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section 6.11 does not apply to a suit
by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit by Holders
of more than 10% in aggregate principal amount of the Securities at the time
outstanding. This Section 6.11 shall be in lieu of Section 315(e) of the TIA and
such Section 315(e) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

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

                                  ARTICLE VII

                                     TRUSTEE

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

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

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

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

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

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



                                       38
<PAGE>

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

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

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

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

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

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

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

                  (a) the Trustee may conclusively rely and shall be protected
         in acting or refraining from acting upon any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document believed by it to be genuine and to have
         been signed or presented by the proper party or parties;

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

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

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

                  (e) the Trustee may consult with counsel selected by it and
         any advice or Opinion of Counsel shall be full and complete
         authorization and protection in respect of any action taken or




                                       39
<PAGE>

         suffered or omitted by it hereunder in good faith and in accordance
         with such advice or Opinion of Counsel;

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

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

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

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

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

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

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

         Section 7.4 Trustee's Disclaimer. The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Company's use or application of the proceeds from the
Securities, it shall not be responsible for any statement in the



                                       40
<PAGE>

registration statement for the Securities under the Securities Act or in any
offering document for the Securities, the Indenture or the Securities (other
than its certificate of authentication), or the determination as to which
beneficial owners are entitled to receive any notices hereunder.

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

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

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

         Section 7.7 Compensation and Indemnity. The Company agrees:

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

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

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



                                       41
<PAGE>

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

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

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

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

                  (2) the Trustee is adjudged bankrupt or insolvent;

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

                  (4) the Trustee otherwise becomes incapable of acting.

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

                  A successor Trustee shall deliver a written acceptance of its
         appointment to the retiring Trustee and to the Company satisfactory in
         form and substance to the retiring Trustee and the Company. Thereupon
         the resignation or removal of the retiring Trustee shall become
         effective, and the successor Trustee shall have all the rights, powers
         and duties of the Trustee under this Indenture. The successor Trustee
         shall mail a notice of its succession to Securityholders. The retiring
         Trustee shall promptly transfer all property held by it as Trustee to
         the successor Trustee, subject to the lien provided for in Section 7.7.

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

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



                                       42
<PAGE>

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

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

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

                                  ARTICLE VIII

                             DISCHARGE OF INDENTURE

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

         Section 8.2 Repayment to the Company. The Trustee and the Paying Agent
shall return to the Company upon written request any money or securities held by
them for the payment of any amount with respect to the Securities that remains
unclaimed for two years, subject to applicable unclaimed property law. After
return to the Company, Holders entitled to the money or securities must look to
the Company for payment as general creditors unless an applicable abandoned
property law designates another person and the Trustee and the Paying Agent
shall have no further liability to the Securityholders with respect to such
money or securities for that period commencing after the return thereof.



                                       43
<PAGE>

                                   ARTICLE IX

                                   AMENDMENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       44
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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



                                       45
<PAGE>

supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for outstanding
Securities.

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

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

                                   ARTICLE X

                                   CONVERSIONS

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

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

         In the event that the Ex-Dividend Time (as defined below) (or in the
case of a subdivision, combination or reclassification, the effective date with
respect thereto) with respect to a dividend, subdivision, combination or
reclassification to which Section 10.6(1), (2), (3) or (4) applies occurs during
the period applicable for calculating "Average Sale Price" pursuant to the
definition in Section 10.7 below, "Average Sale Price" shall be calculated for
such period in a manner determined by the Board of Directors to reflect the
impact of such dividend, subdivision, combination or reclassification on the
Last Reported Sale Price of the shares of Common Stock during such period.



                                       46
<PAGE>

         "Time of Determination" means the time and date of the earlier of (i)
the determination of stockholders entitled to receive rights, warrants or
options or a distribution, in each case, to which Section 10.7 or 10.8 applies
and (ii) the time ("Ex-Dividend Time") immediately prior to the commencement of
"ex-dividend" trading for such rights, warrants or options or distribution on
The Nasdaq National Market or such other U.S. national or regional exchange or
market on which the shares of Common Stock are then listed or quoted.

         (b) Subject to Section 10.1(a), a Holder upon conversion will receive,
in respect of each $1,000 initial principal amount of Securities, cash in an
amount (the "Principal Return") equal to the lesser of (1) $1,000 or (2) the
Conversion Value; and a number of shares of Common Stock (the "Net Share
Amount") equal to the sum of the Daily Share Amounts for each of the ten
consecutive Trading Days in the Applicable Conversion Reference Period;
provided, however, that the Company will pay cash in lieu of fractional shares
otherwise issuable upon conversion of the Securities.

         The "Applicable Conversion Reference Period" means:

         (1) for Securities that are converted after the Company has specified a
Redemption Date, the ten consecutive Trading Days beginning on the third Trading
Day following the Redemption Date (in the case of a partial redemption, this
clause applies only to those Securities which would be actually redeemed); or

         (2) in all other cases, the ten consecutive Trading Days beginning on
the third Trading Day following the conversion date of the Holder's conversion
of a Security (the "Conversion Date").

         The "Conversion Value" is equal to (1) the applicable Conversion Rate,
multiplied by (2) the average of the Sale Prices of Common Stock on each of the
ten consecutive Trading Days in the Applicable Conversion Reference Period.

         The "Daily Share Amount" for each day in the Applicable Conversion
Reference Period is equal to the greater of:

         (1) zero; or

         (2) a number of shares determined by the following formula:


         (Sale Price on that Trading Day x applicable Conversion Rate) - $1,000
         ----------------------------------------------------------------------
                      10 x Sale Price on that Trading Day


         "Trading Day" means a day during which trading in the Common Stock
generally occurs and a Sale Price for the Common Stock is provided on the Nasdaq
National Market or, if the Common Stock is not listed on the Nasdaq National
Market, on the principal other United States national or regional securities
exchange on which the Common Stock is then listed or, if the Common Stock is not
listed on a United States national or regional securities exchange, on the
principal other market on which the Common Stock is then traded.



                                       47
<PAGE>

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

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

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

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

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

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

         Section 10.3 Fractional Shares. The Company will not issue fractional
shares of Common Stock upon conversion of a Security. Instead, the Company will
pay cash based on the current market price for all fractional shares. The
current market value of a fractional share shall be determined, to the nearest
1/1,000th of a share, by multiplying the Last Reported Sale Price on the last
trading day immediately prior to the Conversion Date, of a full share by the
fractional amount



                                       48
<PAGE>

and rounding the product to the nearest whole cent. It is understood that if a
Holder elects to have more than one Security converted, the number of shares of
Common Stock shall be based on the aggregate principal amount of Securities to
be converted.

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

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

         All shares, if any, of Common Stock delivered upon conversion of the
Securities shall be newly issued shares or treasury shares, shall be duly and
validly issued and fully paid and nonassessable, and shall be free from
preemptive rights and free of any lien or adverse claim. The Company will
endeavor promptly to comply with all federal and state securities laws
regulating the offer and delivery of shares, if any, of Common Stock upon
conversion of Securities, if any, and will list or cause to have quoted such
shares of Common Stock on each national securities exchange or in the
over-the-counter market or such other market on which the shares of Common Stock
are then listed or quoted.

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

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

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

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

                  (4) issues by reclassification of its Common Stock any shares
         of Capital Stock,

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



                                       49
<PAGE>

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

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

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


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

                  where:

                  R'     =    the adjusted Conversion Rate.

                  R      =    the current Conversion Rate.

                  O      =    the number of shares of Common Stock outstanding
                              on the record date for the distribution to which
                              this Section 10.7 is being applied.

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

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

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

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



                                       50
<PAGE>

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

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

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

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

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

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

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

                  The adjustment shall become effective immediately after the
         record date for the determination of shareholders entitled to receive
         the rights, warrants or options to which this Section 10.7 applies. If
         all of the shares of Common Stock subject to such rights, warrants or
         options have not been issued when such rights, warrants or options
         expire, then the Conversion Rate shall promptly be readjusted to the
         Conversion Rate which would then be in effect had the adjustment upon
         the issuance of such rights, warrants or options been made on the basis
         of the actual number of shares of Common Stock issued upon the exercise
         of such rights, warrants or options.



                                       51
<PAGE>

                  No adjustment shall be made under this Section 10.7 if the
         application of the formula stated above in this Section 10.7 would
         result in a value of R' that is equal to or less than the value of R.

         Section 10.8 Adjustment for Other Distributions. Except as provided in
Section 10.10, if, after the Issue Date of the Securities, the Company
distributes to all holders of its shares of Common Stock any of its debt,
securities or assets or any rights, warrants or options to purchase securities
of the Company (including securities or cash, but excluding distributions of
Capital Stock referred to in Section 10.6 and distributions of rights, warrants
or options referred to in Section 10.7) and unless the Holders of Securities may
participate in the distribution without conversion, the Conversion Rate shall be
adjusted, subject to the provisions of the last paragraph of this Section 10.8,
in accordance with the formula:


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


                  where:

                  R'     =    the adjusted Conversion Rate.

                  R      =    the current Conversion Rate.

                  M      =    the Average Sale Price.

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

                  Notwithstanding, in the event the Company distributes only
         cash, the Conversion Rate will be adjusted by dividing the Conversion
         Rate, by a fraction, (1) the numerator of which will be the Last
         Reported Sale Price per share of Common Stock and (2) the denominator
         of which will be the Last Reported Sale Price per share of Common
         Stock plus the amount of such distribution.

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



                                       52
<PAGE>

         Reported Sales Prices for Common Stock for the same 20 trading days. In
         the event, however, that an underwritten initial public offering of the
         securities in the Spin-off occurs simultaneously with the Spin-off,
         fair market value of the securities distributed in the Spin-off shall
         mean the initial public offering price of such securities and the
         Average Sale Price, for purposes of this sentence, shall mean the Last
         Reported Sales Price for Common Stock on the same trading day.

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

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

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

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



                                       53
<PAGE>

         Section 10.10 When No Adjustment Required. No adjustment to the
Conversion Rate need be made as a result of:

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

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

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

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

         Section 10.11 Notice of Adjustment. Whenever the Conversion Rate is
adjusted, the Company shall promptly mail to Holders a notice of the adjustment.
The Company shall file with the Trustee and the Conversion Agent such notice
briefly stating the facts requiring the adjustment and the manner of computing
it. The certificate shall be conclusive evidence that the adjustment is correct.
Neither the Trustee nor any Conversion Agent shall be under any duty or
responsibility with respect to any such certificate except to exhibit the same
to any Holder desiring inspection thereof.

         Section 10.12 Voluntary Increase. The Company from time to time may
increase the Conversion Rate by any amount at any time for at least 20 days, so
long as the increase is irrevocable during such period. Whenever the Conversion
Rate is increased, the Company shall mail to Securityholders and file with the
Trustee and the Conversion Agent a notice of the increase. The Company shall
mail the notice at least 15 days before the date the increased Conversion Rate
takes effect. The notice shall state the increased Conversion Rate and the
period it will be in effect. A voluntary increase of the Conversion Rate does
not change or adjust the Conversion Rate otherwise in effect for purposes of
Section 10.6, 10.7, 10.8 or 10.9.

         Section 10.13 Notice of Certain Transactions. If:

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

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

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



                                       54
<PAGE>

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

         Section 10.14. Reorganization of Company; Special Distributions. (a) If
the Company is a party to a transaction subject to Section 5.1 (other than a
sale of all or substantially all of the assets of the Company in a transaction
in which the holders of shares of Common Stock immediately prior to such
transaction do not receive securities, cash or other assets of the Company or
any other person) or a merger or binding share exchange which reclassifies or
changes its outstanding shares of Common Stock, the person obligated to deliver
securities, cash or other assets upon conversion of Securities shall enter into
a supplemental indenture.

         (b) 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 TIA as in force at the date of execution of such supplemental
indenture, if such supplemental indenture is then required to so comply)
providing for the conversion and settlement of the Securities as set forth in
this Indenture. Such supplemental indenture shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Article X. If, in the case of any such reclassification, change,
merger, consolidation, statutory share exchange, combination, sale or
conveyance, the stock or other securities and assets receivable thereupon by a
holder of Common Stock includes shares of stock or other securities and assets
of a corporation other than the successor or purchasing corporation, as the case
may be, in such reclassification, change, merger, consolidation, statutory share
exchange, combination, sale or conveyance, then such supplemental indenture
shall also be executed by such other corporation and shall contain such
additional provisions to protect the interests of the Holders of the Securities
as the Board of Directors shall reasonably consider necessary by reason of the
foregoing.

         (c) Subject to the provisions of Section 10.1(b), the Conversion Value
with respect to each $1,000 principal amount of Securities converted following
the effective date of any such transaction, shall be calculated (as provided in
clause (d) below) based on the kind and amount of stock, securities, other
property, assets or cash received upon such reclassification, change,
consolidation, merger, binding share exchange, sale or conveyance by a holder of
Common Stock holding, immediately prior to the transaction, a number of shares
of Common Stock equal to the Conversion Rate immediately prior to such
transaction (the "Exchange Property"), assuming such holder of Common Stock did
not exercise his rights of election, if any, as to the kind or amount of stock,
securities, other property, assets or cash receivable upon such consolidation,
merger, binding share exchange, sale or conveyance (provided that, if the kind
or amount of stock, securities, other property, assets or cash receivable upon
such consolidation, merger, binding share exchange, 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 10.14 the kind and amount of stock, securities, other
property, assets or cash receivable upon such consolidation, merger, binding
share exchange, 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).



                                       55
<PAGE>

         (d) The Conversion Value in respect of any Securities converted
following the effective date of any such transaction shall be equal to the
average of the daily values of the Exchange Property pertaining to such
Securities as determined in the next sentence (the "Exchange Property Value")
for each of the ten (10) consecutive Trading Days (appropriately adjusted to
take into account the occurrence during such period of stock splits and similar
events) beginning on the later of (A) the second Trading Day immediately
following the day the Securities are tendered for conversion and (B) the
effective date of such transaction (the "Exchange Property Average Price"). For
the purpose of determining the value of any Exchange Property:

                  (i) any shares of common stock of the successor or purchasing
         Person or any other Person that are included in the Exchange Property
         shall be valued as set forth in Section 10.1(b) as if such shares were
         "Common Stock" using the procedures set forth in the definition of
         "Sale Price" in Section 1.1; and

                  (ii) any other securities, property or assets (other than
         cash) included in the Exchange Property shall be valued in good faith
         by the Board of Directors of the Company or by a Nasdaq National Market
         member firm selected by the Board of Directors.

         (e) The Company shall deliver the Conversion Value to Holders of
Securities so converted as follows:

                  (i) An amount equal to the Principal Return, determined as set
         forth in Section 10.1(b); and

                  (ii) If the Conversion Value of the Securities so converted is
         greater than the outstanding principal amount of the Securities, an
         amount of Exchange Property, determined as set forth below, equal to
         such aggregate Conversion Value less the outstanding principal amount
         of the Securities (the "Net Exchange Property Amount").

         The amount of Exchange Property to be delivered shall be determined by
dividing the Net Exchange Property Amount by the Exchange Property Average
Price. If the Exchange Property includes more than one kind of property, the
amount of Exchange Property of each kind to be delivered shall be in the
proportion that the Exchange Property Value of such kind of Exchange Property
bears to the Exchange Property Value of all the Exchange Property. If the
foregoing calculations would require the Company to deliver a fractional share
or unit of Exchange Property to a Holder of Securities being converted, the
Company shall deliver cash in lieu of such fractional share or unit based on its
Exchange Property Average Price.

         (f) Notwithstanding clauses (c), (d) and (e) above, if the Securities
are tendered for conversion prior to the effective date of any such transaction
pursuant to this Section 10.14 above, and the amount in cash and number of
shares of Common Stock, if any, that a Holder will receive upon conversion have
been determined as of the effective date of such transaction, then the Company
shall (i) pay the amount in cash as set forth in Section 10.1(b) and (ii)
instead of delivering the number of shares of Common Stock as set forth in
Section 10.1(b), if applicable, deliver an amount of Exchange Property that a
holder of Common Stock, holding, immediately prior to the transaction, a number
of shares of Common Stock equal to the number of shares of



                                       56
<PAGE>

Common Stock as set forth in Section 10.1(b), would receive, assuming such
holder of Common Stock did not exercise his rights of election, if any, as to
the kind or amount of stock, securities, other property, assets or cash
receivable upon such consolidation, merger, binding share exchange, sale or
conveyance (provided that, if the kind or amount of stock, securities, other
property, assets or cash receivable upon such consolidation, merger, binding
share exchange, sale or conveyance is not the same for each Non-Electing Share,
then for the purposes of this Section 10.14 the kind and amount of stock,
securities, other property, assets or cash receivable upon such consolidation,
merger, binding share exchange, 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). If the foregoing calculations would require the
Company to deliver a fractional share or unit of Exchange Property to a holder
of Securities being converted, the Company shall deliver cash in lieu of such
fractional share or unit based on the Exchange Property Value (as so
determined).

         (g) The Company shall cause notice of the execution of such
supplemental indenture to be mailed to each Holder, at the address of such
Holder as it appears on the register of the Securities maintained by the
Registrar, within 20 days after execution thereof. Failure to deliver such
notice shall not affect the legality or validity of such supplemental indenture.

         (h) The above provisions of this Section 10.14 shall similarly apply to
successive reclassifications, changes, mergers, consolidations, statutory share
exchanges, combinations, sales and conveyances.

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

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

         Section 10.15. Company Determination Final. Any determination that the
Company or the Board of Directors must make pursuant to Section 10.3, 10.6,
10.7, 10.8, 10.9, 10.10, 10.14 or 10.16 is conclusive, absent manifest error.

         Section 10.16. Trustee's Adjustment Disclaimer. The Trustee has no duty
to determine when an adjustment under this Article X should be made, how it
should be made or what it should be. The Trustee has no duty to determine
whether a supplemental indenture under Section 10.15 need be entered into or
whether any provisions of any supplemental indenture are correct. The Trustee
shall not be accountable for and makes no representation as to the validity or
value of any securities or assets issued upon conversion of Securities. The
Trustee shall not



                                       57
<PAGE>

be responsible for the Company's failure to comply with this Article X. Each
Conversion Agent shall have the same protection under this Section 10.16 as the
Trustee. All calculations required under Article X shall be performed by the
Company, with notice thereof to the Trustee.

         Section 10.17. Simultaneous Adjustments. In the event that this Article
X requires adjustments to the Conversion Rate under more than one of Sections
10.6(4), 10.7 or 10.8, and the record dates for the distributions giving rise to
such adjustments shall occur on the same date, then such adjustments shall be
made by applying, first, the provisions of Section 10.6, second, the provisions
of Section 10.8 and, third, the provisions of Section 10.7.

         Section 10.18. Successive Adjustments. After an adjustment to the
Conversion Rate under this Article X, any subsequent event requiring an
adjustment under this Article X shall cause an adjustment to the Conversion Rate
as so adjusted.

                                   ARTICLE XI

                                  SUBORDINATION

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

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

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

                  (b) a default other than a Payment Default on any Designated
         Senior Indebtedness occurs and is continuing that permits the holders
         of Designated Senior Indebtedness to accelerate its maturity, and the
         trustee receives a notice of such default (a "Payment Blockage Notice")
         from the Company or from any holder of Designated Senior Indebtedness
         or such holder's representative (a "Non-Payment Default"), but only for
         the period (the "Payment Blockage Period") commencing on the date of
         receipt of the Payment Blockage Notice and ending (unless



                                       58
<PAGE>

         earlier terminated by notice given to the Trustee by the holders of
         such Designated Senior Indebtedness) (a) in the case of a Payment
         Default, upon the date on which such Payment Default is cured or waived
         or ceases to exist, and (b) in the case of a Non-Payment Default, the
         earliest of the date on which such Non-Payment Default is cured or
         waived or ceases to exist or 180 days from the date notice is received,
         if the maturity of the Designated Senior Indebtedness has not been
         accelerated. Upon termination of the Payment Blockage Period, payments
         on account of principal of or interest on the Securities (other than,
         subject to Section 11.2 hereof, amounts due and payable by reason of
         the acceleration of the maturity of the Securities) and redemptions,
         purchases or other acquisitions shall be made by or on behalf of the
         Company.

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

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

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

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

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

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

         (b) any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities (other than Permitted Junior
Securities), to which the holders or the Trustee would be entitled except for
the provisions of this Article XI, shall be paid by the liquidating trustee or
agent or other person making such a payment or distribution, directly



                                       59
<PAGE>

to the holders of Senior Indebtedness (or their representatives(s) or trustee(s)
acting on their behalf), ratably according to the aggregate amounts remaining
unpaid on account of the principal of or interest on and other amounts due on
the Senior Indebtedness held or represented by each, to the extent necessary to
make payment in full of all Senior Indebtedness remaining unpaid, after giving
effect to any concurrent payment or distribution to the holders of such Senior
Indebtedness; and

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

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

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

         Upon distribution of assets of the Company referred to in this Article
XI, the Trustee and the Holders shall be entitled to rely upon a certificate of
the liquidating trustee or agent or other person making any distribution to the
Trustee or to the Holders for the purpose of ascertaining the persons entitled
to participate in such distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XI. The



                                       60
<PAGE>

Trustee, however, shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness. Nothing contained in this Article XI or elsewhere in
this Indenture or in any of the Securities shall prevent the good faith
application by the Trustee of any moneys which were deposited with it hereunder,
prior to its receipt of written notice of facts which would prohibit such
application, for the purpose of the payment of or on account of the principal of
or interest on, the Securities unless, prior to the date on which such
application is made by the Trustee, the Trustee shall be charged with notice
under Section 11.2(4) hereof of the facts which would prohibit the making of
such application.

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

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

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



                                       61
<PAGE>

preventing any payment in respect of the Securities shall have ceased to exist,
unless and until the Trustee shall have received an Officers' Certificate to
such effect.

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

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

                                  ARTICLE XII

                                  MISCELLANEOUS

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

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

         if to the Company:

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

         if to the Trustee:



                                       62
<PAGE>

         J.P. Morgan Trust Company, National Association
         4 New York Plaza, 1st Floor
         New York, NY 10004
         Telephone No. (800) 275-2048
         Facsimile No. (212) 623-1322
         Attention: Institutional Trust Services Securities Window

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

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

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

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

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

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

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

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

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

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



                                       63
<PAGE>

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

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

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

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

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

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

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

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

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

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



                                       64
<PAGE>

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

                                      TECH DATA CORPORATION


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


                                      J.P. MORGAN TRUST COMPANY, NATIONAL
                                           ASSOCIATION, as Trustee


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



                                       65
<PAGE>
                                                                     EXHIBIT A-1

                        [FORM OF FACE OF GLOBAL SECURITY]

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

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE.



                                     A-1-1
<PAGE>



                              TECH DATA CORPORATION
                 2% Convertible Subordinated Debentures due 2021

No.                                                                CUSIP:
Issue Date: [ ], 2004
Issue Price: 100% of principal amount

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

         This Security shall bear interest at a rate of 2% per year except as
specified on the other side of this Security. This Security is convertible as
specified on the other side of this Security.

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

Dated:


                                                TECH DATA CORPORATION


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

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
     as Trustee, certifies that this is one
     of the Securities referred to in the
     within-mentioned Indenture.

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


Dated:



                                     A-1-2
<PAGE>



                      [FORM OF REVERSE OF GLOBAL SECURITY]

                 2% Convertible Subordinated Debentures due 2021

1. Interest.

         Except as provided below, this Security shall bear interest at a rate
of 2% per year on the principal amount hereof, from [  ], 2004 or from the most
recent Interest Payment Date (as defined below) to which payment has been paid
or duly provided for, payable semiannually in arrears on June 15 and December 15
of each year (each an "Interest Payment Date") to the persons in whose names the
Securities are registered at the close of business on June 1 and December 1
(each a "Regular Record Date") (whether or not a Business Day), as the case may
be, immediately preceding such Interest Payment Date. Interest on the Securities
will be computed on the basis of a 360-day year comprised of twelve 30-day
months.

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

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

         Contingent Interest. The interest rate on the Securities will be 2% per
year through December 15, 2005. If the average of the Last Reported Sale Prices
of a Security for the 20 trading days ending on the second trading day preceding
any June 15 or December 15, as applicable, commencing December 15, 2005 is
greater than or equal to 120% of the principal amount of the Security, then the
Company shall pay contingent interest for the six-month period beginning on such
June 15 or December 15. If contingent interest is payable for a particular
six-month period (each a "Contingent Interest Period"), the Company shall pay
contingent interest per Security in an amount equal to 0.15% of the average of
the Last Reported Sale Prices of a Security for the 20 trading days ending on
the second trading day preceding such June 15 or December 15.

         Contingent interest, if any, will accrue and be payable to Holders as
of the record date for the related Cash Dividend or, if no Cash Dividend is paid
by the Company during any quarter within a Contingent Interest Period, to
Holders as of the 15th day preceding the last day of the



                                     A-1-3
<PAGE>



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

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

         Upon determination that Holders will be entitled to receive contingent
interest which may become payable during a Contingent Interest Period, on or
prior to the first day of such Contingent Interest Period, the Company shall
issue a press release through PR Newswire or publish the information on the
Company's web site or through such other public medium as the Company may use at
that time.

2. Method of Payment.


         Subject to the terms and conditions of the Indenture, the Company will
make payments in cash in respect of Redemption Prices, Purchase Prices,
Fundamental Change Purchase Prices and at Stated Maturity to Holders who
surrender Securities to the Paying Agent to collect such payments in respect of
the Securities, provided that the Company may make payments in shares of Common
Stock or combination of cash and Common Stock in respect of the Purchase Price
on a Purchase Date, as provided for in Section 3.7 of the Indenture. The Company
will pay cash amounts in money of the United States that at the time of payment
is legal tender for payment of public and private debts. However, the Company
may make such cash payments by check payable in such money.

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

         Initially, Banc of America Securities LLC shall act as Bid Solicitation
Agent, and J.P. Morgan Trust Company, National Association (the "Trustee") will
act as Paying Agent, Conversion Agent and Registrar. The Company may appoint and
change any Paying Agent, Conversion Agent or Registrar without notice, other
than notice to the Trustee; provided that the Company will maintain at least one
Paying Agent in the State of New York, City of New York,



                                     A-1-4
<PAGE>



Borough of Manhattan, which shall initially be an office or agency of the
Trustee. The Company or any of its Subsidiaries or any of their Affiliates may
act as Paying Agent, Conversion Agent or Registrar.

4. Indenture; Subordination.

         The Company issued the Securities under an Indenture, dated as of [  ],
2004 (the "Indenture"), between the Company and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as in effect from
time to time (the "TIA"). Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture. The Securities are subject
to all such terms, and Securityholders are referred to the Indenture and the TIA
for a statement of those terms. To the extent any provisions of this Security
and the Indenture conflict, the provisions of the Indenture shall control.

         The Securities are limited to $290,000,000 aggregate principal amount.
The Securities are the Company's unsecured obligations and will be subordinated
in right of payment to all of the Company's existing and future Senior
Indebtedness and effectively subordinated to all existing and future
Indebtedness and other liabilities of the Subsidiaries. The Securities will rank
equally in right of payment to any of the Company's existing and future
subordinated indebtedness. The Indenture does not limit other indebtedness of
the Company, secured or unsecured.

5. Redemption at the Option of the Company.

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

6. Purchase By the Company at the Option of the Holder.

         Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase in cash, at the option of the Holder, all or any
portion of the Securities held by such Holder on any Purchase Date in integral
multiples of $1,000, at a Purchase Price equal to the principal amount plus
accrued and unpaid interest, if any, to the Purchase Date. To exercise such
right, a Holder shall deliver to the Company a Purchase Notice containing the
information set forth in the Indenture at any time from the opening of business
on the date that is 20 Business Days prior to such Purchase Date until the close
of business on the last Business Day prior to such Purchase Date, and shall
deliver the Securities to the Paying Agent as set forth in the Indenture.

 At the option of the Holder and subject
         to the terms and conditions of the Indenture, the Company shall become
         obligated to offer to purchase the Securities held by such Holder
         within



                                     A-1-5
<PAGE>


30 days (which purchase shall occur 45 days after the date of such offer) after
the occurrence of a Fundamental Change for a Fundamental Change Purchase Price
equal to the principal amount plus accrued and unpaid interest, if any, to the
Fundamental Change Purchase Date, which Fundamental Change Purchase Price shall
be paid in cash.

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

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

7. Notice of Redemption.

         Notice of redemption pursuant to Section 5 of this Security will be
mailed at least 30 days but not more than 60 days before the Redemption Date to
each Holder of Securities to be redeemed at the Holder's registered address. If
money sufficient to pay the Redemption Price of all Securities or portions
thereof to be redeemed on the Redemption Date is deposited with the Paying Agent
prior to or on the Redemption Date, interest ceases to accrue on such Securities
or portions thereof immediately after such Redemption Date. Securities in
denominations larger than $1,000 of principal amount may be redeemed in part but
only in integral multiples of $1,000 of principal amount.

8. Conversion.

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

         In the event that the Conversion Rate must be adjusted because the
Company declares a dividend or distribution described in Section 10.7 of the
Indenture or a dividend or a distribution described in Section 10.8 of the
Indenture where the fair market value of such dividend or distribution per share
of Common Stock, as determined in the Indenture, exceeds 15% of the Sale Price
of a share of Common Stock as of the Business Day prior to the date of
declaration for such distribution, unless the Holder may participate in this
distribution without conversion, the Securities may be surrendered for
conversion beginning on the date the Company gives notice to the Holders of such
right, which shall be not less than 20 days prior to the Ex-Dividend Time for
such dividend or distribution, and the Securities may be surrendered for
conversion at any time



                                     A-1-6
<PAGE>



thereafter until the close of business on the Business Day prior to the
Ex-Dividend Time or until the Company announces that such distribution will not
take place.

         In the event the Company is a party to a consolidation, merger, binding
share exchange, or transfer of all or substantially all of the Company's assets,
in each case pursuant to which the shares of Common Stock would be converted
into cash or property other than securities, or if a transaction described in
clause (ii) of the definition of Fundamental Change set forth in Section 3.8(a)
of the Indenture that occurs on or prior to December 15, 2005 and results in an
increase in the Conversion Rate, the Securities may be surrendered for
conversion at any time from and after the date which is 15 days prior to the
date the Company announces as the anticipated effective time until and including
the date which is 15 days after the actual date of such transaction (or if such
transaction also results in Holders having a right to require the Company to
repurchase their Notes, until the Fundamental Change Purchase Date).

         If and only to the extent a Holder elects to convert the Notes in
connection with a transaction described in clause (ii) of the definition of
Fundamental Change that occurs on or prior to December 15, 2005 pursuant to
which 10% or more of the consideration for the Common Stock (other than cash
payments for fractional shares and cash payments made in respect of dissenters'
appraisal rights) in such Fundamental Change transaction consists of cash or
securities (or other property) that are not traded or scheduled to be traded
immediately following such transaction on a U.S. national securities exchange or
the Nasdaq National Market, the Company will pay the Make-Whole Premium as
described under Section 3.8(a) or, in lieu thereof, the Company may in certain
circumstances elect to adjust the Conversion Rate and the related conversion
obligation so that the Securities are convertible into shares of the acquiring
or surviving entity as described under Section 3.8(b).

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

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

         The initial Conversion Rate is 16.7997 shares of Common Stock per
$1,000 principal amount of Securities, subject to adjustment in certain events
described in the Indenture. A Holder that surrenders Securities for conversion
will receive cash or a check in lieu of any fractional shares of Common Stock.

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


                                     A-1-7
<PAGE>



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

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

         If the Company engages in certain reclassifications of the Common Stock
or if the Company is a party to a consolidation, merger, binding share exchange
or a transfer of all or substantially all of its assets, in each case pursuant
to which shares of Common Stock are converted into cash, security or other
property, then at the effective time of the transaction the Conversion Value and
Net Share Amount will be based on the applicable Conversion Rate and the kind
and amount of cash, securities or other property which a Holder of one share of
Common Stock would have received in such transaction. In addition, if the Holder
converts its Securities following the effective time of the transaction, the Net
Share Amount will be paid in such Exchange Property rather than shares of Common
Stock. Notwithstanding the first sentence of this paragraph, if the Company
elects to adjust the Conversion Rate and the Company's conversion obligation as
described in Section 3.8(b), the provisions described in that section will apply
instead of the provisions described in the first sentence of this paragraph.

9. Conversion Arrangement on Call for Redemption.

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

10. Denominations; Transfer; Exchange.

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



                                     A-1-8
<PAGE>



purchased) or any Securities for a period of 15 days before the mailing of a
notice of redemption of Securities to be redeemed.

11. Persons Deemed Owners.

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

12. Unclaimed Money or Securities.

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

13. Amendment; Waiver.

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

14. Defaults and Remedies.

         Under the Indenture, Events of Default include (i) default in payment
(whether or not such payment is prohibited by the subordination provisions set
forth in Article XI of the Indenture) of the principal amount of the Securities
plus accrued and unpaid interest when the same becomes due and payable at Stated
Maturity, upon redemption, upon declaration, when due for purchase by the
Company or otherwise, (ii) default in the payment (whether or not such



                                     A-1-9
<PAGE>



payment is prohibited by the subordination provisions set forth in Article XI of
the Indenture) of any interest (including contingent interest), when due and
payable, subject to lapse of time, (iii) failure by the Company to comply in any
material respect with other agreements or covenants in the Indenture or the
Securities, subject to notice and lapse of time; (iv) failure by the Company to
deliver cash and shares, if any, of Common Stock upon the election by the
Holders to convert their Securities, subject to lapse of time; (v) failure to
provide timely notice of a Fundamental Change; (vi) default under any credit
agreement, mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness for money borrowed
by the Company or any of its Material Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Material Subsidiaries), whether such
Indebtedness or guarantee exists on the date of the Indenture or is created
thereafter, which default (A) is caused by a failure to pay when due any
principal of such Indebtedness within the grace period provided for in such
Indebtedness (which failure continues beyond any applicable grace period) (a
"Payment Default") or (B) results in the acceleration of such Indebtedness prior
to its express maturity (without such acceleration being rescinded or annulled)
and, in each case, the principal amount of such Indebtedness, together with the
principal amount of any other such Indebtedness under which there is a Payment
Default or the maturity of which has been so accelerated, aggregates $10,000,000
or more and such Payment Default is not cured or such acceleration is not
annulled within 30 days after notice; or (vii) failure by the Company or any
Material Subsidiary of the Company to pay final, non-appealable judgments (other
than any judgment as to which a reputable insurance company has accepted full
liability) aggregating in excess of $10,000,000, which judgments are not stayed,
bonded or discharged within 60 days after their entry; and (vii) certain events
of bankruptcy, insolvency and reorganization of the Company.

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

15.      Trustee Dealings with the Company.

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

16.      Calculations in Respect of Securities.

         The Company will be responsible for making all calculations called for
under the Securities, except for such calculations made by the Bid Solicitation
Agent. These calculations include, but are not limited to, determination of the
market prices for the Common Stock, accrued interest payable on the Securities
and the Last Report Sale Price of the Securities and on the Common Stock. Any
calculations made in good faith and without manifest error will be final and
binding on Holders of the Securities. The Company will be required to deliver to
each of the




                                     A-1-10
<PAGE>



Trustee and the Conversion Agent a schedule of its calculations and each of the
Trustee and the Conversion Agent will be entitled to rely upon the accuracy of
such calculations without independent verification. The Trustee will forward the
Company's calculations to any Holder of the Securities upon the request of such
Holder.

17. No Recourse Against Others.

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

18. Authentication.

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

19. Abbreviations.

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

20. GOVERNING LAW.

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

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

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


                                     A-1-11
<PAGE>


                            FORM OF CONVERSION NOTICE

To: TECH DATA CORPORATION.

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


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

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

-----------------------------------
            (Name)                                       $___,000


-----------------------------------          -----------------------------------
         (Street Address)                    Social Security or other Taxpayer
                                             Identification Number


-----------------------------------
   (City, State and Zip Code)


Signature Guarantee:

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



                                     A-1-12
<PAGE>



                                 ASSIGNMENT FORM

         To assign this Security, fill in the form below:

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


--------------------------------------------------------------------------------
               (Insert assignee's social security or tax I.D. no.)


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


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


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

and irrevocably appoint ____________________________________ agent to transfer
this Security on the books of the Company. The agent may substitute another to
act for him.

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


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

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



                                     A-1-13
<PAGE>



                  SCHEDULE OF INCREASES AND DECREASES OF GLOBAL

  SECURITY Initial Principal Amount of Global Security:__________($__________).

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



                                     A-1-14
<PAGE>



                                                                     EXHIBIT A-2

                     [FORM OF FACE OF CERTIFICATED SECURITY]

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



                                     A-2-1
<PAGE>



                              Tech Data Corporation

                 2% Convertible Subordinated Debentures due 2021

No.                                                                CUSIP:
Issue Date: [         ], 2004
Issue Price: 100% of principal amount

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

         This Security shall bear interest at a rate of 2% per year except as
specified on the other side of this Security. This Security is convertible as
specified on the other side of this Security.

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

Dated:

                                                TECH DATA CORPORATION

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


TRUSTEE'S CERTIFICATE OF AUTHENTICATION


J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
     as Trustee, certifies that this is one
     of the Securities referred to in the
     within-mentioned Indenture.

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

Dated:



                                     A-2-2
<PAGE>



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



                                     A-2-3
<PAGE>



                                   SCHEDULE A

                           Projected Payment Schedule*

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


----------
* The comparable yield and the schedule of projected payments are determined on
the basis of certain assumptions and are not determined for any purpose other
than for the determination of interest accruals and adjustments thereof in
respect of the Securities for United States federal income tax purposes. The
comparable yield and the schedule of projected payments do not constitute a
projection or representation regarding the amounts payable on Securities.