lhex4_1.htm


    Exhibit
      4.1

    
      


       

      ANDREW
        CORPORATION

       

      To

       

      BNY
        Midwest Trust Company,

      as
        Trustee

      ______________________________

       

      INDENTURE

       

      Dated
        as
        of

       

      August
        8,
        2003

      
        _____________________________________

      

       

       

      3
        1/4%
        CONVERTIBLE SUBORDINATED NOTES DUE 2013

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      TABLE
        OF
        CONTENTS

       

      
        
          	 	
                  PAGE

                
	 	 
	
                  ARTICLE
                    1

                  DEFINITIONS

                   

                	 
	
                  Section
                    1.01.  DEFINITIONS

                	
                  1

                
	 	 
	
                  ARTICLE
                    2

                  ISSUE,
                    DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF
                    SECURITIES

                   

                	 
	
                  Section
                    2.01.  DESIGNATION AMOUNT AND ISSUE OF
                    SECURITIES

                	
                  10

                
	
                  Section
                    2.02.  FORM OF SECURITIES

                	
                  11

                
	
                  Section
                    2.03.  DATE AND DENOMINATION OF SECURITIES; PAYMENTS OF
                    INTEREST

                	
                  12

                
	
                  Section
                    2.04.  EXECUTION OF SECURITIES

                	
                  14

                
	
                  Section
                    2.05.  EXCHANGE AND REGISTRATION OF TRANSFER OF SECURITIES;
                    RESTRICTIONS ON TRANSFER

                	
                  14

                
	
                  Section
                    2.06.  MUTILATED, DESTROYED, LOST OR STOLEN
                    SECURITIES

                	
                  19

                
	
                  Section
                    2.07.  TEMPORARY SECURITIES

                	
                  20

                
	
                  Section
                    2.08.  CANCELLATION OF SECURITIES

                	
                  21

                
	
                  Section
                    2.09.  CUSIP NUMBERS

                	
                  21

                
	 	 
	
                  ARTICLE
                    3

                  PARTICULAR
                    COVENANTS OF THE COMPANY

                   

                	 
	
                  Section
                    3.01.  PAYMENT OF PRINCIPAL AND INTEREST

                	
                  21

                
	
                  Section
                    3.02.  MAINTENANCE OF OFFICE OR AGENCY

                	
                  21

                
	
                  Section
                    3.03.  APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S
                    OFFICE

                	
                  22

                
	
                  Section
                    3.04.  PROVISIONS AS TO PAYING AGENT

                	
                  22

                
	
                  Section
                    3.05.  EXISTENCE

                	
                  23

                
	
                  Section
                    3.06.  MAINTENANCE OF PROPERTIES

                	
                  24

                
	
                  Section
                    3.07.  PAYMENT OF TAXES AND OTHER CLAIMS

                	
                  24

                
	
                  Section
                    3.08.  RULE 144A INFORMATION REQUIREMENT

                	
                  24

                
	
                  Section
                    3.09.  STAY, EXTENSION AND USURY LAWS

                	
                  25

                
	
                  Section
                    3.10.  COMPLIANCE CERTIFICATE

                	
                  25

                
	
                  Section
                    3.11.  ADDITIONAL INTEREST NOTICE

                	
                  25

                
	 	 
	
                  ARTICLE
                    4

                  SECURITYHOLDERS'
                    LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

                   

                	 
	
                  Section
                    4.01.  SECURITYHOLDERS' LISTS

                	
                  26

                
	
                  Section
                    4.02.  PRESERVATION AND DISCLOSURE OF LISTS

                	
                  26

                
	
                  Section
                    4.03.  REPORTS BY TRUSTEE

                	
                  26

                
	
                  Section
                    4.04.  REPORTS BY COMPANY

                	
                  27

                
	 	 
	
                  ARTICLE
                    5

                  REMEDIES
                    OF THE TRUSTEE AND SECURITYHOLDERS ON AN EVENT OF DEFAULT

                   

                	 
	
                  Section
                    5.01.  EVENTS OF DEFAULT

                	
                  27

                
	
                  Section
                    5.02.  PAYMENTS OF SECURITIES ON DEFAULT; SUIT
                    THEREFOR

                	
                  30

                
	
                  Section
                    5.03.  APPLICATION OF MONIES COLLECTED BY
                    TRUSTEE

                	
                  31

                
	
                  Section
                    5.04.  PROCEEDINGS BY SECURITYHOLDER

                	
                  32

                
	
                  Section
                    5.05.  PROCEEDINGS BY TRUSTEE

                	
                  33

                
	
                  Section
                    5.06.  REMEDIES CUMULATIVE AND CONTINUING

                	
                  33

                
	
                  Section
                    5.07.  DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY
                    MAJORITY OF SECURITYHOLDERS

                	
                  34

                
	
                  Section
                    5.08.  NOTICE OF DEFAULTS

                	
                  34

                
	
                  Section
                    5.09.  UNDERTAKING TO PAY COSTS

                	
                  34

                
	 	 
	
                  ARTICLE
                    6

                  THE
                    TRUSTEE

                   

                	 
	
                  Section
                    6.01.  DUTIES AND RESPONSIBILITIES OF TRUSTEE

                	
                  35

                
	
                  Section
                    6.02.  RELIANCE ON DOCUMENTS, OPINIONS, ETC

                	
                  37

                
	
                  Section
                    6.03.  NO RESPONSIBILITY FOR RECITALS, ETC

                	
                  38

                
	
                  Section
                    6.04.  TRUSTEE, PAYING AGENTS, CONVERSION AGENTS OR REGISTRAR
                    MAY OWN SECURITIES

                	
                  38

                
	
                  Section
                    6.05.  MONIES TO BE HELD IN TRUST

                	
                  39

                
	
                  Section
                    6.06.  COMPENSATION AND EXPENSES OF TRUSTEE

                	
                  39

                
	
                  Section
                    6.07.  OFFICERS' CERTIFICATE AS EVIDENCE

                	
                  40

                
	
                  Section
                    6.08.  CONFLICTING INTERESTS OF TRUSTEE

                	
                  40

                
	
                  Section
                    6.09.  ELIGIBILITY OF TRUSTEE

                	
                  40

                
	
                  Section
                    6.10.  RESIGNATION OR REMOVAL OF TRUSTEE

                	
                  40

                
	
                  Section
                    6.11.  ACCEPTANCE BY SUCCESSOR TRUSTEE

                	
                  42

                
	
                  Section
                    6.12.  SUCCESSION BY MERGER

                	
                  42

                
	
                  Section
                    6.13.  PREFERENTIAL COLLECTION OF CLAIMS

                	
                  43

                
	
                  Section
                    6.14.  TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE
                    COMPANY

                	
                  43

                
	 	 
	
                  ARTICLE
                    7

                  THE
                    SECURITYHOLDERS

                   

                	 
	
                  Section
                    7.01.  ACTION BY SECURITYHOLDERS

                	
                  44

                
	
                  Section
                    7.02.  PROOF OF EXECUTION BY SECURITYHOLDERS

                	
                  44

                
	
                  Section
                    7.03.  WHO ARE DEEMED ABSOLUTE OWNERS

                	
                  44

                
	
                  Section
                    7.04.  COMPANY-OWNED SECURITIES DISREGARDED

                	
                  45

                
	
                  Section
                    7.05.  REVOCATION OF CONSENTS, FUTURE SECURITYHOLDERS
                    BOUND

                	
                  45

                
	 	 
	
                  ARTICLE
                    8

                  MEETINGS
                    OF SECURITYHOLDERS

                   

                	 
	
                  Section
                    8.01.  PURPOSE OF MEETINGS

                	
                  46

                
	
                  Section
                    8.02.  CALL OF MEETINGS BY TRUSTEE

                	
                  46

                
	
                  Section
                    8.03.  CALL OF MEETINGS BY COMPANY OR
                    SECURITYHOLDERS

                	
                  46

                
	
                  Section
                    8.04.  QUALIFICATIONS FOR VOTING

                	
                  47

                
	
                  Section
                    8.05.  REGULATIONS

                	
                  47

                
	
                  Section
                    8.06.  VOTING

                	
                  48

                
	
                  Section
                    8.07.  NO DELAY OF RIGHTS BY MEETING

                	
                  48

                
	 	 
	
                  ARTICLE
                    9

                  SUPPLEMENTAL
                    INDENTURES

                   

                	 
	
                  Section
                    9.01.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
                    SECURITYHOLDERS

                	
                  48

                
	
                  Section
                    9.02.  SUPPLEMENTAL INDENTURE WITH CONSENT OF
                    SECURITYHOLDERS

                	
                  50

                
	
                  Section
                    9.03.  EFFECT OF SUPPLEMENTAL INDENTURE

                	
                  51

                
	
                  Section
                    9.04.  NOTATION ON SECURITIES

                	
                  51

                
	
                  Section
                    9.05.  EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE
                    FURNISHED TO TRUSTEE

                	
                  52

                
	 	 
	
                  ARTICLE
                    10

                  CONSOLIDATION,
                    MERGER, SALE, CONVEYANCE AND LEASE

                   

                	 
	
                  Section
                    10.01.  COMPANY MAY CONSOLIDATE ON CERTAIN TERMS

                	
                  52

                
	
                  Section
                    10.02.  SUCCESSOR TO BE SUBSTITUTED

                	
                  53

                
	
                  Section
                    10.03.  OPINION OF COUNSEL TO BE GIVEN TO
                    TRUSTEE

                	
                  53

                
	 	 
	
                  ARTICLE
                    11

                  SATISFACTION
                    AND DISCHARGE OF INDENTURE

                   

                	 
	
                  Section
                    11.01.  DISCHARGE OF INDENTURE

                	
                  54

                
	
                  Section
                    11.02.  DEPOSITED MONIES TO BE HELD IN TRUST BY
                    TRUSTEE

                	
                  54

                
	
                  Section
                    11.03.  PAYING AGENT TO REPAY MONIES HELD

                	
                  55

                
	
                  Section
                    11.04.  RETURN OF UNCLAIMED MONIES

                	
                  55

                
	
                  Section
                    11.05.  REINSTATEMENT

                	
                  55

                
	 	 
	
                  ARTICLE
                    12

                  IMMUNITY
                    OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

                   

                	 
	
                  Section
                    12.01.  INDENTURE AND SECURITIES SOLELY CORPORATE
                    OBLIGATIONS

                	
                  55

                
	 	 
	
                  ARTICLE
                    13

                  GENERAL
                    PROVISIONS

                   

                	 
	
                  Section
                    13.01.  PROVISIONS BINDING ON COMPANY’S
                    SUCCESSORS

                	
                  56

                
	
                  Section
                    13.02.  OFFICIAL ACTS BY SUCCESSOR CORPORATION

                	
                  56

                
	
                  Section
                    13.03.  ADDRESSES FOR NOTICES, ETC.

                	
                  56

                
	
                  Section
                    13.04.  GOVERNING LAW

                	
                  57

                
	
                  Section
                    13.05.  EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT,
                    CERTIFICATES TO TRUSTEE

                	
                  57

                
	
                  Section
                    13.06.  LEGAL HOLIDAYS

                	
                  57

                
	
                  Section
                    13.07.  TRUST INDENTURE ACT

                	
                  57

                
	
                  Section
                    13.08.  NO SECURITY INTEREST CREATED

                	
                  58

                
	
                  Section
                    13.09.  BENEFITS OF INDENTURE

                	
                  58

                
	
                  Section
                    13.10.  TABLE OF CONTENTS, HEADINGS

                	
                  58

                
	
                  Section
                    13.11.  AUTHENTICATING AGENT

                	
                  58

                
	
                  Section 13.12. 
                    EXECUTION IN COUNTERPARTS

                	
                  59

                
	
                  Section
                    13.13.  SEVERABILITY

                	
                  59

                
	 	 
	
                  ARTICLE
                    14

                  REDEMPTION
                    AND REPURCHASE OF SECURITIES

                   

                	 
	
                  Section
                    14.01.  REDEMPTION OF SECURITIES

                	
                  59

                
	
                  Section
                    14.02.  NOTICE OF OPTIONAL REDEMPTION; SELECTION OF
                    SECURITIES

                	
                  60

                
	
                  Section
                    14.03.  PAYMENT OF SECURITIES CALLED FOR REDEMPTION BY THE
                    COMPANY

                	
                  62

                
	
                  Section
                    14.04.  CONVERSION ARRANGEMENT ON CALL FOR
                    REDEMPTION

                	
                  63

                
	
                  Section
                    14.05.  REPURCHASE AT OPTION OF SECURITYHOLDERS UPON A
                    DESIGNATED EVENT

                	
                  63

                
	
                  Section
                    14.06.  REPURCHASE OF SECURITIES BY THE COMPANY AT OPTION OF THE
                    SECURITYHOLDER

                	
                  67

                
	
                  Section
                    14.07.  COMPANY REPURCHASE NOTICE

                	
                  68

                
	
                  Section
                    14.08.  EFFECT OF REPURCHASE NOTICE

                	
                  69

                
	
                  Section 14.09.  DEPOSIT
                    OF REPURCHASE PRICE

                	
                  70

                
	
                  Section 14.10.  SECURITIES
                    REPURCHASED IN PART

                	
                  71

                
	
                  Section 14.11.  REPAYMENT
                    TO THE COMPANY

                	
                  71

                
	 	 
	
                  ARTICLE
                    15

                  CONVERSION
                    OF SECURITIES

                   

                	 
	
                  Section
                    15.01.  RIGHT TO CONVERT

                	
                  71

                
	
                  Section
                    15.02.  EXERCISE OF CONVERSION PRIVILEGE; ISSUANCE OF COMMON
                    STOCK ON CONVERSION; NO ADJUSTMENT FOR INTEREST OR
                    DIVIDENDS

                	
                  74

                
	
                  Section
                    15.03.  CASH PAYMENTS IN LIEU OF FRACTIONAL
                    SHARES

                	
                  77

                
	
                  Section
                    15.04.  CONVERSION RATE

                	
                  77

                
	
                  Section
                    15.05.  ADJUSTMENT OF CONVERSION RATE

                	
                  77

                
	
                  Section
                    15.06.  EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR
                    SALE

                	
                  88

                
	
                  Section
                    15.07.  TAXES ON SHARES ISSUED

                	
                  89

                
	
                  Section
                    15.08.  RESERVATION OF SHARES, SHARES TO BE FULLY PAID;
                    COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS; LISTING OF COMMON
                    STOCK

                	
                  89

                
	
                  Section
                    15.09.  RESPONSIBILITY OF TRUSTEE

                	
                  90

                
	
                  Section
                    15.10.  NOTICE TO SECURITYHOLDERS PRIOR TO CERTAIN
                    ACTIONS

                	
                  91

                
	
                  Section
                    15.11.  SHAREHOLDER RIGHTS PLANS

                	
                  91

                
	
                  Section
                    15.12.  TRANSFER RESTRICTIONS

                	
                  92

                
	 	 
	
                  ARTICLE
                    16

                  SUBORDINATION
                    OF SECURITIES

                   

                	 
	
                  Section
                    16.01.  AGREEMENT OF SUBORDINATION

                	
                  92

                
	
                  Section
                    16.02.  NO PAYMENTS TO SECURITYHOLDERS UPON DEFAULTS RELATING TO
                    DESIGNATED SENIOR INDEBTEDNESS

                	
                  93

                
	
                  Section
                    16.03.  PAYMENTS OVER TO SENIOR INDEBTEDNESS UPON
                    DISSOLUTION

                	
                  94

                
	
                  Section
                    16.04.  PRIOR PAYMENT OF SENIOR INDEBTEDNESS UPON ACCELERATION
                    OF SECURITIES

                	
                  95

                
	
                  Section
                    16.05.  PAYMENT OVER TO SENIOR INDEBTEDNESS

                	
                  96

                
	
                  Section
                    16.06.  SUBROGATION OF SECURITIES

                	
                  96

                
	
                  Section
                    16.07.  PAYMENT OBLIGATIONS UNCONDITIONAL

                	
                  97

                
	
                  Section
                    16.08.  AUTHORIZATION TO EFFECT SUBORDINATION

                	
                  97

                
	
                  Section
                    16.09.  NOTICE TO TRUSTEE

                	
                  97

                
	
                  Section
                    16.10.  TRUSTEE'S RELATION TO SENIOR
                    INDEBTEDNESS

                	
                  98

                
	
                  Section
                    16.11.  NO IMPAIRMENT OF SUBORDINATION

                	
                  99

                
	
                  Section
                    16.12.  CERTAIN CONVERSIONS NOT DEEMED PAYMENT

                	
                  99

                
	
                  Section
                    16.13.  SUBORDINATION APPLICABLE TO PAYING
                    AGENTS

                	
                  99

                
	
                  Section
                    16.14.  SENIOR INDEBTEDNESS ENTITLED TO RELY

                	
                  100

                
	
                  Section
                    16.15.  RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
                    AGENT

                	
                  100

                
	 	 
	
                  Exhibit
                    A Form of Security

                	
                  A-1

                
	 	 


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      INDENTURE

       

      INDENTURE
        dated as of August 8, 2003 between Andrew Corporation, a Delaware corporation
        (hereinafter called the "COMPANY"), having its principal office at 10500
        West
        153rd Street, Orland Park, Illinois, 60462 and BNY Midwest Trust Company,
        an
        Illinois trust company, as trustee hereunder (hereinafter called the
        "TRUSTEE").

       

      WHEREAS,
        for its lawful corporate purposes, the Company has duly authorized the issuance
        of its 3 1/4% Convertible Subordinated Notes Due 2013 (hereinafter called
        the
        "SECURITIES"), in an aggregate principal amount not to exceed $240,000,000,
        and
        to provide the terms and conditions upon which the Securities are to be
        authenticated, issued and delivered, the Company has duly authorized the
        execution and delivery of this Indenture; and

       

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

       

      NOW,
        THEREFORE, THIS INDENTURE WITNESSETH:

       

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

       

      ARTICLE
        1

      DEFINITIONS

       

      Section
        1.01. DEFINITIONS. The terms defined in this Section 1.01 (except as herein
        otherwise expressly provided or unless the context otherwise requires) for
        all
        purposes of this Indenture and of any indenture supplemental hereto shall
        have
        the respective meanings specified in this Section 1.01. All other terms used
        in
        this Indenture that are defined in the Trust Indenture Act or which are by
        reference therein defined in the Securities Act of 1933 (except as herein
        otherwise expressly provided or unless the context otherwise requires) shall
        have the meanings assigned to such terms in the Trust Indenture Act and in
        the
        Securities Act as in force at the date of the execution of this Indenture.
        The
        words "HEREIN", "HEREOF",
        "HEREUNDER" and words of similar import refer to this Indenture as a whole
        and
        not to any particular Article, Section or other Subdivision. The terms defined
        in this Article include the plural as well as the singular.

       

      "ADDITIONAL
        INTEREST" has the meaning specified for "ADDITIONAL INTEREST AMOUNT" in Section
        2(e) of the Registration Rights Agreement.

       

      "ADDITIONAL
        INTEREST NOTICE" has the meaning specified in Section 3.11. 

       

      "ADJUSTMENT
        EVENT" has the meaning specified in Section 15.05(l).

       

      "AGENT
        MEMBERS" has the meaning specified in Section 2.05(b).

       

      "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
        STOCK PRICE" means, in respect of a conversion date, the average of the Closing
        Sale Prices per share of Common Stock over the five-Trading Day period starting
        the third Trading Day following such conversion date.

       

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

       

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

       

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

       

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

       

      "COMMON
        STOCK" means any stock of any class of the Company which has no preference
        in
        respect of dividends or of amounts payable in the event of any voluntary
        or
        involuntary liquidation, dissolution or winding up of the Company and which
        is
        not subject to redemption by the Company. Subject to the provisions of Section
        15.06, however, shares issuable on conversion of Securities shall include
        only
        shares of the class designated as common stock of the Company at the date
        of
        this Indenture (namely, the Common Stock, par value $.01) or shares of any
        class
        or classes resulting from any reclassification or reclassifications thereof
        and
        which have no preference in respect of dividends or of amounts payable in
        the
        event of any voluntary or involuntary liquidation, dissolution or winding
        up of
        the Company and which are not subject to redemption by the Company; PROVIDED
        that if at any time there shall be more than one such resulting class, the
        shares of each such class then so issuable on conversion shall be substantially
        in the proportion which the total number of shares of such class resulting
        from
        all such reclassifications bears to the total number of shares of all such
        classes resulting from all such reclassifications.

       

      "COMPANY"
        means the corporation named as the "COMPANY" in the first paragraph of this
        Indenture, and, subject to the provisions of Article 10 and Section 15.06,
        shall
        include its successors and assigns.

       

      "COMPANY
        REPURCHASE NOTICE" has the meaning specified in Section 14.07(b).

       

      "COMPANY
        REPURCHASE NOTICE DATE" has the meaning specified in Section
        14.07(b).

       

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

       

      "CONVERSION
        RATE" has the meaning specified in Section 15.04.

       

      "CORPORATE
        TRUST OFFICE" or other similar term, means the designated office of the Trustee
        at which at any particular time its corporate trust business as it relates
        to
        this Indenture shall be administered, which office is, at the date as of
        which
        this Indenture is dated, located at 2 N. LaSalle St., Suite 1020, Chicago
        IL
60602,
        Attention: Corporate Trust Administration, or such other address as the Trustee
        may designate from time to time by notice to the Securityholders (or such
        other
        address as such successor Trustee may designate from time to time by notice
        to
        the Securityholders and the Company).

       

      "CURRENT
        MARKET PRICE" has the meaning specified in Section 15.05(h).

       

      "CUSTODIAN"
        means BNY Midwest Trust Company, as custodian with respect to the Securities
        in
        global form, or any successor entity thereto.

       

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

       

      "DEFAULTED
        INTEREST" has the meaning specified in Section 2.03.

       

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

       

      "DESIGNATED
        EVENT" shall mean (a) any Fundamental Change or (b) the Common Stock is neither
        listed for trading on a United States national securities exchange nor approved
        for trading on the Nasdaq National Market.

       

      "DESIGNATED
        EVENT NOTICE" has the meaning specified in Section 14.05(b).

       

      "DESIGNATED
        EVENT EXPIRATION TIME" has the meaning specified in Section
        14.05(b).

       

      "DESIGNATED
        EVENT REPURCHASE DATE" has the meaning specified in Section
        14.05(a).

       

      "DESIGNATED
        SENIOR INDEBTEDNESS" means (i) all obligations under the Senior Credit Facility,
        (ii) the Company's outstanding 9.52% Senior Notes due September 30, 2005;
        6.60%
        Senior Notes, Series 2003-A, due November 14, 2003; 6.65% Senior Notes, Series
        2003-B, due November 14, 2007 and 6.74% Senior Notes, Series 2003-C,
        due November 14, 2007 and (iii) any other Senior Indebtedness of the Company
        which, at the date of determination, is specifically designated by the Company
        in the instrument evidencing or governing such Senior Indebtedness as
        "Designated Senior Indebtedness" for purposes of this Indenture.

       

      "DETERMINATION
        DATE" has the meaning specified in Section 15.05(l).

       

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

       

      "EVENT
        OF
        DEFAULT" means any event specified in Section 5.01 as an Event of
        Default.

       

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

       

      "EX-DIVIDEND
        TIME" has the meaning specified in Section 15.01(e).

       

      "EXPIRATION
        TIME" has the meaning specified in Section 15.05(f).

       

      "FAIR
        MARKET VALUE" has the meaning specified in Section 15.05(h).

       

      "FUNDAMENTAL
        CHANGE" means the occurrence of any transaction or event (whether by means
        of an
        exchange offer, liquidation, tender offer, consolidation, merger, combination,
        reclassification, recapitalization or otherwise) in connection with which
        all or
        substantially all of the Common Stock shall be exchanged for, converted into,
        acquired for or constitutes solely the right to receive consideration which
        is
        not all or substantially all common stock that is (or, upon consummation
        of or
        immediately following such transaction or event, which will be) listed on
        a
        United States national securities exchange or approved (or, upon consummation
        of
        or immediately following such transaction or event, which will be approved)
        for
        quotation on the Nasdaq National Market or any similar United States system
        of
        automated dissemination of quotations of securities prices.

       

      "GLOBAL
        SECURITY" has the meaning specified in Section 2.02.

       

      "INDEBTEDNESS"
        means, with respect to any Person, and without duplication, (a) all
        indebtedness, obligations and other liabilities (contingent or otherwise)
        of
        such Person for borrowed money (including obligations of the Person in respect
        of overdrafts, foreign exchange contracts, commodity contracts, currency
        exchange agreements, interest rate protection agreements, and any loans or
        advances from banks, whether or not evidenced by notes or similar instruments)
        or evidenced by bonds, debentures, notes or similar instruments (whether
        or not
        the recourse of the lender is to the whole of the assets of such Person or
        to
        only a portion thereof), the deferred purchase price of property, including
        conditional sale obligations and title retention agreements, other than any
        account payable or other accrued current liability or obligation incurred
        in the
        ordinary course of business in connection with the obtaining of materials
        or
        services; (b) all reimbursement obligations and other liabilities (contingent
        or
        otherwise) of such Person with respect to letters of credit, bank guarantees
        or
        bankers' acceptances; (c) all obligations and liabilities (contingent or
        otherwise) in
        respect of leases of such Person required, in conformity with generally accepted
        accounting principles, to be accounted for as capitalized lease obligations
        on
        the balance sheet of such Person and all obligations and other liabilities
        (contingent or otherwise) under any lease or related document (including
        a
        purchase agreement) in connection with the lease of real property which provides
        that such Person is contractually obligated to purchase or cause a third
        party
        to purchase the leased property and thereby guarantee a minimum residual
        value
        of the leased property to the lessor and the obligations of such Person under
        such lease or related document to purchase or to cause a third party to purchase
        such leased property; (d) all obligations of such Person (contingent or
        otherwise) with respect to an interest rate or other swap, cap or collar
        agreement or other similar instrument or agreement or foreign currency hedge,
        exchange, purchase or similar instrument or agreement; (e) all direct or
        indirect guarantees or similar agreements by such Person in respect of, and
        obligations or liabilities (contingent or otherwise) of such Person to purchase
        or otherwise acquire or otherwise assure a creditor against loss in respect
        of,
        indebtedness, obligations or liabilities of another Person of the kind described
        in clauses (a) through (d); (f) any indebtedness or other obligations described
        in clauses (a) through (e) secured by any mortgage, pledge, lien or other
        encumbrance existing on property which is owned or held by such Person,
        regardless of whether the indebtedness or other obligation secured thereby
        shall
        have been assumed by such Person; and (g) any and all deferrals, renewals,
        extensions and refundings of, or amendments, modifications or supplements
        to,
        any indebtedness, obligation or liability of the kind described in clauses
        (a)
        through (f).

       

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

       

      "INTEREST"
        means, when used with reference to the Securities, any interest payable under
        the terms of the Securities, including Additional Interest, if any, payable
        under the terms of the Registration Rights Agreement.

       

      "NON-ELECTING
        SHARE" has the meaning specified in Section 15.06.

       

      "NOTICE
        DATE" means the date of mailing of the notice of redemption pursuant to Section
        14.02.

       

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

       

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

       

      "OPTIONAL
        REDEMPTION" has the meaning specified in Section 14.02.

       

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

       

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

       

      (b)  Securities,
        or portions thereof, (i) for the redemption of which monies in the necessary
        amount shall have been deposited in trust with the Trustee or with any paying
        agent (other than the Company) or (ii) which shall have been otherwise
        discharged in accordance with Article 11;

       

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

       

      (d)  Securities
        converted into Common Stock pursuant to Article 15 and Securities deemed
        not
        outstanding pursuant to Article 14.

       

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

       

      "PORTAL
        MARKET" means The Portal Market operated by the National Association of
        Securities Dealers, Inc. or any successor thereto.

       

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

       

      "PRINCIPAL
        VALUE CONVERSION" has the meaning set forth in Section 15.01.

       

      "PURCHASED
        SHARES" has the meaning specified in Section 15.05(f).

       

       "QIB"
        means a "QUALIFIED INSTITUTIONAL BUYER" as defined in Rule 144A.

       

      "RECORD
        DATE" has the meaning specified in Section 2.03.

       

      "REGISTRATION
        RIGHTS AGREEMENT" means the Registration Rights Agreement dated as of August
        8,
        2003 among the Company and Morgan Stanley & Co. Incorporated, Banc of
        America Securities LLC and Citicorp Global Markets Inc., as representatives
        of
        the Initial Purchasers, as amended from time to time in accordance with its
        terms.

       

      "REPRESENTATIVE"
        means (a) the indenture trustee or other trustee, agent or representative
        for
        holders of Senior Indebtedness or (b) with respect to any Senior Indebtedness
        that does not have any such trustee, agent or other representative, (i) in
        the
        case of such Senior Indebtedness issued pursuant to an agreement providing
        for
        voting arrangements as among the holders or owners of such Senior Indebtedness,
        any holder or owner of such Senior Indebtedness acting with the consent of
        the
        required persons necessary to bind such holders or owners of such Senior
        Indebtedness and (ii) in the case of all other such Senior Indebtedness,
        the
        holder or owner of such Senior Indebtedness.

       

      "REPURCHASE
        DATE" has the meaning specified in Section 14.06.

       

      "REPURCHASE
        NOTICE" has the meaning specified in Section 14.06.

       

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

       

      "RESTRICTED
        SECURITIES" has the meaning specified in Section 2.05(c).

       

      "RESTRICTED
        SECURITIES LEGEND" means the legend labeled as such set forth in Exhibit
        A
        hereto.

       

      "RULE
        144A" means Rule 144A as promulgated under the Securities Act.

       

      "SECURITY"
        or "SECURITIES" means any Security or Securities, as the case may be,
        authenticated and delivered under this Indenture, including any Global
        Security.

       

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

       

      "SECURITY
        REGISTER" has the meaning specified in Section 2.05.

       

      "SECURITY
        REGISTRAR" has the meaning specified in Section 2.05.

       

      "SECURITYHOLDER"
        as applied to any Security, or other similar terms, means any Person in whose
        name at the time a particular Security is registered on the Security Registrar's
        books.

       

      "SENIOR
        CREDIT FACILITY" means the Amended and Restated Credit Agreement, dated as
        of
        December 19, 2002, among Andrew Corporation, as borrower, Bank of America,
        N.A.,
        as lender and administrative agent and the other financial institutions from
        time to time party thereto, as amended by a First Amendment dated as of June
        30,
        2003, and the Second Amendment dated August 4, 2003, together with the documents
        now or hereafter related thereto (including, without limitation, any guarantee
        agreements and any security documents), in each case as such agreements may
        be
        amended (including any amendment and restatement thereof), supplemented or
        otherwise modified from time to time, including any agreement extending the
        maturity of, refinancing, replacing or otherwise restructuring (including
        by way
        of adding the Company or any Subsidiaries of the Company as additional borrowers
        or guarantors thereunder) all or any portion of the Indebtedness under such
        agreement or any successor or replacement agreement and whether by the same
        or
        any other agent, lender or group of lenders (or other
        institutions).

       

      "SENIOR
        INDEBTEDNESS" means the principal of, premium, if any, interest (including
        all
        interest accruing subsequent to the commencement of any bankruptcy or similar
        proceeding, whether or not a claim for post petition interest is allowable
        as a
        claim in any such proceeding), and rent payable on or in connection with,
        and
        all fees, costs, expenses and other amounts accrued or due on or in connection
        with, Indebtedness of the Company, whether outstanding on the date of this
        Indenture or thereafter created, incurred, assumed, or guaranteed by the
        Company
        (including all deferrals, renewals, extensions or refundings of, or amendments,
        modifications or supplements to, the foregoing); PROVIDED that Senior
        Indebtedness shall not include (1) the Securities, (2) any Indebtedness the
        instrument creating or evidencing the same or the assumption or guarantee
        thereof expressly provides that such Indebtedness is "pari passu" with or
        "
        junior" to the Securities or (3) any obligation of the Company to any
        Subsidiary.

       

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

       

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

       

      "TRADING
        DAY" has the meaning specified in Section 15.05(h).

       

      "TRADING
        PRICE" means, on any date, the average of the secondary market bid quotations
        per $1,000 principal amount of Securities obtained by the Trustee for
        $10,000,000 principal amount of Securities at approximately 3:30 p.m., New
        York
        City time, on such date from three independent nationally recognized securities
        dealers selected by the Company; PROVIDED that if at least three such bids
        cannot reasonably be obtained by the Trustee, but two such bids are obtained,
        then the average of the two bids shall be used, and if only one such bid
        can
        reasonably be obtained by the Trustee, one bid shall be used; PROVIDED FURTHER
        that if the Trustee cannot reasonably obtain at least one bid for $10,000,000
        principal amount of Securities from a nationally recognized securities dealer,
        then the Trading Price per $1,000 principal amount of Securities shall be
        deemed
        to be less than 98% of the product of (a) the Conversion Rate and (b) the
        Closing Sale Price on such date.

       

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

       

      "TRUST
        INDENTURE ACT" means the Trust Indenture Act of 1939, as amended, as it was
        in
        force at the date of this Indenture, except as provided in Sections 9.03
        and
        15.06; PROVIDED that if the Trust Indenture Act of 1939 is amended after
        the
        date hereof, the term "TRUST INDENTURE ACT" shall mean, to the extent required
        by such amendment, the Trust Indenture Act of 1939 as so amended.

       

      "TRUSTEE"
        means BNY Midwest Trust Company, an Illinois trust company, and its successors
        and any corporation resulting from or surviving any consolidation or merger
        to
        which it or its successors may be a party and any successor trustee at the
        time
        serving as successor trustee hereunder.

       

      
        ARTICLE
          2

        ISSUE,
          DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF
          SECURITIES

      

       

      Section
        2.01. DESIGNATION AMOUNT AND ISSUE OF SECURITIES. The Securities shall be
        designated as "3 1/4% Convertible Subordinated Notes Due 2013".
        Securities not to exceed the aggregate principal amount of $240,000,000 (except
        pursuant to Sections 2.05, 2.06, 14.03, 14.05 and 15.02 hereof) upon the
        execution of this Indenture, or from time to time thereafter, may be executed
        by
        the Company and delivered to the Trustee for authentication, and the Trustee
        shall thereupon authenticate and deliver said Securities to or upon the written
        order of the Company, signed by its Chairman of the Board, Vice Chairman
        of the
        Board, Chief Executive Officer, President or any Vice President (whether
        or not
        designated by a number or numbers or word or words added before or after
        the
        title "VICE PRESIDENT"), the Treasurer or any Assistant Treasurer or the
        Secretary or Assistant Secretary, without any further action by the Company
        hereunder.

       

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

       

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

       

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

       

      
        Any
          Global Security shall represent such of the outstanding Securities as shall
          be
          specified therein and 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 increased or reduced to reflect redemptions, repurchases, conversions,
          transfers or exchanges permitted hereby. Any endorsement of a Global Security
          to
          reflect the amount of any increase or decrease in the amount of outstanding
          Securities represented thereby shall be made by the Trustee or the Custodian,
          at
          the direction of the Trustee, in such manner and upon instructions given
          by the
          holder of such Securities in accordance with this Indenture. Payment of
          principal of and Interest on any Global Security shall be made to the holder
          of
          such Security.

      

       

      Section
        2.03. DATE AND DENOMINATION OF SECURITIES; PAYMENTS OF INTEREST. The Securities
        shall be issuable in registered form without coupons in denominations of
        $1,000
        principal amount and integral multiples thereof. Each Security shall be dated
        the date of its authentication and shall bear interest from the date specified
        on the face of the form of Security attached as Exhibit A hereto. Interest
        on
        the Securities shall be computed on the basis of a 360-day year comprised
        of
        twelve 30-day months.

       

      The
        Person in whose name any Security (or its Predecessor Security) is registered
        on
        the Security Register at the close of business on any record date with respect
        to any interest payment date shall be entitled to receive the interest payable
        on such interest payment date, except that the interest payable upon redemption
        or repurchase will be payable to the Person to whom principal is payable
        pursuant to such redemption or repurchase (unless the redemption date or
        the
        repurchase date, as the case may be, falls after a record date and on or
        prior
        to the corresponding interest payment date, in which case the semi-annual
        payment of interest becoming due on such interest payment date shall be payable
        to the Securityholders of such Securities registered as such on the applicable
        record date).

       

      Interest
        shall be payable at the office of the Company maintained by the Company for
        such
        purposes in the Borough of Manhattan, City of New York, which shall initially
        be
        an office or agency of the Trustee. The Company shall pay interest (i) on
        any
        Securities in certificated form by check mailed to the address of the Person
        entitled thereto as it appears in the Security Register (or upon written
        notice,
        by wire transfer in immediately available funds, if such Person is entitled
        to
        interest on aggregate principal in excess of $2 million) or (ii) on any Global
        Security by wire transfer of immediately available funds to the account of
        the
        Depositary or its nominee. The term "rECORD DATE" with respect to any interest
        payment date shall mean the February 1 or August 1 preceding the applicable
        February 15 or August 15 interest payment date, respectively.

       

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

       

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

       

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

       

          Section
        2.04.
        EXECUTION OF SECURITIES. The Securities shall be signed in the name and on
        behalf of the Company by the manual or facsimile signature of its Chairman
        of
        the Board, Vice Chairman of the Board, Chief Executive Officer, President
        or any
        Vice President (whether or not designated by a number or numbers or word
        or
        words added before or after the title "VICE PRESIDENT") and attested by the
        manual or facsimile signature of its Secretary or any of its Assistant
        Secretaries or its Treasurer or any of its Assistant Treasurers (which may
        be
        printed engraved or otherwise reproduced thereon, by facsimile or otherwise)
        .
        Only such Securities as shall bear thereon a certificate of authentication
        substantially in the form set forth on the form of Security attached as Exhibit
        A hereto, manually executed by the Trustee (or an authenticating agent appointed
        by the Trustee as provided by Section 13.11), shall be entitled to the benefits
        of this Indenture or be valid or obligatory for any purpose. Such certificate
        by
        the Trustee (or such an authenticating agent) upon any Security executed
        by the
        Company shall be conclusive evidence that the Security so authenticated has
        been
        duly authenticated and delivered hereunder and that the Securityholder is
        entitled to the benefits of this Indenture.

       

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

       

      Section
        2.05. EXCHANGE AND REGISTRATION OF TRANSFER OF SECURITIES; RESTRICTIONS ON
        TRANSFER. (a) The Company shall cause to be kept at the Corporate Trust Office
        a
        register (the register maintained in such office and in any other office
        or
        agency of the Company designated pursuant to Section 3.02 being herein sometimes
        collectively referred to as the "SECURITY REGISTER") in which, subject to
        such
        reasonable regulations as it may prescribe, the Company shall provide for
        the
        registration of Securities and of transfers of Securities. The Security Register
        shall be in written form or in any form capable of being converted into written
        form within a reasonably prompt period of time. The Trustee is hereby appointed
        "SECURITY REGISTRAR" for the purpose of registering Securities and transfers
        of
        Securities as herein provided. The Company may appoint one or more co-registrars
        in accordance with Section 3.02.

       

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

       

      Securities
        may be exchanged for other Securities of any authorized denominations and
        of a
        like aggregate principal amount, upon surrender of the Securities to be
        exchanged at any such office or agency maintained by the Company pursuant
        to
        Section 3.02. Whenever any Securities are so surrendered for exchange, the
        Company shall execute, and the Trustee shall authenticate and deliver, the
        Securities which the Securityholder making the exchange is entitled to receive
        bearing registration numbers not contemporaneously outstanding.

       

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

       

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

       

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

       

      Neither
        the Company nor the Trustee nor any Security Registrar shall be required
        to
        exchange or register a transfer of (a) any Securities for a period of
        fifteen(15) days next preceding any selection of Securities to be redeemed,
        (b)
        any
        Securities or portions thereof called for redemption pursuant to Section
        14.02
        (c) any Securities or portions thereof surrendered for conversion pursuant
        to
        Article 15, (d) any Securities or portions thereof tendered for repurchase
        (and
        not withdrawn) pursuant to Section 14.05 or (e) any Securities or portions
        thereof tendered for repurchase (and not withdrawn) pursuant to Section
        14.06.

       

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

       

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

       

      (ii)  Notwithstanding
        any other provision in this Indenture, no Global Security may be exchanged
        in
        whole or in part for Securities registered, and no transfer of a Global Security
        in whole or in part may be registered, in the name of any Person other than
        the
        Depositary or a nominee thereof, unless (A) the Depositary (i) has notified
        the
        Company that it is unwilling or unable to continue as Depositary for such
        Global
        Security and a successor depositary has not been appointed by the Company
        within
        ninety days or (ii) has ceased to be a clearing agency registered under the
        Exchange Act and no successor clearing agency has been appointed by the Company
        within 90 days, (B) an Event of Default has occurred and is continuing or
        (C)
        the Company, in its sole discretion, notifies the Trustee in writing that
        it no
        longer wishes to have all the Securities represented by Global Securities.
        Any
        Global Security exchanged pursuant to clause (A) or (B) above shall be so
        exchanged in whole and not in part and any Global Security exchanged pursuant
        to
        clause (C) above may be exchanged in whole or from time to time in part as
        directed by the Company. 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.

       

      (iii)  Securities
        issued in exchange for a Global Security or any portion thereof pursuant
        to
        clause (ii) above shall be issued in definitive, fully registered form, without
        interest coupons, shall have an aggregate principal amount equal to that
        of such
        Global 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 any legends required hereunder. Any Global Security
        to
        be exchanged in whole shall be surrendered by the Depositary to the Trustee,
        as
        Security 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 make available
        for
        delivery the Security issuable on such exchange to or upon the written order
        of
        the Depositary or an authorized representative thereof.

      
        
           

        

      

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

       

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

       

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

       

      (c)       Any
        certificate evidencing a Security (and all securities issued in exchange
        therefore or substitution thereof) shall bear the Restricted Securities Legend,
        unless (1) such Security has been sold pursuant to a registration statement
        that
        has been declared effective under the Securities Act (and which continues
        to be
        effective at the time of such transfer) or pursuant to Rule 144 under the
        Securities Act or any similar provision then in force, (2) such Security
        is
        eligible for resale pursuant to Rule 144(k) under the Securities Act (or
        any
        successor provision) or (3) otherwise agreed by the Company in writing, with
        written notice thereof to the Trustee.

       

      Every
        Security that bears or is required under this Section 2.05(c) to bear the
        Restricted Securities Legend (the "RESTRICTED SECURITIES") shall be subject
        to
        the restrictions on transfer set forth in this Section 2.05(c) (including
        those
        set forth in the Restricted Securities Legend) unless such restrictions on
        transfer shall be waived by written consent of the Company, and the holder
        of
        each such Restricted Security, by such Security holder's acceptance thereof,
        agrees to be bound by all such restrictions on transfer. As used in this
        Section
        2.05(c), the term "TRANSFER" encompasses any sale, pledge, loan, transfer
        or
        other disposition whatsoever of any Restricted Security or any interest
        therein.

       

      Any
        Security (or Security issued in exchange or substitution therefor) as to
        which
        the conditions for removal of the Restricted Securities Legend have been
        satisfied may, upon surrender of such Security for exchange to the Security
        Registrar in accordance with the provisions of this Section 2.05, be exchanged
        for a new Security or Securities, of like tenor and aggregate principal amount,
        which shall not bear the Restricted Securities Legend. If the Restricted
        Security surrendered for exchange is represented by a Global Security bearing
        the Restricted Securities Legend, the principal amount of the Global Security
        so
        legended shall be reduced by the appropriate principal amount and the principal
        amount of a Global Security without the Restricted Securities Legend shall
        be
        increased by an equal principal amount. If a Global Security without the
        Restricted Securities Legend is not then outstanding, the Company shall execute
        and the Trustee shall authenticate and deliver a Global Security without
        the
        Restricted Securities Legend to the Depositary.

       

      (d)  Any
        Security issued upon the conversion of a Security that, prior to the expiration
        of the holding period applicable to sales thereof under Rule 144(k) under
        the
        Securities Act (or any successor provision), is purchased or owned by the
        Company or any Affiliate thereof may not be resold by the Company or such
        Affiliate unless registered under the Securities Act or resold pursuant to
        an
        exemption from the registration requirements of the Securities Act in a
        transaction which results in such Securities, as the case may be, no longer
        being "rESTRICTED SECURITIES" (as defined under Rule 144).

       

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

       

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

       

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

       

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

       

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

       

      Section
        2.07. TEMPORARY SECURITIES. Pending the preparation of Securities in
        certificated form, the Company may execute and the Trustee or an authenticating
        agent appointed by the Trustee shall, upon the written request of the Company,
        authenticate and deliver temporary Securities (printed or lithographed).
        Temporary Securities shall be issuable in any authorized denomination, and
        substantially in the form of the Securities in certificated form, but with
        such
        omissions, insertions and variations as may be appropriate for temporary
        Securities, all as may be determined by the Company. Every such temporary
        Security shall be executed by the Company and authenticated by the Trustee
        or
        such authenticating agent upon the same conditions and in substantially the
        same
        manner, and with the same effect, as the Securities in certificated form.
        Without unreasonable delay, the Company will execute and deliver to the Trustee
        or such authenticating agent Securities in certificated form and thereupon
        any
        or all temporary Securities may be surrendered in exchange therefor, at each
        office or agency maintained by the Company pursuant to Section 3.02 and the
        Trustee or such authenticating agent shall authenticate and make available
        for
        delivery in exchange for such temporary Securities an equal aggregate principal
        amount of Securities in certificated form. Such exchange shall be made by
        the
        Company at its own expense and without any charge therefor. Until so exchanged,
        the temporary Securities shall in all respects be entitled to the same benefits
        and subject
        to the same limitations under this Indenture as Securities in certificated
        form
        authenticated and delivered hereunder.

       

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

       

      Section
        2.09. CUSIP NUMBERS. The Company in issuing the Securities may use "CUSIP"
        numbers (if then generally in use), and, if so, the Company and the Trustee,
        as
        applicable, shall use "CUSIP" numbers in notices of redemption or repurchases
        as
        a convenience to Securityholders; 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 or
        a
        repurchase and that reliance may be placed only on the other identification
        numbers printed on the Securities, and any such redemption or repurchase
        shall
        not be affected by any defect in or omission of such numbers. The Company
        will
        promptly notify the Trustee of any change in the "CUSIP" numbers.

       

      
        ARTICLE
          3

        PARTICULAR
          COVENANTS OF THE COMPANY

      

       

      Section
        3.01. PAYMENT OF PRINCIPAL AND INTEREST. The Company will duly and punctually
        pay or cause to be paid the principal of and Interest, on each of the Securities
        (including the redemption price upon redemption or the repurchase price upon
        repurchase, in each case pursuant to Article 14), at the places, at the
        respective times and in the manner provided herein and in the
        Securities.

       

      Section
        3.02. MAINTENANCE OF OFFICE OR AGENCY. The Company will maintain an office
        or
        agency in the Borough of Manhattan, the City of New York, where the Securities
        may be surrendered for registration of transfer or exchange or for presentation
        for payment or for conversion, redemption or repurchase and where notices
        and
        demands to or upon the Company in respect of the Securities and this Indenture
        may be served. The Company will give prompt written notice to the Trustee
        of the
        location, and any change in the location, of such office or agency not
        designated or appointed by the Trustee. If at any time the Company shall
        fail to
        maintain any such required office or agency or shall fail to furnish the
        Trustee
        with the address thereof, such presentations, surrenders, notices and demands
        may be made or served at the Corporate Trust Office or the corporate trust
        office of the Trustee's New York agent in the Borough of Manhattan which
        office
        is located at BNY Midwest Trust Company, The Bank of New York, 101 Barclay
        Street, New York, NY 10286, Attention: Corporate Trust.

       

      The
        Company may also from time to time designate co-registrars and one or more
        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.
        The
        Company will give prompt written notice of any such designation or rescission
        and of any change in the location of any such other office or
        agency.

       

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

       

      So
        long
        as the Trustee is the Security Registrar, the Trustee agrees to mail, or
        cause
        to be mailed, the notices set forth in Section 6.10(a) and the third paragraph
        of Section 6.11. If co-registrars have been appointed in accordance with
        this
        Section, the Trustee shall mail such notices only to the Company and the
        holders
        of Securities it can identify from its records.

       

      Section
        3.03. APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE. The Company, whenever
        necessary to avoid or fill a vacancy in the office of Trustee, will appoint,
        in
        the manner provided in Section 6.10, a Trustee, so that there shall at all
        times
        be a Trustee hereunder.

       

      Section
        3.04. PROVISIONS AS TO PAYING AGENT. (a) If the Company shall appoint a paying
        agent other than the Trustee, or if the Trustee shall appoint such a paying
        agent, the Company will cause such paying agent to execute and deliver to
        the
        Trustee an instrument in which such agent shall agree with the Trustee, subject
        to the provisions of this Section 3.04:

       

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

       

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

      


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

       

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

       

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

       

          (c)  Anything
        in this Section 3.04 to the contrary notwithstanding, the Company may, at
        any
        time, for the purpose of obtaining a satisfaction and discharge of this
        Indenture, or for any other reason, pay or cause to be paid to the Trustee
        all
        sums held in trust by the Company or any paying agent hereunder as required
        by
        this Section 3.04, such sums to be held by the Trustee upon the trusts herein
        contained and upon such payment by the Company or any paying agent to the
        Trustee, the Company or such paying agent shall be released from all further
        liability with respect to such sums.

       

          (d)     
         Anything in this Section 3.04 to the contrary notwithstanding, the
        agreement to hold sums in trust as provided in this Section 3.04 is subject
        to
        Sections 11.03 and 11.04.

       

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

       

      Section
        3.05. EXISTENCE. Subject to Article 10, the Company will do or cause to be
        done
        all things necessary to preserve and keep in full force and effect its existence
        and rights (charter and statutory); PROVIDED that the Company shall not be
        required to preserve any such right if the Company shall determine that the
        preservation thereof is no longer desirable in the conduct of the business
        of
        the Company and that the loss thereof is not disadvantageous in any material
        respect to the Securityholders.


       

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

       

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

       

      Section
        3.08. RULE 144A INFORMATION REQUIREMENT. Within the period prior to the
        expiration of the holding period applicable to sales thereof under Rule 144
        (k)
        under the Securities Act (or any successor provision), the Company shall,
        during
        any period in which it is not subject to Section 13 or 15(d) under the Exchange
        Act, make available to any holder or beneficial holder of Securities or any
        Common Stock issued upon conversion thereof which continue to be Restricted
        Securities in connection with any sale thereof and any prospective purchaser
        of
        Securities or such Common Stock designated by such holder or beneficial holder,
        the information required pursuant to Rule 144A(d) (4) under the Securities
        Act
        upon the request of any holder or beneficial holder of the Securities or
        such
        Common Stock and it will take such further action as any holder or beneficial
        holder of such Securities or such Common Stock may reasonably request, all
        to
        the extent required from time to time to enable such holder or beneficial
        holder
        to sell its Securities or Common Stock without registration under the Securities
        Act within the limitation of the exemption provided by Rule 144A,
        as
        such Rule may be amended from time to time. Upon the request of any holder
        or
        any beneficial holder of the Securities or such Common Stock, the Company
        will
        deliver to such holder a written statement as to whether it has complied
        with
        such requirements.

       

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

       

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

       

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

       

      Any
        notice required to be given under this Section 3.10 shall be delivered to
        a
        Responsible Officer of the Trustee at its Corporate Trust Office.

       

      Section
        3.11. ADDITIONAL INTEREST NOTICE. In the event that the Company is required
        to
        pay Additional Interest to holders of Securities pursuant to the Registration
        Rights Agreement, the Company will provide written notice ("ADDITIONAL INTEREST
        NOTICE") to the Trustee of its obligation to pay Additional Interest no later
        than fifteen (15) days prior to the proposed payment date for the Additional
        Interest, and the Additional Interest Notice shall set forth the amount
of
        Additional Interest to be paid by the Company on such payment date. The Trustee
        shall not at any time be under any duty or responsibility to any holder of
        Securities to determine the Additional Interest, or with respect to the nature,
        extent or calculation of the amount of Additional Interest when made, or
        with
        respect to the method employed in such calculation of the Additional
        Interest.

       

      ARTICLE
        4

      SECURITYHOLDERS'
        LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

       

      Section
        4.01. SECURITYHOLDERS' LISTS. The Company will furnish or cause to be furnished
        to the Trustee, semiannually, not more than fifteen (15) calendar days after
        each February 1 and August 1 in each year beginning with February 1, 2004,
        and
        at such other times as the Trustee may request in writing, within thirty
        (30)
        days after receipt by the Company of any such request (or such lesser
        time as the Trustee may reasonably request in order to enable it to timely
        provide any notice to be provided by it hereunder), a list in such form as
        the
        Trustee may reasonably require of the names and addresses of the holders
        of
        Securities as of a date not more than fifteen (15) calendar days (or such
        other
        date as the Trustee may reasonably request in order to so provide any such
        notices) prior to the time such information is furnished, except that no
        such
        list need be furnished by the Company to the Trustee so long as the Trustee
        is
        acting as the sole Security Registrar.

       

      Section
        4.02. PRESERVATION AND DISCLOSURE OF LISTS. The Trustee shall preserve, in
        as
        current a form as is reasonably practicable, all information as to the names
        and
        addresses of the holders of Securities contained in the most recent list
        furnished to it as provided in Section 4.01 or maintained by the Trustee
        in its
        capacity as Security Registrar or co-registrar in respect of the Securities,if
        so acting. The Trustee may destroy any list furnished to it as provided
        in Section 4.01 upon receipt of a new list so furnished.

       

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

       

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

       

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

       

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

       

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

       

      
        ARTICLE
          5

        REMEDIES
          OF THE TRUSTEE AND SECURITYHOLDERS ON AN EVENT OF DEFAULT

      

       

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

       

      (a)        default
        in the payment of the principal of any of the Securities as and
        when
        the same shall become due and payable either at maturity, in connection with
        any
        redemption or repurchase pursuant to Article 14, by acceleration or otherwise
        whether or not such payment is permitted under Article 16 hereof;
        or

      


          (b)  default
        in the payment of any installment of Interest upon any of the Securities
        as and
        when the same shall become due and payable, and continuance of such default
        for
        a period of thirty (30) days, whether or not such payment is permitted under
        Article 16 hereof; or

       

          (c)  default
        in the Company's obligation to provide a Designated Event Notice upon a
        Designated Event as provided in Section 14.05; or

       

          (d)  failure
        on the part of the Company duly to observe or perform any other of the covenants
        or agreements on the part of the Company in the Securities or in this Indenture
        (other than a covenant or agreement a default in whose performance or whose
        breach is elsewhere in this Section 5.01 specifically dealt with)continued
        for a
        period of sixty (60) days after the date on which written
        notice of such failure, requiring the Company to remedy the same, shall have
        been given to the Company by the Trustee, or the Company and a Responsible
        Officer of the Trustee by the holders of at least twenty-five percent (25%)
        in
        aggregate principal amount of the Securities at the time outstanding determined
        in accordance with Section 7.04; or

       

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

       

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

       

      then,
        and
        in each and every such case (other than an Event of Default specified in
        Section
        5.01(e) or 5.01(f)), unless the principal of all of the Securities shall
        have
        already become due and payable, either the Trustee or the holders of not
        less
        than twenty-five percent (25%) in aggregate principal amount of the Securities
        then outstanding hereunder determined in accordance with Section 7.04, by
        notice
        in writing to the Company (and to the Trustee if given by Securityholders),
        may
        declare the principal of all the Securities and the Interest accrued and
        unpaid
thereon
        to be due and payable immediately, and upon any such declaration the same
        shall
        become and shall be immediately due and payable, anything in this Indenture
        or
        in the Securities contained to the contrary notwithstanding. If an Event
        of
        Default specified in Section 5.01(e) or 5.01(f) occurs, the principal of
        all the
        Securities and the Interest accrued and unpaid thereon shall be immediately
        and
        automatically due and payable without necessity of further action. This
        provision, however, is subject to the conditions that if, at any time after
        the
        principal of the Securities shall have been so declared due and payable,
        and
        before any judgment or decree for the payment of the monies due shall have
        been
        obtained or entered as hereinafter provided, the Company shall pay or shall
        deposit with the Trustee a sum sufficient to pay all matured installments
        of
        Interest upon all Securities and the principal of any and all Securities
        which
        shall have become due otherwise than by acceleration (with interest on overdue
        installments of Interest (to the extent that payment of such interest is
        enforceable under applicable law) and on such principal at the rate set forth
        on
        the Securities for overdue payments of principal and Interest, to the date
        of
        such payment or deposit) and amounts due to the Trustee pursuant to Section
        6.06, and if any and all defaults under this Indenture, other than the
        nonpayment of principal of and accrued and unpaid Interest on Securities
        which
        shall have become due by acceleration, shall have been cured or waived pursuant
        to Section 5.07, then and in every such case the holders of a majority in
        aggregate principal amount of the Securities then outstanding, by written
        notice
        to the Company and to the Trustee, may waive all defaults or Events of Default
        and rescind and annul such declaration and its consequences; but no such
        waiver
        or rescission and annulment shall extend to or shall affect any subsequent
        default or Event of Default, or shall impair any right consequent thereon.
        The
        Company shall notify in writing a Responsible Officer of the Trustee, promptly
        upon becoming aware thereof, of any Event of Default.

       

      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.

       

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


       

      Section
        5.02. PAYMENTS OF SECURITIES ON DEFAULT; SUIT THEREFOR. In case default shall
        be
        made in the payment of (a) any installment of Interest upon any of the
        Securities as and when the same shall become due and payable, and such default
        shall have continued for a period of thirty (30) days, or (b) the principal
        of
        any of the Securities as and when the same shall have become due and payable,
        whether at maturity of the Securities, in connection with any redemption
        or
        repurchase pursuant to Article 14, by declaration or otherwise, then, upon
        demand of the Trustee, the Company will pay to the Trustee, for the benefit
        of
        the holders of the Securities, the whole amount that then shall have become
        due
        and payable on all such Securities for principal or Interest, as the case
        may
        be, with interest upon the overdue principal and (to the extent that payment
        of
        such interest is enforceable under applicable law) upon the overdue installments
        of Interest at the rate set forth on the Securities for overdue payments
        of
        principal and Interest and, in addition thereto, such further amount as shall
        be
        sufficient to cover the costs and expenses of collection, including reasonable
        compensation to the Trustee, its agents, attorneys and counsel, and all other
        amounts due the Trustee under Section 6.06. Until such demand by the Trustee,
        the Company may pay the principal of and Interest on the Securities to the
        registered Securityholders, whether or not the Securities are
        overdue.

       

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

       

      In
        case
        there shall be pending proceedings for the bankruptcy or for the reorganization
        of the Company or any other obligor on the Securities under Title 11 of the
        United States Code, or any other applicable law, or in case a receiver, assignee
        or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar
        official shall have been appointed for or taken possession of the Company
        or
        such other obligor, the property of the Company or such other obligor, or
        in the
        case of any other judicial proceedings relative to the Company or such other
        obligor upon the Securities, or to the creditors or property of the Company
        or
        such other obligor, the Trustee, irrespective of whether the principal of
        the
        Securities shall then be due and payable as therein expressed or by declaration
        or otherwise and irrespective of whether the Trustee shall have made any
        demand
        pursuant to the provisions of this Section 5.02, shall be entitled and
        empowered, by intervention in such proceedings or otherwise, to file and
        prove a
        claim or claims for the whole amount of principal and Interest owing and
        unpaid
        in respect of the Securities, and, in case of any judicial proceedings, to
        file
        such proofs of claim and
        other
        papers or documents as may be necessary or advisable in order to have the
        claims
        of the Trustee and of the Securityholders allowed in such judicial proceedings
        relative to the Company or any other obligor on the Securities, its or their
        creditors, or its or their property, and to collect and receive any monies
        or
        other property payable or deliverable on any such claims, and to distribute
        the
        same after the deduction of any amounts due the Trustee under Section 6.06,
        and
        to take any other action with respect to such claims, including participating
        as
        a member of any official committee of creditors, as it reasonably deems
        necessary or advisable, and, unless prohibited by law or applicable regulations,
        any receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
        custodian or similar official is hereby authorized by each of the
        Securityholders 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
        Securityholders, to pay to the Trustee any amount due it for reasonable
        compensation, expenses, advances and disbursements, including counsel fees
        and
        expenses incurred by it up to the date of such distribution. To the extent
        that
        such payment of reasonable compensation, expenses, advances and disbursements
        out of the estate in any such proceedings shall be denied for any reason,
        payment of the same shall be secured by a lien on, and shall be paid out
        of, any
        and all distributions, dividends, monies, securities and other property which
        the Securityholders may be entitled to receive in such proceedings, whether
        in
        liquidation or under any plan of reorganization or arrangement or
        otherwise.

       

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

       

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

       

      Section
        5.03. APPLICATION OF MONIES COLLECTED BY TRUSTEE. Any monies collected by
        the
        Trustee pursuant to this Article 5 shall be applied in the following order,
        at
        the date or dates fixed by the Trustee for the distribution of such monies,
        upon
        presentation of the several Securities, and stamping thereon the payment,
        if
        only partially paid, and upon surrender thereof, if fully paid:

       

      FIRST:
        To
        the payment of all amounts due the Trustee under Section 6.06;


       

      SECOND:
        Subject to the provisions of Article 16, in case the principal of the
        outstanding Securities shall not have become due and be unpaid, to the payment
        of Interest on the Securities in default in the order of the maturity of
        the
        installments of such Interest, with interest (to the extent that such interest
        has been collected by the Trustee) upon the overdue installments of Interest
        at
        the rate set forth on the Securities for overdue payments of Interest, such
        payments to be made ratably to the Persons entitled thereto;

       

      THIRD:
        Subject to the provisions of Article 16, in case the principal of the
        outstanding Securities shall have become due, by declaration or otherwise,
        and
        be unpaid to the payment of the whole amount then owing and unpaid upon the
        Securities for principal and Interest, with Interest on the overdue principal
        and (to the extent that such Interest has been collected by the Trustee)
        upon
        overdue installments of Interest at the rate set forth on the Securities
        for
        overdue payments of principal and Interest, and in case such monies shall
        be
        insufficient to pay in full the whole amounts so due and unpaid upon the
        Securities, then to the payment of such principal and Interest without
        preference or priority of principal over Interest, or of Interest over principal
        or of any installment of Interest over any other installment of Interest,
        or of
        any Security over any other Security, ratably to the aggregate of such principal
        and accrued and unpaid Interest; and

       

      FOURTH:
        Subject to the provisions of Article 16, to the payment of the remainder,
        if any, to the Company or any other Person lawfully entitled
        thereto.

       

      Section
        5.04. PROCEEDINGS BY SECURITYHOLDER. No holder of any Security shall have
        any
        right by virtue of or by reference to any provision of this Indenture to
        institute any suit, action or proceeding in equity or at law upon or under
        or
        with respect to this Indenture, or for the appointment of a receiver, trustee,
        liquidator, custodian or other similar official, or for any other remedy
        hereunder, unless such holder previously shall have given to the Trustee
        written
        notice of an Event of Default and of the continuance thereof, as hereinbefore
        provided, and unless also holders of not less than twenty-five percent (25%)
        in
        aggregate principal amount of the Securities then outstanding shall have
        made
        written request upon the Trustee to institute such action, suit or proceeding
        in
        its own name as Trustee hereunder and shall have offered to the Trustee such
        reasonable security or indemnity as it may require against the costs, expenses
        and liabilities to be incurred therein or thereby, and the Trustee for sixty
        (60) days after its receipt of such notice, request and offer of indemnity,
        shall have neglected or refused to institute any such action, suit or proceeding
        and no direction inconsistent with such written request shall have been given
        to
        the Trustee pursuant to Section 5.07; it being understood and intended, and
        being expressly covenanted by the taker and holder of every Security with
        every
        other taker and Securityholder and the Trustee, that no one or more
        Securityholders shall have any right in any manner whatever by virtue of
        or by
        reference to any provision of this Indenture to affect, disturb or prejudice
        the
        rights of any other Securityholder, or to obtain or seek to obtain
        priority over or preference to any other Securityholder, or to enforce any
        right
        under this Indenture, except in the manner herein provided and for the equal,
        ratable and common benefit of all Securityholders (except as otherwise provided
        herein). For the protection and enforcement of this Section 5.04, each and
        every
        Securityholder and the Trustee shall be entitled to such relief as can be
        given
        either at law or in equity.

       

      Notwithstanding
        any other provision of this Indenture and any provision of any Security,
        the
        right of any holder of any Security to receive payment of the principal of
        (including the redemption price upon redemption pursuant to Article 14),
        and
        accrued and unpaid Interest on such Security, on or after the respective
        due
        dates expressed in such Security or in the event of redemption, or to institute
        suit for the enforcement of any such payment on or after such respective
        dates
        against the Company shall not be impaired or affected without the consent
        of
        such Securityholder.

       

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

       

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

       

      Section
        5.06. REMEDIES CUMULATIVE AND CONTINUING. Except as provided in Section 2.06,
        all powers and remedies given by this Article 5 to the Trustee or to the
        Securityholders shall, to the extent permitted by law, be deemed cumulative
        and
        not exclusive of any thereof or of any other powers and remedies available
        to
        the Trustee or the Securityholders, by judicial proceedings or otherwise,
        to
        enforce the performance or observance of the covenants and agreements contained
        in this Indenture, and no delay or omission of the Trustee or of any holder
        of
        any of the Securities to exercise any right or power accruing upon any default
        or Event of Default occurring and continuing as aforesaid shall impair any
        such
        right or power, or shall be construed to be a waiver of any such default
        or any
        acquiescence therein, and, subject to the provisions of Section 5.04, every
        power and remedy given by this Article 5 or by law to the Trustee or to the
        Securityholders may be exercised from time to time, and as often as shall
        be
        deemed expedient, by the Trustee or by the Securityholders.


       

      Section
        5.07. DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY OF
        SECURITYHOLDERS. The holders of a majority in aggregate principal amount
        of the
        Securities at the time outstanding determined in accordance with Section
        7.04
        shall have the right to direct the time, method and place of conducting any
        proceeding for any remedy available to the Trustee or exercising any trust
        or
        power conferred on the Trustee; PROVIDED that (a) such direction shall not
        be in
        conflict with any rule of law or with this Indenture, (b) the Trustee may
        take
        any other action which is not inconsistent with such direction, (c) the Trustee
        may decline to take any action that would benefit some Securityholders to
        the
        detriment of other Securityholders and (d) the Trustee may decline to take
        any
        action that would involve the Trustee in personal liability. The holders
        of a
        majority in aggregate principal amount of the Securities at the time outstanding
        determined in accordance with Section 7.04 may, on behalf of the holders
        of all
        of the Securities, waive any past default or Event of Default hereunder and
        its
        consequences except (i) a default in the payment of Interest or the principal
        of
        the Securities, (ii) a failure by the Company to convert any Securities into
        Common Stock, (iii) a default in the payment of the redemption price pursuant
        to
        Article 14, (iv) a default in the payment of the repurchase price pursuant
        to
        Article 14 or (v) a default in respect of a covenant or provisions hereof
        which
        under Article 9 cannot be modified or amended without the consent of the
        holders
        of each or all Securities then outstanding or affected thereby. Upon any
        such
        waiver, the Company, the Trustee and the Securityholders shall be restored
        to
        their former positions and rights hereunder; but no such waiver shall extend
        to
        any subsequent or other default or Event of Default or impair any right
        consequent thereon. Whenever any default or Event of Default hereunder shall
        have been waived as permitted by this Section 5.07, said default or Event
        of
        Default shall for all purposes of the Securities and this Indenture be deemed
        to
        have been cured and to be not continuing; but no such waiver shall extend
        to any
        subsequent or other default or Event of Default or impair any right consequent
        thereon.

       

      Section
        5.08. NOTICE OF DEFAULTS. The Trustee shall, within ninety (90) days after
        a
        Responsible Officer of the Trustee has actual knowledge of the occurrence
        of a
        default, mail to all Securityholders, as the names and addresses of such
        Securityholders appear upon the Security Register, notice of all defaults
        actually known to a Responsible Officer, unless such defaults shall have
        been
        cured or waived before the giving of such notice; PROVIDED that except in
        the
        case of default in the payment of the principal of or Interest on any of
        the
        Securities, the Trustee shall be protected in withholding such notice if
        and so
        long as a trust committee of directors and/or Responsible Officers of the
        Trustee in good faith determines that the withholding of such notice is in
        the
        interests of the Securityholders.

       

      Section
        5.09. UNDERTAKING TO PAY COSTS. All parties to this Indenture agree, and
        each
        Securityholder by his acceptance thereof shall be deemed to have agreed,
        that
        any court may, in its discretion, require, in any suit for the enforcement
        of any right or remedy under this Indenture, or in any suit against the Trustee
        for any action taken or omitted by it as Trustee, the filing by any party
        litigant in such suit of an undertaking to pay the costs of such suit and
        that
        such court may in its discretion assess reasonable costs, including

      reasonable
        attorneys' fees and expenses, against any party litigant in such suit, having
        due regard to the merits and good faith of the claims or defenses made by
        such
        party litigant; PROVIDED that the provisions of this Section 5.09 (to the
        extent
        permitted by law) shall not apply to any suit instituted by the Trustee,
        to any
        suit instituted by any Securityholder, or group of Securityholders, holding
        in
        the aggregate more than ten percent in principal amount of the Securities
        at the
        time outstanding determined in accordance with Section 7.04, or to any suit
        instituted by any Securityholder for the enforcement of the payment of the
        principal of or Interest on any Security on or after the due date expressed
        in
        such Security or to any suit for the enforcement of the right to convert
        any
        Security in accordance with the provisions of Article 15.

       

      ARTICLE
        6

      THE
        TRUSTEE

       

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

       

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

       

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

       

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

       

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

       

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

       

      (c)  the
        Trustee shall not be liable with respect to any action taken or omitted to
        be
        taken by it in good faith in accordance with the written direction of the
        holders of not less than 25% in principal amount of the Securities at the
        time
        outstanding determined as provided in Section 7.04 relating to the time,
        method
        and place of conducting any proceeding for any remedy available to the Trustee,
        or exercising any trust or power conferred upon the Trustee, under this
        Indenture;

       

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

       

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

       

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

       

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

       

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


       

      Section
        6.02. RELIANCE ON DOCUMENTS, OPINIONS, ETC. Except as otherwise provided
        in
        Section 6.01:

       

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

       

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

       

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

       

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

       

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

       

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

       

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


       

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

       

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

       

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

       

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

       

         
        (l)       in no event shall the Trustee be
        responsible or liable for any failure
        or delay in the performance of its obligations hereunder arising out of or
        caused by, directly or indirectly, forces beyond its control, including,
        without
        limitation strikes, work stoppages, accidents, acts of war or terrorism,
        civil
        or military disturbances, nuclear or natural catastrophes or acts of God,
        and
        interruptions, loss or malfunctions of utilities, communications or computer
        (software and hardware) services; it being understood that the Trustee shall
        use
        reasonable efforts which are consistent with accepted practices in the banking
        industry to resume performance as soon as practicable under the
        circumstances.

       

      Section
        6.03. NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained herein
        and in
        the Securities (except in the Trustee's certificate of authentication) shall
        be
        taken as the statements of the Company, and the Trustee assumes no
        responsibility for the accuracy or correctness of the same. The Trustee makes
        no
        representations as to the validity or sufficiency of this Indenture or of
        the
        Securities. The Trustee shall not be accountable for the use or application
        by
        the Company of any Securities or the proceeds of any Securities authenticated
        and delivered by the Trustee in conformity with the provisions of this
        Indenture.

       

      Section
        6.04. TRUSTEE, PAYING AGENTS, CONVERSION AGENTS OR REGISTRAR MAY OWN SECURITIES.
        The Trustee, any paying agent, any conversion agent or Security Registrar,
        in
        its individual or any other capacity, may become the owner or pledgee of
        Securities with the same rights it would have if it were not Trustee, paying
        agent, conversion agent or Security Registrar.


       

      Section
        6.05. MONIES TO BE HELD IN TRUST. Subject to the provisions of Section 11.04,
        all monies received by the Trustee shall, until used or applied as herein
        provided, be held in trust for the purposes for which they were received.
        Money
        held by the Trustee in trust hereunder need not be segregated from other
        funds
        except to the extent required by law. The Trustee shall be under no liability
        for interest on any money received by it hereunder except as may be agreed
        in
        writing from time to time by the Company and the Trustee.

       

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

       

      When
        the
        Trustee and its agents and any authenticating agent incur expenses or render
        services after an Event of Default specified in Section 5.01(e) or Section
        5.01(f) with respect to the Company occurs, the expenses and the compensation
        for the services are intended to constitute expenses of administration under
        any
        bankruptcy, insolvency or similar laws.


       

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

       

      Section
        6.08. CONFLICTING INTERESTS OF TRUSTEE. If the Trustee has or shall acquire
        a
        conflicting interest within the meaning of the Trust Indenture Act, the Trustee
        shall (i) eliminate such conflicting interest within 90 days, (ii) apply
        to the
        Commission for permission to continue as trustee hereunder or (iii) resign,
        in
        each case to the extent and in the manner provided by, and subject to the
        provisions of, the Trust Indenture Act and this Indenture.

       

      Section
        6.09. ELIGIBILITY OF TRUSTEE. There shall at all times be a Trustee hereunder
        which shall be a Person that is eligible pursuant to the Trust Indenture
        Act to
        act as such and has a combined capital and surplus of at least $50,000,000(or
        if
        such Person is a member of a bank holding company system, its bank
        holding company shall have a combined capital and surplus of at least
        $50,000,000) . If such Person publishes reports of condition at least annually,
        pursuant to law or to the requirements of any supervising or examining
        authority, then for the purposes of this Section the combined capital and
        surplus of such Person shall be deemed to be its combined capital and surplus
        as
        set forth in its most recent report of condition so published. If at any
        time
        the Trustee shall cease to be eligible in accordance with the provisions
        of this
        Section 6.09, it shall resign immediately in the manner and with the effect
        hereinafter specified in this Article.

       

      Section
        6.10. RESIGNATION OR REMOVAL OF TRUSTEE.

       

      (a)        The
        Trustee may at any time resign by giving written notice of such resignation
        to the Company and to the Securityholders. Upon receiving such notice of
        resignation, the Company shall promptly appoint a successor trustee by written
        instrument, in duplicate, executed by order of the Board of Directors, one
        copy
        of which instrument shall be delivered to the resigning Trustee and one copy
        to
        the successor trustee. If no successor trustee shall have been so appointed
        and
        have accepted appointment sixty (60) days after the mailing of such notice
        of
        resignation to the Securityholders, the resigning Trustee may, upon ten (10)
        Business Days' notice to the Company and the Securityholders, appoint a
        successor identified in such notice or may petition, at the expense of the
        Company, any court of competent jurisdiction for the appointment of a successor
        trustee, or, if any Securityholder who has been a bona fide Securityholder
        for
        at least six (6) months may, subject to the provisions of Section 5.09, on
        behalf of himself
        and all others similarly situated, petition any such court for the appointment
        of a successor trustee. Such court may thereupon, after such notice, if any,
        as
        it may deem proper and prescribe, appoint a successor trustee.

       

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

       

              (i)  the
        Trustee shall fail to comply with Section 6.08 after written request therefor
        by
        the Company or by any Securityholder who has been a bona fide Securityholder
        for
        at least six (6) months; or

       

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

       

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

       

      then,
        in
        any such case, the Company may remove the Trustee and appoint a successor
        trustee by written instrument, in duplicate, executed by order of the Board
        of
        Directors, one copy of which instrument shall be delivered to the Trustee
        so
        removed and one copy to the successor trustee, or, subject to the provisions
        of
        Section 5.09, any Securityholder who has been a bona fide Securityholder
        for at
        least six (6) months may, on behalf of himself and all others similarly
        situated, petition any court of competent jurisdiction for the removal of
        the
        Trustee and the appointment of a successor trustee; PROVIDED that if no
        successor Trustee shall have been appointed and have accepted appointment
        sixty
        (60) days after either the Company or the Securityholders has removed the
        Trustee, or the Trustee resigns, the Trustee so removed may petition, at
        the
        expense of the Company, any court of competent jurisdiction for an appointment
        of a successor trustee. Such court may thereupon, after such notice, if any,
        as
        it may deem proper and prescribe, remove the Trustee and appoint a successor
        trustee.

       

      (c)       The
        holders of a majority in aggregate principal amount of the Securities
        at the time outstanding may at any time remove the Trustee and nominate a
        successor trustee which shall be deemed appointed as successor trustee unless,
        within ten (10) days after notice to the Company of such nomination, the
        Company
        objects thereto, in which case the Trustee so removed or any Securityholder,
        or
        if such Trustee so removed or any Securityholder fails to act, the Company,
        upon
        the terms and conditions and otherwise as in Section 6.10(a) provided, may
        petition any court of competent jurisdiction for an appointment of a successor
        trustee.


       

      (d)  Any
        resignation or removal of the Trustee and appointment of a successor trustee
        pursuant to any of the provisions of this Section 6.10 shall become effective
        upon acceptance of appointment by the successor trustee as provided in Section
        6.11.

       

      (e)  Notwithstanding
        the replacement of the Trustee pursuant to this Section, the Company's
        obligations under Section 6.06 shall continue for the benefit of the retiring
        Trustee.

       

      Section
        6.11. ACCEPTANCE BY SUCCESSOR TRUSTEE. Any successor trustee appointed as
        provided in Section 6.10 shall execute, acknowledge and deliver to the Company
        and to its predecessor trustee an instrument accepting such appointment
        hereunder, and thereupon the resignation or removal of the predecessor trustee
        shall become effective and such successor trustee, without any further act,
        deed
        or conveyance, shall become vested with all the rights, powers, duties and
        obligations of its predecessor hereunder, with like effect as if originally
        named as trustee herein; but, nevertheless, on the written request of the
        Company or of the successor trustee, the trustee ceasing to act shall, upon
        payment of any amount then due it pursuant to the provisions of Section 6.06,
        execute and deliver an instrument transferring to such successor trustee
        all the
        rights and powers of the trustee so ceasing to act. Upon request of any such
        successor trustee, the Company shall execute any and all instruments in writing
        for more fully and certainly vesting in and confirming to such successor
        trustee
        all such rights and powers. Any trustee ceasing to act shall, nevertheless,
        retain a lien upon all property and funds held or collected by such trustee
        as
        such, except for funds held in trust for the benefit of holders of particular
        Securities, to secure any amounts then due it pursuant to the provisions
        of
        Section 6.06.

       

      No
        successor trustee shall accept appointment as provided in this Section 6.11
        unless, at the time of such acceptance, such successor trustee shall be
        qualified under the provisions of Section 6.08 and be eligible under the
        provisions of Section 6.09.

       

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

       

      Section
        6.12. SUCCESSION BY MERGER. Any corporation into which the Trustee may be
        merged
        or converted or with which it may be consolidated, or any corporation resulting
        from any merger, conversion or consolidation to which the Trustee shall be
        a
        party, or any corporation succeeding to all or substantially all of the
        corporate trust business of the Trustee (including any trust created by this
        Indenture), shall be the successor to the Trustee hereunder without the
        execution or filing of any paper or any further act on the part of any of
        the
        parties hereto, PROVIDED that in the case of any corporation succeeding to
        all
        or substantially all of the corporate trust business of the Trustee, such
        corporation shall be qualified under the provisions of Section 6.08 and eligible
        under the provisions of Section 6.09.

       

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

       

      Section
        6.13. PREFERENTIAL COLLECTION OF CLAIMS. If and when the Trustee shall be
        or
        become a creditor of the Company (or any other obligor upon the Securities),
        the
        Trustee shall be subject to the provisions of the Trust Indenture Act regarding
        the collection of the claims against the Company (or any such other
        obligor).

       

      Section
        6.14. TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY. Any application
        by the Trustee for written instructions from the Company (other than with
        regard
        to any action proposed to be taken or omitted to be taken by the Trustee
        that
        affects the rights of the Securityholders or holders of Senior Indebtedness
        under this Indenture) may, at the option of the Trustee, set forth in writing
        any action proposed to be taken or omitted by the Trustee under this Indenture
        and the date on and/or after which such action shall be taken or such omission
        shall be effective. The Trustee shall not be liable for any action taken
        by, or
        omission of, the Trustee in accordance with a proposal included in such
        application on or after the date specified in such application (which date
        shall
        not be less than three (3) Business Days after the date any officer of the
        Company actually receives such application, unless any such officer shall
        have
        consented in writing to any earlier date) unless prior to taking any such
        action
        (or the effective date in the case of an omission), the Trustee shall have
        received written instructions in response to such application specifying
        the
        action to be taken or omitted.


       

      ARTICLE
        7

      THE
        SECURITYHOLDERS

       

      Section
        7.01. ACTION BY SECURITYHOLDERS. Whenever in this Indenture it is provided
        that
        the holders of a specified percentage in aggregate principal amount of the
        Securities may take any action (including the making of any demand or request,
        the giving of any notice, consent or waiver or the taking of any other action),
        the fact that at the time of taking any such action, the holders of such
        specified percentage have joined therein may be evidenced (a) by any instrument
        or any number of instruments of similar tenor executed by Securityholders
        in
        person or by agent or proxy appointed in writing, or (b) by the record of
        the
        Securityholders voting in favor thereof at any meeting of Securityholders
        duly
        called and held in accordance with the provisions of Article 8, or (c) by
        a
        combination of such instrument or instruments and any such record of such
        a
        meeting of Securityholders. Whenever the Company or the Trustee solicits
        the
        taking of any action by the Securityholders, the Company or the Trustee may
        fix
        in advance of such solicitation, a date as the record date for determining
        Securityholders entitled to take such action. The record date shall be not
        more
        than fifteen (15) days prior to the date of commencement of solicitation
        of such
        action.

       

      Section
        7.02. PROOF OF EXECUTION BY SECURITYHOLDERS. Subject to the provisions of
        Sections 6.01, 6.02 and 8.05, proof of the execution of any instrument by
        a
        Securityholder or its agent or proxy shall be sufficient if made in accordance
        with such reasonable rules and regulations as may be prescribed by the Trustee
        or in such manner as shall be satisfactory to the Trustee. The holding of
        Securities shall be proved by the registry of such Securities or by a
        certificate of the Security Registrar.

       

      The
        record of any Securityholders' meeting shall be proved in the manner provided
        in
        Section 8.06.

       

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

       

      Section
        7.04. COMPANY-OWNED SECURITIES DISREGARDED. In determining whether the holders
        of the requisite aggregate principal amount of Securities have concurred
        in any
        direction, consent, waiver or other action under this Indenture, Securities
        which are owned by the Company or any other obligor on the Securities or
        any
        Affiliate of the Company or any other obligor on the Securities shall be
        disregarded and deemed not to be outstanding for the purpose of any such
        determination; PROVIDED that for the purposes of determining whether the
        Trustee
        shall be protected in relying on any such direction, consent, waiver or other
        action, only Securities which a Responsible Officer actually knows are so
        owned
        shall be so disregarded. Securities so owned which have been pledged in good
        faith may be regarded as outstanding for the purposes of this Section 7.04
        if
        the pledgee shall establish to the satisfaction of the Trustee the pledgee's
        right to vote such Securities and that the pledgee is not the Company, any
        other
        obligor on the Securities or any Affiliate of the Company or any such other
        obligor. In the case of a dispute as to such right, any decision by the Trustee
        taken upon the advice of counsel shall be full protection to the Trustee.
        Upon
        request of the Trustee, the Company shall furnish to the Trustee promptly
        an
        Officers' Certificate listing and identifying all Securities, if any, known
        by
        the Company to be owned or held by or for the account of any of the above
        described Persons, and, subject to Section 6.01, the Trustee shall be entitled
        to accept such Officers' Certificate as conclusive evidence of the facts
        therein
        set forth and of the fact that all Securities not listed therein are outstanding
        for the purpose of any such determination.

       

      Section
        7.05. REVOCATION OF CONSENTS, FUTURE SECURITYHOLDERS BOUND. At any time prior
        to
        (but not after) the evidencing to the Trustee, as provided in Section 7.01,
        of
        the taking of any action by the holders of the percentage in aggregate principal
        amount of the Securities specified in this Indenture in connection with such
        action, any holder of a Security which is shown by the evidence to be included
        in the Securities the holders of which have consented to such action may,
        by
        filing written notice with the Trustee at its Corporate Trust Office and
        upon
        proof of holding as provided in Section 7.02, revoke such action so far as
        concerns such Security. Except as aforesaid, any such action taken by the
        holder
        of any Security shall be conclusive and binding upon such Securityholder
        and
        upon all future Securityholders and owners of such Security and of any
        Securities issued in exchange or substitution therefor, irrespective of whether
        any notation in regard thereto is made upon such Security or any Security
        issued
        in exchange or substitution therefor.


       

      ARTICLE
        8

      MEETINGS
        OF SECURITYHOLDERS

       

      Section
        8.01. PURPOSE OF MEETINGS. A meeting of Securityholders may be called at
        any
        time and from time to time pursuant to the provisions of this Article 8 for
        any
        of the following purposes:

       

              (1)  to
        give
        any notice to the Company or to the Trustee or to give any directions to
        the
        Trustee permitted under this Indenture, or to consent to the waiving of any
        default or Event of Default hereunder and its consequences, or to take any
        other
        action authorized to be taken by Securityholders pursuant to any of the
        provisions of Article 5;

       

              (2)  to
        remove
        the Trustee and nominate a successor trustee pursuant to the provisions of
        Article 6;

       

              (3)  to
        consent to the execution of an indenture or indentures supplemental hereto
        pursuant to the provisions of Section 9.02; or

       

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

       

      Section
        8.02. CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time call a meeting
        of
        Securityholders to take any action specified in Section 8.01, to be held
        at such
        time and at such place as the Trustee shall determine. Notice of every meeting
        of the Securityholders, setting forth the time and the place of such meeting
        and
        in general terms the action proposed to be taken at such meeting and the
        establishment of any record date pursuant to Section 7.01, shall be mailed
        to
        Securityholders at their addresses as they shall appear on the Security
        Register. Such notice shall also be mailed to the Company. Such notices shall
        be
        mailed not less than twenty (20) nor more than ninety (90) days prior to
        the
        date fixed for the meeting.

       

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

       

      Section
        8.03. CALL OF MEETINGS BY COMPANY OR SECURITYHOLDERS. In case at any time
        the
        Company, pursuant to a resolution of its Board of Directors, or the holders
        of
        at least ten percent (10%) in aggregate principal amount of the Securities
        then
        outstanding, shall have requested the Trustee to call a meeting of Securityholders,
        by written request setting forth in reasonable detail the action proposed
        to be
        taken at the meeting, and the Trustee shall not have mailed the notice of
        such
        meeting within twenty (20) days after receipt of such request, then the Company
        or such Securityholders may determine the time and the place for such meeting
        and may call such meeting to take any action authorized in Section 8.01,
        by
        mailing notice thereof as provided in Section 8.02.

       

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

       

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

       

      The
        Trustee shall, by an instrument in writing, appoint a temporary chairman
        of the
        meeting, unless the meeting shall have been called by the Company or by
        Securityholders as provided in Section 8.03, in which case the Company or
        the
        Securityholders calling the meeting, as the case may be, shall in like manner
        appoint a temporary chairman. A permanent chairman and a permanent secretary
        of
        the meeting shall be elected by vote of the holders of a majority in principal
        amount of the Securities represented at the meeting and entitled to vote
        at the
        meeting.

       

      Subject
        to the provisions of Section 7.04, at any meeting each Securityholder or
        proxyholder shall be entitled to one vote for each $1,000 principal amount
        of
        Securities held or represented by him; PROVIDED that no vote shall be cast
        or
        counted at any meeting in respect of any Security challenged as not outstanding
        and ruled by the chairman of the meeting to be not outstanding. The chairman
        of
        the meeting shall have no right to vote other than by virtue of Securities
        held
        by him or instruments in writing as aforesaid duly designating him as the
        proxy
        to vote on behalf of other Securityholders. Any meeting of Securityholders
        duly
        called pursuant to the provisions of Section 8.02 or 8.03 may be adjourned
        from
        time to time by the holders of a majority of the aggregate principal amount
        of
        Securities represented at the meeting, whether or not constituting
        a quorum, and the meeting may be held as so adjourned without further
        notice.

       

      Section
        8.06. VOTING. The vote upon any resolution submitted to any meeting of
        Securityholders shall be by written ballot on which shall be subscribed the
        signatures of the Securityholders or of their representatives by proxy and
        the
        outstanding principal amount of the Securities held or represented by them.
        The
        permanent chairman of the meeting shall appoint two inspectors of votes who
        shall count all votes cast at the meeting for or against any resolution and
        who
        shall make and file with the secretary of the meeting their verified written
        reports in duplicate of all votes cast at the meeting. A record in duplicate
        of
        the proceedings of each meeting of Securityholders shall be prepared by the
        secretary of the meeting and there shall be attached to said record the original
        reports of the inspectors of votes on any vote by ballot taken thereat and
        affidavits by one or more persons having knowledge of the facts setting forth
        a
        copy of the notice of the meeting and showing that said notice was mailed
        as
        provided in Section 8.02. The record shall show the principal amount of the
        Securities voting in favor of or against any resolution. The record shall
        be
        signed and verified by the affidavits of the permanent chairman and secretary
        of
        the meeting and one of the duplicates shall be delivered to the Company and
        the
        other to the Trustee to be preserved by the Trustee, the latter to have attached
        thereto the ballots voted at the meeting.

       

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

       

      Section
        8.07. NO DELAY OF RIGHTS BY MEETING. Nothing contained in this Article 8
        shall
        be deemed or construed to authorize or permit, by reason of any call of a
        meeting of Securityholders or any rights expressly or impliedly conferred
        hereunder to make such call, any hindrance or delay in the exercise of any
        right
        or rights conferred upon or reserved to the Trustee or to the Securityholders
        under any of the provisions of this Indenture or of the Securities.

       

      ARTICLE
        9

      SUPPLEMENTAL
        INDENTURES

       

      Section
        9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS. The Company,
        when authorized by the resolutions of the Board of Directors, and the Trustee
        may, from time to time, and at any time enter into an indenture or indentures
        supplemental hereto for one or more of the following purposes:

       

      (a)       make
        provision with respect to the conversion rights of the Securityholders
        pursuant to the requirements of Section 15.06 and the repurchase obligations
        of
        the Company pursuant to the requirements of Section 14.05(e);


       

          (b)  subject
        to Article 16, to convey, transfer, assign, mortgage or pledge to the Trustee
        as
        security for the Securities, any property or assets;

       

          (c)  to
        evidence the succession of another Person to the Company, or successive
        successions, and the assumption by the successor Person of the covenants,
        agreements and obligations of the Company pursuant to Article 10;

       

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

       

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

       

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

       

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

       

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

       

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

       

      Any
        supplemental indenture authorized by the provisions of this Section 9.01
        may be
        executed by the Company and the Trustee without the consent of the holders
        of
        any of the Securities at the time outstanding, notwithstanding any of the
        provisions of Section 9.02.

       

      Notwithstanding
        any other provision of the Indenture or the Securities, the Registration
        Rights
        Agreement and the obligation to pay Additional Interest thereunder may only
        be
        amended, modified or waived in accordance with the provisions of the
        Registration Rights Agreement.

       

      Section
        9.02. SUPPLEMENTAL INDENTURE WITH CONSENT OF SECURITYHOLDERS. With the consent
        (evidenced as provided in Article 7) of the holders of at least a majority
        in
        aggregate principal amount of the Securities at the time outstanding, the
        Company, when authorized by the resolutions of the Board of Directors, and
        the
        Trustee may, from time to time and at any time, enter into an indenture or
        indentures supplemental hereto for the purpose of adding any provisions to
        or
        changing in any manner or eliminating any of the provisions of this Indenture
        or
        any supplemental indenture or of modifying in any manner the rights of the
        Securityholders; PROVIDED that no such supplemental indenture shall (i) extend
        the fixed maturity of any Security, or reduce the rate or extend the time
        of
        payment of Interest thereon, or reduce the principal amount thereof or reduce
        any amount payable on redemption or repurchase thereof, or change the obligation
        of the Company to redeem any Security on a redemption date in a manner adverse
        to the Securityholders, or change the obligation of the Company to repurchase
        any Security at the option of a Securityholder on a Repurchase Date in a
        manner
        adverse to the Securityholders, or change the obligation of the Company to
        repurchase any Security upon the happening of a Designated Event in a manner
        adverse to the Securityholders, or impair the right of any Securityholder
        to
        institute suit for the payment thereof, or make the principal thereof or
        Interest payable in any coin or currency other than that provided in the
        Securities, or impair the right to convert the Securities into Common Stock
        or
        reduce the number of shares of Common Stock or any other property receivable
        by
        a Securityholder upon conversion subject to the terms set forth herein,
        including Section 15.06, or modify the provisions of this Indenture with
        respect
        to the subordination of Securities in a manner adverse to the Securityholders
        in
        any material respect, in each case, without the consent of the holder of
        each
        Security so affected, or modify any of the provisions of this Section 9.02
        or
        Section 5.07, except to increase any such percentage or to provide that certain
        other provisions of this Indenture cannot be modified or waived without the
        consent of the holder of
        each
        Security so affected, or change any obligation of the Company to maintain
        an
        office or agency in the places and for the purposes set forth in Section
        3.02,
        or reduce the quorum or voting requirements set forth in Article 8 or (ii)
        reduce the aforesaid percentage of Securities, the holders of which are required
        to consent to any such supplemental indenture, without the consent of the
        holders of all Securities then outstanding.

       

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

       

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

       

      Section
        9.03. EFFECT OF SUPPLEMENTAL INDENTURE. Any supplemental indenture executed
        pursuant to the provisions of this Article 9 shall comply with the Trust
        Indenture Act, as then in effect, PROVIDED that this Section 9.03 shall not
        require such supplemental indenture or the Trustee to be qualified under
        the
        Trust Indenture Act prior to the time such qualification is in fact required
        under the terms of the Trust Indenture Act or the Indenture has been qualified
        under the Trust Indenture Act, nor shall it constitute any admission or
        acknowledgment by any party to such supplemental indenture that any such
        qualification is required prior to the time such qualification is in fact
        required under the terms of the Trust Indenture Act or the Indenture has
        been
        qualified under the Trust Indenture Act. Upon the execution of any supplemental
        indenture pursuant to the provisions of this Article 9, this Indenture shall
        be
        and be deemed to be modified and amended in accordance therewith and the
        respective rights, limitation of rights, obligations, duties and immunities
        under this Indenture of the Trustee, the Company and the Securityholders
        shall
        thereafter be determined, exercised and enforced hereunder, subject in all
        respects to such modifications and amendments and all the terms and conditions
        of any such supplemental indenture shall be and be deemed to be part of the
        terms and conditions of this Indenture for any and all purposes.

       

      Section
        9.04. NOTATION ON SECURITIES. Securities authenticated and delivered after
        the
        execution of any supplemental indenture pursuant to the provisions of this
        Article 9 may bear a notation in form approved by the Trustee as to any matter
        provided for in such supplemental indenture. If the Company or the
        Trustee shall so determine, new Securities so modified as to conform, in
        the
        opinion of the Trustee and the Board of Directors, to any modification of
        this
        Indenture contained in any such supplemental indenture may, at the Company's
        expense, be prepared and executed by the Company, authenticated by the Trustee
        (or an authenticating agent duly appointed by the Trustee pursuant to Section
        13.11) and delivered in exchange for the Securities then outstanding, upon
        surrender of such Securities then outstanding.

       

      Section
        9.05. EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE FURNISHED TO
        TRUSTEE. Prior to entering into any supplemental indenture, the Trustee shall
        be
        provided with an Officers' Certificate and an Opinion of Counsel as conclusive
        evidence that any supplemental indenture executed pursuant hereto complies
        with
        the requirements of this Article 9 and is otherwise authorized or permitted
        by
        this Indenture.

       

      
        ARTICLE
          10

        CONSOLIDATION,
          MERGER, SALE, CONVEYANCE AND LEASE

      

       

      Section
        10.01. COMPANY MAY CONSOLIDATE ON CERTAIN TERMS. Subject to the provisions
        of
        Section 10.02, the Company shall not consolidate or merge with or into any
        other
        Person or Persons (whether or not affiliated with the Company), nor shall
        the
        Company or its successor or successors be a party or parties to successive
        consolidations or mergers, nor shall the Company sell, convey, transfer or
        lease
        the property and assets of the Company substantially as an entirety, to any
        other Person (whether or not affiliated with the Company), unless: (i) the
        Company is the surviving Person, or the resulting, surviving or transferee
        Person is a corporation organized and existing under the laws of the United
        States of America, any state thereof or the District of Columbia; (ii) upon
        any
        such consolidation, merger, sale, conveyance, transfer or lease, the due
        and
        punctual payment of the principal of and Interest on all of the Securities,
        according to their tenor and the due and punctual performance and observance
        of
        all of the covenants and conditions of this Indenture to be performed by
        the
        Company, shall be expressly assumed, by supplemental indenture satisfactory
        in
        form and substance to the Trustee, executed and delivered to the Trustee
        by the
        Person (if other than the Company and other than a Person who is a successor
        to
        the Company's obligations hereunder and under the Security by operation of
        law)
        formed by such consolidation, or into which the Company shall have been merged,
        or by the Person that shall have acquired or leased such property, and such
        supplemental indenture shall provide for the applicable conversion rights
        set
        forth in Section 15.06; (iii) immediately after giving effect to the transaction
        described above, no Event of Default, and no event which, after notice or
        lapse
        of time or both, would become an Event of Default, shall have happened and
        be
        continuing; and (iv) the Company shall have delivered to the Trustee an Officers
        Certificate
        and an Opinion of Counsel each stating that the transaction complies with
        the
        requirements of this Section 10.01.

       

      Section
        10.02. SUCCESSOR TO BE SUBSTITUTED. In case of any such consolidation, merger,
        sale, conveyance, transfer or lease and upon the assumption by the successor
        Person, by supplemental indenture, executed and delivered to the Trustee
        and
        satisfactory in form to the Trustee, of the due and punctual payment of the
        principal of and Interest on all of the Securities and the due and punctual
        performance of all of the covenants and conditions of this Indenture to be
        performed by the Company, such successor Person shall succeed to and be
        substituted for the Company, with the same effect as if it had been named
        herein
        as the Company. Such successor Person thereupon may cause to be signed, and
        may
        issue either in its own name or in the name of Andrew Corporation any or
        all of
        the Securities, issuable hereunder that theretofore shall not have been signed
        by the Company and delivered to the Trustee; and, upon the order of such
        successor Person instead of the Company and subject to all the terms, conditions
        and limitations in this Indenture prescribed, the Trustee shall authenticate
        and
        shall deliver, or cause to be authenticated and delivered, any Securities
        that
        previously shall have been signed and delivered by the officers of the Company
        to the Trustee for authentication, and any Securities that such successor
        Person
        thereafter shall cause to be signed and delivered to the Trustee for that
        purpose. All the Securities so issued shall in all respects have the same
        legal
        rank and benefit under this Indenture as the Securities theretofore or
        thereafter issued in accordance with the terms of this Indenture as though
        all
        of such Securities had been issued at the date of the execution hereof. In
        the
        event of any such consolidation, merger, sale, conveyance, transfer or lease,
        the Person named as the "COMPANY" in the first paragraph of this Indenture
        or
        any successor that shall thereafter have become such in the manner prescribed
        in
        this Article 10 may be dissolved, wound up and liquidated at any time thereafter
        and such Person shall be released from its liabilities as obligor and maker
        of
        the Securities and from its obligations under this Indenture.

       

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

       

      Section
        10.03. OPINION OF COUNSEL TO BE GIVEN TO TRUSTEE. The Trustee shall receive
        an
        Officers' Certificate and an Opinion of Counsel as conclusive evidence that
        any
        such consolidation, merger, sale, conveyance, transfer or lease and any such
        assumption complies with the provisions of this Article 10.

       

      
        ARTICLE
          11

        SATISFACTION
          AND DISCHARGE OF INDENTURE

      

       

      Section
        11.01. DISCHARGE OF INDENTURE. When (a) the Company shall deliver to the
        Trustee
        for cancellation all Securities theretofore authenticated (other than any
        Securities that have been destroyed, lost or stolen and in lieu of or in
        substitution for which other Securities shall have been authenticated and
        delivered) and not theretofore canceled, or (b) all the Securities not
        theretofore canceled or delivered to the Trustee for cancellation shall have
        become due and payable, or are by their terms to become due and payable within
        one year or are to be called for redemption within one year under arrangements
        satisfactory to the Trustee for the giving of notice of redemption, and the
        Company shall deposit with the Trustee, in trust, $US funds sufficient to
        pay at
        maturity or upon redemption of all of the Securities (other than any Securities
        that shall have been mutilated, destroyed, lost or stolen and in lieu of
        or in
        substitution for which other Securities shall have been authenticated and
        delivered) not theretofore canceled or delivered to the Trustee for
        cancellation, including principal and Interest due or to become due to such
        date
        of maturity or redemption date, as the case may be, accompanied by a
        verification report, as to the sufficiency of the deposited amount, from
        an
        independent certified accountant or other financial professional satisfactory
        to
        the Trustee, and if the Company shall also pay or cause to be paid all other
        sums payable hereunder by the Company, including without limitation sums
        payable
        to the Trustee for its costs and expenses, then this Indenture shall cease
        to be
        of further effect (except as to (i) remaining rights of registration of
        transfer, substitution and exchange and conversion of Securities, (ii) rights
        hereunder of Securityholders to receive payments of principal of and Interest
        on, the Securities and the other rights, duties and obligations of
        Securityholders, as beneficiaries hereof with respect to the amounts, if
        any, so
        deposited with the Trustee and (iii) the rights, obligations and immunities
        of
        the Trustee hereunder), and the Trustee, on written demand of the Company
        accompanied by an Officers' Certificate and an Opinion of Counsel as required
        by
        Section 13.05 and at the cost and expense of the Company, shall execute proper
        instruments acknowledging satisfaction of and discharging this Indenture;
        the
        Company, however, hereby agrees to reimburse the Trustee for any costs or
        expenses thereafter reasonably and properly incurred by the Trustee and to
        compensate the Trustee for any services thereafter reasonably and properly
        rendered by the Trustee in connection with this Indenture or the
        Securities.

       

      Section
        11.02. DEPOSITED MONIES TO BE HELD IN TRUST BY TRUSTEE. Subject to Section
        11.04
        and the subordination provisions in Article 16, all monies deposited with
        the
        Trustee pursuant to Section 11.01, shall be held in trust for the sole benefit
        of the Securityholders, and such monies shall be applied by the Trustee to
        the
        payment, either directly or through any paying agent (including the Company
        if
        acting as its own paying agent), to the holders of the particular Securities
        for
        the payment or redemption of which such monies have been deposited
        with the Trustee, of all sums due and to become due thereon for principal
        and
        interest.

       

      Section
        11.03. PAYING AGENT TO REPAY MONIES HELD. Upon the satisfaction and discharge
        of
        this Indenture, all monies then held by any paying agent of the Securities
        (other than the Trustee) shall, upon written request of the Company, be repaid
        to it or paid to the Trustee, and thereupon such paying agent shall be released
        from all further liability with respect to such monies.

       

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

       

      Section
        11.05. REINSTATEMENT. If the Trustee or the paying agent is unable to apply
        any
        money in accordance with Section 11.02 by reason of any order or judgment
        of any
        court or governmental authority enjoining, restraining or otherwise prohibiting
        such application, the Company's obligations under this Indenture and the
        Securities shall be revived and reinstated as though no deposit had occurred
        pursuant to Section 11.01 until such time as the Trustee or the paying agent
        is
        permitted to apply all such money in accordance with Section 11.02; PROVIDED
        that if the Company makes any payment of Interest on or principal of any
        Security following the reinstatement of its obligations, the Company shall
        be
        subrogated to the rights of the holders of such Securities to receive such
        payment from the money held by the Trustee or paying agent.

       

      
        ARTICLE
          12

        IMMUNITY
          OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

      

       

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

       

      ARTICLE
        13

      GENERAL
        PROVISIONS

       

      Section
        13.01. PROVISIONS BINDING ON COMPANY'S SUCCESSORS. All the covenants,
        stipulations, promises and agreements by the Company contained in this Indenture
        shall bind its successors and assigns whether so expressed or not.

       

      Section
        13.02. OFFICIAL ACTS BY SUCCESSOR CORPORATION. Any act or proceeding by any
        provision of this Indenture authorized or required to be done or performed
        by
        any board, committee or officer of the Company shall and may be done and
        performed with like force and effect by the like board, committee or officer
        of
        any Person that shall at the time be the lawful sole successor of the
        Company.

       

      Section
        13.03. ADDRESSES FOR NOTICES, ETC. Any notice or demand which by any provision
        of this Indenture is required or permitted to be given or served by the Trustee
        or by the Securityholders on the Company shall be deemed to have been
        sufficiently given or made, for all purposes, if given or served by being
        deposited postage prepaid by registered or certified mail in a post office
        letter box or sent by telecopier transmission addressed as follows: to Andrew
        Corporation, 10500 W. 153rd Street, Orland Park, Illinois 60462 USA, Telecopier
        No.: (708)-349-5287, Attention: Treasurer. Any notice, direction, request
        or
        demand hereunder to or upon the Trustee shall be deemed to have been
        sufficiently given or made, for all purposes, if given or served by being
        deposited, postage prepaid, by registered or certified mail in a post office
        letter box or sent by telecopier transmission addressed as follows: BNY Midwest
        Trust Company, 2 N. LaSalle St., Suite 1020, Chicago IL 60602 Attention:
        Corporate Trust Administration, with a copy to The Bank of New York, 101
        Barclay
        Street, New York NY 10286, Attention: Corporate Trust
        Administration.

       

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

       

      Any
        notice or communication mailed to a Securityholder shall be mailed to him
        by
        first class mail, postage prepaid, at his address as it appears on the Security
        Register and shall be sufficiently given to him 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 the addressee receives it.

       

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

       

      Section
        13.05. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT, CERTIFICATES TO
        TRUSTEE. Upon any application or demand by the Company to the Trustee to
        take
        any action under any of the provisions of this Indenture, the Company shall
        furnish to the Trustee an Officers' Certificate stating that all conditions
        precedent, if any, provided for in this Indenture relating to the proposed
        action have been complied with, and an Opinion of Counsel stating that, in
        the
        opinion of such counsel, all such conditions precedent have been complied
        with.

       

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

       

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

       

      Section
        13.07. TRUST INDENTURE ACT. This Indenture is hereby made subject to, and
        shall
        be governed by, the provisions of the Trust Indenture Act required to be
        part of
        and to govern indentures qualified under the Trust Indenture Act; PROVIDED
        that
        unless otherwise required by law, notwithstanding the foregoing, this Indenture
        and the Securities issued hereunder shall not be subject to the provisions
        of
        subsections (a) (1), (a) (2), and (a) (3) of Section 314 of the Trust
        Indenture Act as now in effect or as hereafter amended or modified; PROVIDED
        FURTHER that this Section 13.07 shall not require this Indenture or the Trustee
        to be qualified under the Trust Indenture Act prior to the time such
        qualification is in fact required under the terms of the Trust Indenture
        Act,
        nor shall it constitute any admission or acknowledgment by any party to the
        Indenture that any such qualification is required prior to the time such
        qualification is in fact required under the terms of the Trust Indenture
        Act. If
        any provision hereof limits, qualifies or conflicts with another provision
        hereof which is required to be included in an indenture qualified under the
        Trust Indenture Act, such required provision shall control.

       

      Section
        13.08. NO SECURITY INTEREST CREATED. Nothing in this Indenture or in the
        Securities, expressed or implied, shall be construed to constitute a security
        interest under the Uniform Commercial Code or similar legislation, as now
        or
        hereafter enacted and in effect, in any jurisdiction in which property of
        the
        Company or its subsidiaries is located.

       

      Section
        13.09. BENEFITS OF INDENTURE. Nothing in this Indenture or in the Securities,
        express or implied, shall give to any Person, other than the parties hereto,
        any
        paying agent, any authenticating agent, any Security Registrar and their
        successors hereunder and the Securityholders any benefit or any legal or
        equitable right, remedy or claim under this Indenture.

       

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

       

      Section
        13.11. AUTHENTICATING AGENT. The Trustee may appoint an authenticating agent
        that shall be authorized to act on its behalf, and subject to its direction,
        in
        the authentication and delivery of Securities in connection with the original
        issuance thereof and transfers and exchanges of Securities hereunder, including
        under Sections 2.04, 2.05, 2.06, 2.07, 14.03 and 14.05, as fully to all intents
        and purposes as though the authenticating agent had been expressly authorized
        by
        this Indenture and those Sections to authenticate and deliver Securities.
        For
        all purposes of this Indenture, the authentication and delivery of Securities
        by
        the authenticating agent shall be deemed to be authentication and delivery
        of
        such Securities "by the Trustee" and a certificate of authentication executed
        on
        behalf of the Trustee by an authenticating agent shall be deemed to satisfy
        any
        requirement hereunder or in the Securities for the Trustee's certificate
        of
        authentication. Such authenticating agent shall at all times be a Person
        eligible to serve as trustee hereunder pursuant to Section 6.09.

       

      Any
        corporation into which any authenticating agent may be merged or converted
        or
        with which it may be consolidated, or any corporation resulting from
any
        merger, consolidation or conversion to which any authenticating agent shall
        be a
        party, or any corporation succeeding to the corporate trust business of any
        authenticating agent, shall be the successor of the authenticating agent
        hereunder, if such successor corporation is otherwise eligible under this
        Section 13.11, without the execution or filing of any paper or any further
        act
        on the part of the parties hereto or the authenticating agent or such successor
        corporation.

       

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

       

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

       

      The
        provisions of Sections 6.02, 6.03, 6.04 and 7.03 and this Section 13.11 shall
        be
        applicable to any authenticating agent.

       

      Section
        13.12. EXECUTION IN COUNTERPARTS. This Indenture may be executed in any number
        of counterparts, each of which shall be an original, but such counterparts
        shall
        together constitute but one and the same instrument.

       

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

       

      
        ARTICLE
          14

        REDEMPTION
          AND REPURCHASE OF SECURITIES

      

       

      Section
        14.01. REDEMPTION OF SECURITIES. The Company may not redeem any Securities
        prior
        to August 20, 2008. At any time on or after August 20, 2008 and prior to
        maturity, the Securities may be redeemed at the option of the Company, in
        whole
        or in part, upon notice as set forth in Section 14.02, at a redemption
        price equal to 100% of the principal amount of the Securities being redeemed,
        together with accrued and unpaid Interest, if any, to, but excluding, the
        date
        fixed for redemption; PROVIDED that if the redemption date falls after a
        record
        date and on or prior to the corresponding interest payment date, then the
        Interest payable on such interest payment date shall be paid to the holders
        of
        record of such Securities on the applicable record date instead of the holders
        surrendering such Securities for redemption on such date.

       

      Section
        14.02. NOTICE OF OPTIONAL REDEMPTION; SELECTION OF SECURITIES. In case the
        Company shall desire to exercise the right to redeem all or, as the case
        may be,
        any part of the Securities pursuant to Section 14.01, it shall fix a date
        for
        redemption and it or, at its written request received by the Trustee not
        fewer
        than forty-five (45) days prior (or such shorter period of time as may be
        acceptable to the Trustee) to the date fixed for redemption, the Trustee
        in the
        name of and at the expense of the Company, shall mail or cause to be mailed
        a
        notice of such redemption not fewer than thirty (30) nor more than sixty
        (60)
        days prior to the redemption date to each Securityholder to be redeemed as
        a
        whole or in part at its last address as the same appears on the Security
        Register; PROVIDED that if the Company shall give such notice, it shall also
        give written notice of the redemption date to the Trustee. Such mailing shall
        be
        by first class mail. The notice, if mailed in the manner herein provided,
        shall
        be conclusively presumed to have been duly given, whether or not the
        Securityholder receives such notice. In any case, failure to give such notice
        by
        mail or any defect in the notice to the holder of any Security designated
        for
        redemption as a whole or in part shall not affect the validity of the
        proceedings for the redemption of any other Security. Concurrently with the
        mailing of any such notice of redemption, the Company shall issue a press
        release announcing such redemption, the form and content of which press release
        shall be determined by the Company in its sole discretion. The failure to
        issue
        any such press release or any defect therein shall not affect the validity
        of
        the redemption notice or any of the proceedings for the redemption of any
        Security called for redemption.

       

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

       

      Prior
        to
        10:00 a.m. (New York City time) on the redemption date specified in the notice
        of redemption given as provided in this Section 14.02, the Company will deposit
        with the Trustee or with one or more paying agents (or, if the Company is
        acting
        as its own paying agent, set aside, segregate and hold in trust as provided
        in
        Section 3.04) an amount of money in immediately available funds sufficient
        to
        redeem all the Securities (or portions thereof) so called for redemption
        (other
        than those theretofore surrendered for conversion into Common Stock) at the
        appropriate redemption price, together with accrued and unpaid Interest to,
        but
        excluding, the redemption date. The Company shall be entitled to retain any
        interest, yield or gain on amounts deposited with the Trustee or any paying
        agent pursuant to this Section 14.02 in excess of amounts required hereunder
        to
        pay the redemption price and accrued and unpaid Interest to, but excluding,
        the
        redemption date. If any Security called for redemption is converted pursuant
        hereto prior to such redemption date, any money deposited with the Trustee
        or
        any paying agent or so segregated and held in trust for the redemption of
        such
        Security shall be paid to the Company upon its written request, or, if then
        held
        by the Company, shall be discharged from such trust. Whenever any Securities
        are
        to be redeemed, the Company will give the Trustee written notice in the form
        of
        an Officers' Certificate not fewer than forty-five (45) days (or such shorter
        period of time as may be acceptable to the Trustee) prior to the redemption
        date
        as to the aggregate principal amount of Securities to be redeemed.

       

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

       

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

       

      Section
        14.03. PAYMENT OF SECURITIES CALLED FOR REDEMPTION BY THE COMPANY. If notice
        of
        redemption has been given as provided in Section 14.02, the Securities or
        portion of Securities with respect to which such notice has been given shall,
        unless converted into Common Stock pursuant to the terms hereof, become due
        and
        payable on the date fixed for redemption and at the place or places stated
        in
        such notice at the applicable redemption price, together with Interest accrued
        and unpaid to (but excluding) the redemption date, and on and after said
        date
        (unless the Company shall default in the payment of such Securities at the
        redemption price, together with Interest accrued and unpaid to said date)
        Interest on the Securities or portion of Securities so called for redemption
        shall cease to accrue and, after the close of business on the Business Day
        immediately preceding the redemption date (unless the Company shall default
        in
        the payment of such Securities at the redemption price, together with Interest
        accrued and unpaid to said date) such Securities shall cease to be convertible
        into Common Stock and, except as provided in Section 6.05 and Section 11.04,
        to
        be entitled to any benefit or security under this Indenture, and the
        Securityholders thereof shall have no right in respect of such Securities
        except
        the right to receive the redemption price thereof and unpaid Interest to
        (but
        excluding) the redemption date. On presentation and surrender of such Securities
        at a place of payment in said notice specified, the said Securities or the
        specified portions thereof shall be paid and redeemed by the Company at the
        applicable redemption price, together with Interest accrued and unpaid thereon
        to, but excluding, the redemption date; PROVIDED that if the redemption date
        falls after a record date and on or prior to the corresponding interest payment
        date, then the Interest payable on such interest payment date shall be paid
        to
        the holders of record of such Securities on the applicable record date instead
        of the holders surrendering such Securities for redemption on such
        date.

       

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

       

      Notwithstanding
        the foregoing, the Trustee shall not redeem any Securities or mail any notice
        of
        redemption during the continuance of a default in payment of Interest on
        the
        Securities, of which the Trustee has knowledge or has received notice as
        provided in this Indenture. If any Security called for redemption shall not
        be
        so paid upon surrender thereof for redemption, the principal shall, until
        paid
        or duly provided for, bear interest from the redemption date at a rate equal
        to
        rate set forth in the Security for overdue payments of principal and such
        Security shall
        remain convertible into Common Stock until the principal and Interest shall
        have
        been paid or duly provided for.

       

      Section
        14.04. CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION. In connection with
        any
        redemption of Securities, the Company may arrange for the purchase and
        conversion of any Securities by an agreement with one or more investment
        banks
        or other purchasers to purchase such Securities by paying to the Trustee
        in
        trust for the Securityholders, on or before the date fixed for redemption,
        an
        amount not less than the applicable redemption price, together with Interest
        accrued to, but excluding, the date fixed for redemption, of such Securities.
        Notwithstanding anything to the contrary contained in this Article 14, the
        obligation of the Company to pay the redemption price of such Securities,
        together with Interest accrued to, but excluding, the date fixed for redemption,
        shall be deemed to be satisfied and discharged to the extent such amount
        is so
        paid by such purchasers. If such an agreement is entered into, a copy of
        which
        will be filed with the Trustee prior to the date fixed for redemption, any
        Securities not duly surrendered for conversion by the holders thereof may,
        at
        the option of the Company, be deemed, to the fullest extent permitted by
        law,
        acquired by such purchasers from such Securityholders and (notwithstanding
        anything to the contrary contained in Article 15) surrendered by such purchasers
        for conversion, all as of immediately prior to the close of business on the
        date
        fixed for redemption (and the right to convert any such Securities shall
        be
        extended through such time), subject to payment of the above amount as
        aforesaid. At the direction of the Company, the Trustee shall hold and dispose
        of any such amount paid to it in the same manner as it would monies deposited
        with it by the Company for the redemption of Securities. Without the Trustee's
        prior written consent, no arrangement between the Company and such purchasers
        for the purchase and conversion of any Securities shall increase or otherwise
        affect any of the powers, duties, responsibilities or obligations of the
        Trustee
        as set forth in this Indenture.

       

      Section
        14.05. REPURCHASE AT OPTION OF SECURITYHOLDERS UPON A DESIGNATED EVENT. (a)
        If
        there shall occur a Designated Event at any time prior to maturity of the
        Securities, then each Securityholder shall have the right, at such
        Securityholder's option, to require the Company to repurchase all of such
        Securityholder's Securities, or any portion thereof that is a multiple of
        $1,000
        principal amount, as of the date (the "DESIGNATED EVENT REPURCHASE DATE")
        specified by the Company that is not less than twenty (20) Business Days
        and not
        more than thirty-five (35) Business Days after the date of the Designated
        Event
        Notice (as defined in Section 14.05(b)) with respect to such Designated Event
        at
        a repurchase price equal to 100% of the principal amount thereof, together
        with
        accrued and unpaid Interest to, but excluding, the Designated Event Repurchase
        Date; PROVIDED that if such Designated Event Repurchase Date falls after
        a
        record date and on or prior to the corresponding interest payment date, then
        the
        interest payable on such interest payment date shall be paid to the holders
        of
        record of the Securities on the applicable record date instead of the holders
        surrendering the Securities
        for repurchase on such date. Repurchases of Securities under this Section
        14.05
        shall be made, at the option of the holder thereof, upon:

       

              (i)  delivery
        to the Trustee (or other paying agent appointed by the Company) by a
        Securityholder of a duly completed notice (the "DESIGNATED EVENT REPURCHASE
        NOTICE") in the form set forth on the reverse of the Security prior to the
        close
        of business on the Designated Event Repurchase Date; and

       

              (ii)  delivery
        or book-entry transfer of the Securities to the Trustee (or other paying
        agent
        appointed by the Company) at any time after delivery of the Designated Event
        Repurchase Notice (together with all necessary endorsements) at the Corporate
        Trust Office of the Trustee (or other paying agent appointed by the Company)
        in
        the Borough of Manhattan as provided in Section 3.02, such delivery being
        a
        condition to receipt by the Securityholder of the repurchase price therefor;
        PROVIDED that such repurchase price shall be so paid pursuant to this Section
        14.05 only if the Security so delivered to the Trustee (or other paying agent
        appointed by the Company)shall conform in all respects to the description
        thereof in the
        related Designated Event Repurchase Notice.

       

      The
        Company shall purchase from the Securityholder, pursuant to this Section
        14.05,
        a portion of a Security, if the principal amount of such portion is $1,000
        or a
        whole multiple of $1,000. Provisions of this Indenture that apply to the
        purchase of all of a 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
        14.05 shall be consummated by the delivery of the consideration to be received
        by the holder promptly following the later of the Designated Event Repurchase
        Date and the time of the book entry transfer or delivery of the
        Security.

       

      Notwithstanding
        anything herein to the contrary, any Securityholder delivering to the Trustee
        (or other paying agent appointed by the Company) the Designated Event Repurchase
        Notice contemplated by this Section 14.05 shall have the right to withdraw
        such
        Designated Event Repurchase Notice at any time prior to the close of business
        on
        the Designated Event Repurchase Date by delivery of a written notice of
        withdrawal to the Trustee (or other paying agent appointed by the Company)
        in
        accordance with Section 14.05(c) below.

       

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

       

      (b)  On
        or
        before the fifteenth day after the occurrence of a Designated Event, the
        Company
        or at its written request (which must be received by the Trustee at least
        five
        (5) Business Days prior to the date the Trustee is requested to give notice
        as
        described below, unless the Trustee shall agree in writing to a shorter period),
        the Trustee, in the name of and at the expense of the Company, shall mail
        or
        cause to be mailed to all holders of record on the date of the Designated
        Event
        a notice (the "DESIGNATED EVENT NOTICE") of the occurrence of such Designated
        Event and of the repurchase right at the option of the Securityholders arising
        as a result thereof. Such mailing shall be by first class mail. 
If
        the
        Company shall give such notice, the Company shall also deliver
        a
        copy of the Designated Event Company Notice to the Trustee at such time as
        it is
        mailed to Securityholders. Concurrently with the mailing of any Designated
        Event
        Notice, the Company shall issue a press release announcing such Designated
        Event
        referred to in the Designated Event Notice, the form and content of which
        press
        release shall be determined by the Company in its sole discretion. The failure
        to issue any such press release or any defect therein shall not affect the
        validity of the Designated Event Notice or any proceedings for the repurchase
        of
        any Security which any Securityholder may elect to have the Company repurchase
        as provided in this Section 14.05.

       

      Each
        Designated Event Notice shall specify the circumstances constituting the
        Designated Event, the Designated Event Repurchase Date, the price at which
        the
        Company shall be obligated to repurchase Securities, that the Securityholder
        must exercise the repurchase right on or prior to the close of business on
        the
        Designated Event Repurchase Date (the "DESIGNATED EVENT EXPIRATION TIME"),
        that
        the Securityholder shall have the right to withdraw any Securities surrendered
        prior to the Designated Event Expiration Time, a description of the procedure
        which a Securityholder must follow to exercise such repurchase right and
        to
        withdraw any surrendered Securities, the place or places where the
        Securityholder is to surrender such Securityholder's Securities, the amount
        of
        Interest accrued and unpaid on each Security to the Designated Event Repurchase
        Date and the CUSIP number or numbers of the Securities (if then generally
        in
        use) and include a form of Designated Event Repurchase Notice.

       

      No
        failure of the Company to give the foregoing notices and no defect therein
        shall
        limit the Securityholders' repurchase rights or affect the validity of the
        proceedings for the repurchase of the Securities pursuant to this Section
        14.05.

       

      (c)  A
        Designated Event Repurchase Notice may be withdrawn by means of a written
        notice
        of withdrawal delivered to the office of the Trustee (or other paying agent
        appointed by the Company) in accordance with the Designated Event Repurchase
        Notice at any time prior to the close of business on the Designated Event
        Repurchase Date, specifying:

       

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

       

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

       

                   
        (iii)      the principal amount, if any, of such
        Security which remains
        subject to the original Designated Event Repurchase Notice and which has
        been or
        will be delivered for purchase by the Company.

       

      (d)  Prior
        to
        10:00 a.m. (New York City time) on the Designated Event Repurchase Date,
        the
        Company will deposit with the Trustee (or other paying agent appointed by
        the
        Company or if the Company is acting as its own paying agent, set aside,
        segregate and hold in trust as provided in Section 3.04) an amount of money
        sufficient to repurchase on the Designated Event Repurchase Date all the
        Securities to be repurchased on such date at the appropriate repurchase price,
        together with accrued and unpaid Interest to, but excluding, the Designated
        Event Repurchase Date. Subject to receipt of funds by the Trustee (or other
        paying agent appointed by the Company), payment for Securities surrendered
        for
        repurchase (and not withdrawn) prior to the Designated Event Expiration Time
        will be made promptly (but in no event more than five (5) Business Days)
        following the later of (x) the Designated Event Repurchase Date with respect
        to
        such Security (PROVIDED the Securityholder has satisfied the conditions in
        this
        Section 14.05) and (y) the time of delivery of such Security to the Trustee
        (or
        other paying agent appointed by the Company) by the Securityholder thereof
        in
        the manner required by this Section 14.05) by mailing checks for the amount
        payable to the Securityholders entitled thereto as they shall appear in the
        Security Register.

       

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

       

      (e)  In
        the
        case of a reclassification, change, consolidation, merger, combination, sale
        or
        conveyance to which Section 15.06 applies, in which the Common Stock of the
        Company is changed or exchanged as a result into the right to receive stock,
        securities or other property or assets (including cash), which includes
        shares of Common Stock of the Company or shares of common stock of another
        Person that are, or upon issuance will be, traded on a United States national
        securities exchange or approved for trading on an established automated
        over-the-counter trading market in the United States and such shares constitute
        at the time such change or exchange becomes effective in excess of 50% of
        the
        aggregate fair market value of such stock, securities or other property or
        assets (including cash) (as determined by the Company, which determination
        shall
        be conclusive and binding), then the Person formed by such consolidation
        or
        resulting from such merger or which acquires such assets, as the case may
        be,
        shall execute and deliver to the Trustee a supplemental indenture (accompanied
        by an Opinion of Counsel that such supplemental indenture complies with the
        Indenture and the Trust Indenture Act as in force at the date of execution
        of
        such supplemental indenture) modifying the provisions of this Indenture relating
        to the right of Securityholders to cause the Company to repurchase the
        Securities following a Designated Event, including without limitation the
        applicable provisions of this Section 14.05 and the definitions of Common
        Stock
        and Designated Event, as appropriate, as determined in good faith by the
        Company
        (which determination shall be conclusive and binding), to make such provisions
        apply to such other Person if different from the Company and the common stock
        issued by such Person (in lieu of the Company and the Common Stock of the
        Company).

       

      (f)       The
        Company will comply with the provisions of Rule 13e-4 and any other
        tender offer rules under the Exchange Act to the extent then applicable in
        connection with the repurchase rights of the Securityholders in the event
        of a
        Designated Event.

       

      Section
        14.06. REPURCHASE OF SECURITIES BY THE COMPANY AT OPTION OF THE SECURITYHOLDER.
        Securities shall be purchased by the Company pursuant to the terms of the
        Securities at the option of the Securityholder on August 15, 2008 (the
        "REPURCHASE DATE"), at a repurchase price of 100% of the principal amount,
        plus
        any accrued and unpaid Interest to, but excluding, the Repurchase Date, subject
        to the provisions of Section 14.07; PROVIDED that no Securities may be
        repurchased by the Company pursuant to this Section 14.06 if the principal
        amount of the Securities has been accelerated and such acceleration has not
        been
        rescinded on or prior to the Repurchase Date. Repurchases of Securities under
        this Section 14.06 shall be made, at the option of the Securityholder thereof,
        upon:

       

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


       

        
        (b)             delivery
        or book-entry transfer of the Securities to the Trustee (or other
        paying agent appointed by the Company) at any time after delivery of the
        Repurchase Notice (together with all necessary endorsements) at the Corporate
        Trust Office of the Trustee (or other paying agent appointed by the Company)
        in
        the Borough of Manhattan as provided in Section 3.02, such delivery being
        a
        condition to receipt by the Securityholder of the repurchase price therefor;
        PROVIDED that such repurchase price shall be so paid pursuant to this Section
        14.06 only if the Security so delivered to the Trustee (or other paying agent
        appointed by the Company) shall conform in all respects to the description
        thereof in the related Repurchase Notice.

       

      The
        Company shall purchase from the Securityholder thereof, pursuant to this
        Section
        14.06, a portion of a Security, if the principal amount of such portion
        is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that
        apply
        to the purchase of all of a 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
        14.06 shall be consummated by the delivery of the consideration to be received
        by the Securityholder promptly following the later of the Repurchase Date
        and
        the time of the book-entry transfer or delivery of the Security.

       

      Notwithstanding
        anything herein to the contrary, any Securityholder delivering to the Trustee
        (or other paying agent appointed by the Company) the Repurchase Notice
        contemplated by this Section 14.06 shall have the right to withdraw such
        Repurchase Notice at any time prior to the close of business on the Repurchase
        Date by delivery of a written notice of withdrawal to the Trustee (or other
        paying agent appointed by the Company) in accordance with Section
        14.08.

       

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

       

      Section
        14.07. COMPANY REPURCHASE NOTICE.

       

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

       

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

       

      (i)           the
        information required by Section 14.07(b) in the Company Repurchase
        Notice, and


       

      (ii)           whether
        the Company desires the Trustee to give the Company Repurchase
        Notice required by Section 14.07(b).

       

      (b)             Unless
        the Company has elected to redeem all of the Securities on or before
        the Repurchase Date in accordance with Section 14.01, the Company shall,
        no less
        than 20 Business Days prior to the Repurchase Date (the "COMPANY REPURCHASE
        NOTICE DATE"), give notice to Securityholders at their addresses shown in
        the
        Security Register setting forth information specified in this Section 14.07(b)
        (the "COMPANY REPURCHASE NOTICE"). The Company will also give notice to
        beneficial owners as required by applicable law.

       

      The
        Company Repurchase Notice shall:

       

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

       

          (2)  include
        a
        form of Repurchase Notice;

       

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

       

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

       

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

       

          (6)  state
        the
        CUSIP number of the Securities.

       

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

       

      (c)             The
        Company will comply with the provisions of Rule 13e-4 and any other
        tender offer rules under the Exchange Act (including, without limitation,
        filing
        a Schedule TO or other schedule) to the extent then applicable in connection
        with the repurchase rights of the Securityholders.

       

      Section
        14.08. EFFECT OF REPURCHASE NOTICE. Upon receipt by the Trustee (or other
        paying
        agent appointed by the Company) of the Repurchase Notice specified in Section
        14.06, the holder of the Security in respect of which such Repurchase Notice
        was
        given shall (unless such Repurchase Notice is validly withdrawn) thereafter
        be entitled to receive solely the repurchase price with respect
        to such Security. Such repurchase price shall be paid to such Securityholder,
        subject to receipt of funds and/or Securities by the Trustee (or other paying
        agent appointed by the Company), promptly following the later of (x) the
        Repurchase Date (PROVIDED the Securityholder has satisfied the conditions
        in
        Section 14.06) and (y) the time of delivery of such Security to the Trustee(or
        other paying agent appointed by the Company) by the Securityholder
        thereof in the manner required by Section 14.06. Securities in respect of
        which
        a Repurchase Notice has been given by the Securityholder thereof may not
        be
        converted pursuant to Article 15 hereof on or after the date of the delivery
        of
        such Repurchase Notice unless such Repurchase Notice has first been validly
        withdrawn.

       

      A
        Repurchase Notice may be withdrawn by means of a written notice of withdrawal
        delivered to the office of the Trustee (or other paying agent appointed by
        the
        Company) in accordance with the Repurchase Notice at any time prior to the
        close
        of business on the Repurchase Date, specifying:

       

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

       

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

       

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

       

      Section
        14.09. DEPOSIT OF REPURCHASE PRICE. (a) Prior to 10:00 a.m. (New York City
        Time)
        on the Business Day immediately following the Repurchase Date, the Company
        shall
        deposit with the Trustee (or other paying agent appointed by the Company,
        or, if
        the Company or a Subsidiary or an Affiliate of either of them is acting as
        the
        paying agent, shall segregate and hold in trust as provided in Section 3.04)
        an
        amount of cash (in immediately available funds if deposited on such Business
        Day), sufficient to pay the aggregate repurchase price of all the Securities
        or
        portions thereof that are to be repurchased as of the Repurchase
        Date.

       

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

       

      Section
        14.10. SECURITIES REPURCHASED IN PART. Upon presentation of any Security
        repurchased pursuant to Section 14.05 or 14.06, as the case may be, only
        in
        part, the Company shall execute and the Trustee shall authenticate and make
        available for delivery to the Securityholder thereof, at the expense of the
        Company, a new Security or Securities, of any authorized denomination, in
        aggregate principal amount equal to the unrepurchased portion of the Securities
        presented.

       

      Section
        14.11. REPAYMENT TO THE COMPANY. To the extent that the aggregate amount
        of cash
        or money deposited by the Company pursuant to Section 14.05(d) or Section
        14.09,
        as the case may be, exceeds the aggregate repurchase price of the Securities
        or
        portions thereof which the Company is obligated to purchase as of the Designated
        Event Repurchase Date or the Repurchase Date, as the case may be, then, unless
        otherwise agreed in writing with the Company, promptly after the Business
        Day
        following the Designated Event Repurchase Date or the Repurchase Date, as
        the
        case may be, the Trustee shall return any such excess to the Company together
        with interest, if any, thereon.

       

      ARTICLE
        15

      CONVERSION
        OF SECURITIES

       

      Section
        15.01. RIGHT TO CONVERT. (a) Subject to and upon compliance with the provisions
        of this Indenture, prior to August 15, 2013, the holder of any Security shall
        have the right, at such Securityholder's option, to convert the principal
        amount
        of the Security, or any portion of such principal amount which is a multiple
        of
        $1,000, into fully paid and non-assessable shares of Common Stock (as such
        shares shall then be constituted) at the Conversion Rate in effect at such
        time,
        solely upon the occurrence of one or more events described in Sections 15.01(b),
        15.01(c), 15.01(d), 15.01(e) or 15.01(f) below, by surrender of the Security
        to
        be so converted in whole or in part, together with any required funds, in
        the
        manner provided in Section 15.02.

       

      Whenever
        the Securities shall become convertible pursuant to this Section 15.01, the
        Company or, at the Company's request, the Trustee in the name and at the
        expense
        of the Company, shall notify the Securityholders of the event triggering
        such
        convertibility and the Company shall also publicly announce such information.
        Any notice so given shall be conclusively presumed to have been duly given,
        whether or not the Securityholder receives such notice.


       

      A
        Security in respect of which a Securityholder is electing to exercise its
        option
        to require the Company to repurchase such Securityholder's Securities upon
        a
        Designated Event pursuant to Section 14.05, or at the option of the
        Securityholder on the Repurchase Date pursuant to Section 14.06, may be
        converted only if such Securityholder withdraws its election in accordance
        with
        Section 14.05 or Section 14.06, respectively. A Securityholder is not entitled
        to any rights of a holder of Common Stock until such Securityholder has
        converted its Securities into Common Stock, and only to the extent such
        Securities are deemed to have been converted into Common Stock under this
        Article 15.

       

      (b)  Commencing
        after September 30, 2003, Securities may be converted during any fiscal quarter
        of the Company (and only during such fiscal quarter), if the Closing Sale
        Price
        exceeds 120% of the Conversion Price in effect for at least 20 Trading Days
        in
        the 30 consecutive Trading Day period ending on the last Trading Day of the
        immediately preceding fiscal quarter.

       

      The
        Company (or the conversion agent appointed by the Company) shall determine
        on
        each Trading Day during the 30 consecutive Trading Day period specified in
        this
        Section 15.01(b) whether the Closing Sale Price exceeds 120% of the Conversion
        Price and whether the Securities shall be convertible as a result of the
        occurrence of the event specified in this Section 15.01(b) and, if the
        Securities shall be so convertible, the Company shall promptly deliver to
        the
        Trustee (or the conversion agent if the Trustee is not the conversion agent)
        written
        notice thereof.

       

      (c)  Securities
        may be converted during the five Business Day period after any five consecutive
        Trading Day period (the "MEASUREMENT PERIOD") in which the Trading Price
        per
        $1,000 principal amount of the Securities for each day of such Measurement
        Period was less than 98% of the product of the Closing Sale Price and the
        then
        current Conversion Rate; PROVIDED that if on the date of any conversion pursuant
        to this Section 15.01(c) the Closing Sale Price of the Common Stock is greater
        than the Conversion Price, a holder shall receive, in lieu of Common Stock
        based
        on the Conversion Price, cash or Common Stock or a combination of cash and
        Common Stock, at the Company's option, with a value equal to the principal
        amount of Securities to be converted plus accrued Interest as of the conversion
        date (a "PRINCIPAL VALUE CONVERSION").

       

      If
        a
        holder surrenders its Notes for conversion pursuant to this Section 15.01(c)
        and
        it is a Principal Value Conversion, the Company will notify the holder by
        the
        second Trading Day following the Conversion Date whether it will pay the
        principal amount plus accrued Interest in cash, Common Stock or a combination
        of
        cash and Common Stock, and in what percentage. Any Common Stock delivered
        upon a
        Principal Value Conversion will be valued at the greater of (x) the Conversion
        Price on the conversion date and (y) the Applicable Stock Price as of the
        conversion date. The Company will pay any portion of the principal amount
        plus
        accrued interest to be paid in cash and deliver Common Stock
        with respect to any portion of the principal amount plus accrued and unpaid
        interest to be paid in Common Stock no later than the Business Day following
        the
        Determination of the Applicable Stock Price.

       

      The
        Company shall determine whether the Securities may be converted pursuant
        to this
        Section 15.01(c) based on Trading Prices provided by the Trustee. The Company
        shall provide the Trustee with the names of three independent nationally
        known
        securities dealers to be used for determining the Trading Price. The Trustee
        (or
        other conversion agent appointed by the Company) shall have no obligation
        to
        determine the Trading Price under this Section 15.01(c) unless the Company
        has
        requested such a determination; and the Company shall have no obligation
        to make
        such request unless a Securityholder provides it with reasonable evidence
        that
        the Trading Price per $1,000 principal amount of Securities would be less
        than
        98% of the product of the Closing Sale Price and the then current Conversion
        Rate. If such evidence is provided, the Company shall instruct the Trustee
        (or
        other conversion agent) to determine the Trading Price of the Securities
        beginning on the next Trading Day and on each successive Trading Day until
        the
        Trading Price per $1,000 principal amount of Securities is greater than or
        equal
        to 98% of the product of the Closing Sale Price and the then current Conversion
        Rate; PROVIDED that, except for the determination of the Trading Prices,
        the
        Trustee shall be under no duty or obligation to make the calculations described
        in this Section 15.01(c) or to determine whether the Securities are convertible
        pursuant to such section.

       

      The
        Trustee shall be entitled at its sole discretion to consult with the Company
        and
        to request the assistance of the Company in connection with the Trustee's
        duties
        and obligations pursuant to this Section 15.01(c) (including without limitation
        the calculation or determination of the Conversion Rate, the Closing Sale
        Price
        and the Trading Price), and the Company agrees, if requested by the Trustee,
        to
        cooperate with, and provide assistance to, the Trustee in carrying out its
        duties under this Section 15.01(c); PROVIDED that nothing herein shall be
        construed to relieve the Trustee of its duties pursuant to this Section
        15.01(c).

       

      (d)  If
        any
        Securities have been called for redemption pursuant to Section 14.02, such
        Securities may be converted, at any time on or after the date the notice
        of
        redemption has been given under Section 14.02 until the close of business
        on the
        Business Day immediately preceding the redemption date.

       

      (e)  If
        (1)
        the Company distributes to all holders of its Common Stock rights or warrants
        entitling them (for a period expiring within 45 days of the record date for
        the
        determination of the stockholders entitled to receive such distribution)
        to
        subscribe for or purchase shares of Common Stock, at a price per share less
        than
        the average of the Closing Sale Prices for the ten Trading Days immediately
        preceding, but not including, the date such distribution is first publicly
        announced by the Company, or (2) the Company distributes to all holders of
        its
        Common Stock, assets, debt securities or rights to purchase its securities,
        where the Fair Market Value of such distribution per share of Common Stock
        exceeds 5% of the Closing Sale Price on the Trading Day immediately preceding
        the date such distribution is first publicly announced by the Company, then,
        in
        either case, the Securities may be converted at any time on and after the
        date
        that the Company gives notice to the Securityholders of such distribution,
        which
        shall be not less than 20 days prior to the Ex-Dividend Time for such
        distribution, until the earlier of the close of business on the Business
        Day
        immediately preceding, the Ex-Dividend Time or the date the Company publicly
        announces that such distribution will not take place; PROVIDED that Securities
        may not be converted pursuant to this Section 15.01(e) nor will any adjustment
        to the Conversion Rate be made pursuant to the transactions described in
        this
        Section 15.01(e) if the Securityholder, without conversion of the Security,
        would participate, on the same basis as a holder of Common Stock, in the
        distribution as if such Securityholder had converted its Securities into
        Common
        Stock prior to the record date for such distribution.

       

      "EX-DIVIDEND
        TIME" means, with respect to any distribution on shares of Common Stock,
        the
        first date on which the shares of Common Stock trade regular way on the
        principal securities market on which the shares of Common Stock are then
        traded
        without the right to receive such distribution.

       

      (f)       If
        the Company consolidates with or merges with or into another Person
        or
        is a party to a binding share exchange or conveys, transfers, sells, leases
        or
        otherwise disposes of all or substantially all of its properties and assets
        in
        each case pursuant to which the Common Stock is converted into cash, securities
        or other property, then the Securities may be converted at any time from
        and
        after the date fifteen (15) days prior to the anticipated effective date
        of the
        transaction and ending on and including the date fifteen (15) days after
        the
        consummation of the transaction (or, if such merger, consolidation or share
        exchange also constitutes a Designated Event, until the corresponding Designated
        Event Purchase Date). The Board of Directors shall determine the anticipated
        effective date of the transaction, and such determination shall be conclusive
        and binding on the Securityholders and shall be publicly announced by the
        Company not later than two Business Days prior to such 15th day.

       

      Section
        15.02. EXERCISE OF CONVERSION PRIVILEGE; ISSUANCE OF COMMON STOCK ON CONVERSION;
        NO ADJUSTMENT FOR INTEREST OR DIVIDENDS. In order to exercise the conversion
        privilege with respect to any Security in certificated form, the Company
        must
        receive at the office or agency of the Company maintained for that purpose
        or,
        at the option of a holder of such Security, the Corporate Trust Office,
        such Security with the original or facsimile of the form entitled "CONVERSION
        NOTICE" on the reverse thereof, duly completed and manually signed, together
        with such Securities duly endorsed for transfer, accompanied by the
        funds, if any, required by this Section 15.02. Such notice shall also state
        the
        name or names (with address or addresses) in which the certificate or
        certificates for shares of Common Stock which shall be issuable on such
        conversion shall be issued, and shall be accompanied by transfer or similar
        taxes, if required pursuant to Section 15.07.

       

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

       

      As
        promptly as practicable after satisfaction of the requirements for conversion
        set forth above, subject to compliance with any restrictions on transfer
        if
        shares issuable on conversion are to be issued in a name other than that
        of the
        Securityholder (as if such transfer were a transfer of the Security or
        Securities (or portion thereof) so converted), the Company shall issue and
        shall
        deliver to such Securityholder at the office or agency maintained by the
        Company
        for such purpose pursuant to Section 3.02, a certificate or certificates
        for the
        number of full shares of Common Stock issuable upon the conversion of such
        Security or portion thereof as determined by the Company in accordance with
        the
        provisions of this Article 15 and a check or cash in respect of any fractional
        interest in respect of a share of Common Stock arising upon such conversion,
        calculated by the Company as provided in Section 15.03. In case any Security
        of
        a denomination greater than $1,000 shall be surrendered for partial conversion,
        and subject to Section 2.03, the Company shall execute and the Trustee shall
        authenticate and deliver to the Securityholder of the Security so surrendered,
        without charge to him, a new Security or Securities in authorized denominations
        in an aggregate principal amount equal to the unconverted portion of the
        surrendered Security.

       

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


       

      If
        any
        Security (or portion thereof) is converted into Common Stock during the period
        after a record date for the payment of interest to, but excluding, the next
        succeeding interest payment date and such Security (or portion thereof) has
        been
        called for redemption on a redemption date or tendered for repurchase on
        a
        repurchase date which occurs during such period, the Company shall pay interest
        on such interest payment date in respect of any such Security (or portion
        thereof) to the holder of such Securities registered as such on the applicable
        record date. Any Security or portion thereof surrendered for conversion during
        the period from the close of business on the record date for any interest
        payment date to the close of business on the Business Day preceding the
        immediately following interest payment date shall be accompanied by payment,
        in
        immediately available funds or other funds acceptable to the Company, of
        an
        amount equal to the Interest otherwise payable on such interest payment date
        on
        the principal amount being converted; PROVIDED that no such payment need
        be made
        (1) if the Company has specified a redemption date that is after a record
        date
        and on or prior to the next interest payment date, (2) if the Company has
        specified a repurchase date following a Designated Event that is after a
        record
        date and on or prior to the next interest payment date or (3) to the extent
        of
        any overdue Interest, if any overdue Interest exists at the time of conversion
        with respect to such Security. Except as provided above in this Section 15.02,
        no payment or other adjustment shall be made for Interest accrued and unpaid
        on
        any Security converted or for dividends on any shares issued upon the conversion
        of such Security as provided in this Article 15.

       

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

       

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

       

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

       

      Section
        15.04.   CONVERSION RATE. Each $1,000 principal amount of the
Securities
        shall be convertible into the number of shares of Common Stock specified
        in the
        form of Security (herein called the "CONVERSION RATE") attached as
        Exhibit A hereto,subject to adjustment as provided in this Article
        15.

       

      Section
        15.05. ADJUSTMENT OF CONVERSION RATE. The Conversion Rate shall be adjusted
        from
        time to time by the Company as follows:

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (d)  In
        case
        the Company shall, by dividend or otherwise, distribute to all holders of
        its
        Common Stock shares of any class of capital stock of the Company or evidences
        of
        its indebtedness or assets (including securities, but excluding any rights
        or
        warrants referred to in Section 15.05(b), and excluding any dividend or
        distribution (x) paid in cash or (y) referred to in Section 15.05(a) (any
        of the
        foregoing hereinafter in this Section 15.05(d)) called the "DISTRIBUTED
        SECURITIES")), then, in each such case (unless the Company elects to reserve
        such Distributed Securities for distribution to the Securityholders upon
        the
        conversion of the Securities so that any such Securityholder converting
        Securities will receive upon such conversion, in addition to the shares of
        Common Stock to which such Securityholder is entitled, the amount and kind
        of
        such Distributed Securities which such Securityholder would have received
        if
        such Securityholder had converted its Securities into Common Stock immediately
        prior to the Record Date for such distribution of the Securities) the Conversion
        Rate shall be increased so that the same shall be equal to the rate determined
        by multiplying the Conversion Rate in effect on the Record Date with respect
        to
        such distribution by a fraction,

       

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

       

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

       

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

       

      Notwithstanding
        the foregoing, if the Distributed Securities distributed by the Company to
        all
        holders of its Common Stock consist of capital stock of, or similar equity
        interests in, a Subsidiary or other business unit, the Conversion Rate shall
        be
        increased so that the same shall be equal to the rate determined by multiplying
        the Conversion Rate in effect on the Record Date with respect to such
        distribution by a fraction,

       

              (i)  the
        numerator of which shall be the sum of (A) the average of the Closing Sale
        Prices of the Common Stock for the ten (10) Trading Days commencing on and
        including the fifth Trading Day after the date on which "ex-dividend trading"
        commences for such dividend or distribution on the Nasdaq National Market
        or
        such other national or regional exchange or market on which such securities
        are
        then listed or quoted (the "EX-DIVIDEND DATE") plus (B) the fair market value
        of
        the Distributed Securities distributed in respect of each share of Common Stock
        for which this Section 15.05(d) applies and shall equal the number of
        Distributed Securities distributed in respect of each share of Common Stock
        multiplied by the average of the closing sale prices of those Distributed
        Securities distributed for the ten (10) Trading Days commencing on and including
        the fifth Trading Day after the Ex-Dividend Date; and

       

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

       

      such
        adjustment to become effective immediately prior to the opening of business
        on
        the day following such Record Date; PROVIDED that the Company may in lieu
        of
the
        foregoing adjustment make adequate provision so that each Securityholder
        shall
        have the right to receive upon conversion the amount of Distributed Securities
        such Securityholder would have received had such Securityholder converted
        each
        Security on the Record Date with respect to such distribution.

       

      Rights
        or
        warrants distributed by the Company to all holders of Common Stock entitling
        the
        holders thereof to subscribe for or purchase shares of the Company's capital
        stock (either initially or under certain circumstances), which rights or
        warrants, until the occurrence of a specified event or events ("TRIGGER EVENT"):
        (i) are deemed to be transferred with such shares of Common Stock; (ii) are
        not
        exercisable; and (iii) are also issued in respect of future issuances of
        Common
        Stock, shall be deemed not to have been distributed for purposes of this
        Section
        15.05 (and no adjustment to the Conversion Rate under this Section 15.05
        will be
        required) until the occurrence of the earliest Trigger Event, whereupon such
        rights and warrants shall be deemed to have been distributed and an appropriate
        adjustment (if any is required) to the Conversion Rate shall be made under
        this
        Section 15.05(d). If any such right or warrant, including any such existing
        rights or warrants distributed prior to the date of this Indenture, are subject
        to events, upon the occurrence of which such rights or warrants become
        exercisable to purchase different securities, evidences of indebtedness or
        other
        assets, then the date of the occurrence of any and each such event shall
        be
        deemed to be the date of distribution and record date with respect to new
        rights
        or warrants with such rights (and a termination or expiration of the existing
        rights or warrants without exercise by any of the holders thereof). In addition,
        in the event of any distribution (or deemed distribution) of rights or warrants,
        or any Trigger Event or other event (of the type described in the preceding
        sentence) with respect thereto that was counted for purposes of calculating
        a
        distribution amount for which an adjustment to the Conversion Rate under
        this
        Section 15.05 was made, (1) in the case of any such rights or warrants that
        shall all have been redeemed or repurchased without exercise by any holders
        thereof, the Conversion Rate shall be readjusted upon such final redemption
        or
        repurchase to give effect to such distribution or Trigger Event, as the case
        may
        be, as though it were a cash distribution, equal to the per share redemption
        or
        repurchase price received by a holder or holders of Common Stock with respect
        to
        such rights or warrants (assuming such holder had retained such rights or
        warrants), made to all holders of Common Stock as of the date of such redemption
        or repurchase, and (2) in the case of such rights or warrants that shall
        have
        expired or been terminated without exercise by any holders thereof, the
        Conversion Rate shall be readjusted as if such rights and warrants had not
        been
        issued.

       

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


       

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

       

      (e)        In
        case the Company shall, by dividend or otherwise, distribute to all
        holders of its Common Stock cash (excluding any cash distribution to the
        extent
        the aggregate cash distributed per share of Common Stock in any twelve month
        period does not exceed $0.01), then, in such case, the Conversion Rate shall
        be
        increased so that the same shall equal the rate determined by multiplying
        the
        Conversion Rate in effect immediately prior to the close of business on such
        record date by a fraction,

       

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

       

              (ii)  the
        denominator of which shall be the Current Market Price on such record date
        less
        the amount of cash so distributed (including only the amount of cash distributed
        in excess of the threshold set forth above) applicable to one share of Common
        Stock,

       

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

       

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

       

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

       

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

       

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

       

      (g)      In
        case of a tender or exchange offer made by a Person other than the
        Company or any Subsidiary for an amount that increases the offeror's ownership
        of Common Stock to more than twenty-five percent (25%) of the Common
        Stock outstanding and shall involve the payment by such Person of consideration
        per share of Common Stock having a Fair Market Value (as determined by the
        Board
        of Directors, whose determination shall be conclusive, and described in a
        resolution of the Board of Directors) that as of the last time (the "OFFER
        EXPIRATION TIME") tenders or exchanges may be made pursuant to such tender
        or
        exchange offer (as it shall have been amended) that exceeds the Closing Sale
        Price of a share of Common Stock on the Trading Day next succeeding the Offer
        Expiration Time, and in which, as of the Offer Expiration Time the Board
        of
        Directors is not recommending rejection of the offer, 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 Offer Expiration Time
        by a
        fraction

       

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

       

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

       

      such
        adjustment to become effective immediately prior to the opening of business
        on
        the day following the Offer Expiration Time. If such Person is obligated
        to
        purchase shares pursuant to any such tender or exchange offer, but such Person
        is permanently prevented by applicable law from effecting any such purchases
        or
        all such purchases are rescinded, the Conversion Rate shall again be adjusted
        to
        be the Conversion Rate that would then be in effect if such tender or exchange
        offer had not been made. Notwithstanding the foregoing, the adjustment described
        in this Section 15.05(g) shall not be made if, as of the Offer Expiration
        Time,
        the offering documents with respect to such offer disclose a plan or intention
        to cause the Company to engage in any consolidation or merger with or into
        any
        other Person or Persons, or sale, conveyance, transfer or lease of the property
        and assets of the Company substantially as an entirety to any other Person
        or
        Persons.


       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (l)             In
        any case in which this Section 15.05 provides that an adjustment shall
        become effective immediately after (1) a record date or Record Date for an
        event, (2) the date fixed for the determination of stockholders entitled
        to
        receive a dividend or distribution pursuant to Section 15.05(a), (3) a date
        fixed for the determination of stockholders entitled to receive rights or
        warrants pursuant to Section 15.05(b), (4) the Expiration Time for any tender
        or
        exchange offer pursuant to Section 15.05(f) or (5) the Offer Expiration Time
        for
        any tender or exchange pursuant to Section 15.05(g), (each a "DETERMINATION
        DATE"), the Company may elect to defer until the occurrence of the applicable
        Adjustment Event (as hereinafter defined) (x) issuing to the holder of any
        Security converted after such Determination Date and before the occurrence
        of
        such Adjustment Event, the additional shares of Common Stock or other securities
        issuable upon such conversion by reason of the adjustment required by such
        Adjustment Event over and above the Common Stock issuable upon such conversion
        before giving effect to such adjustment and (y) paying to such Securityholder
        any amount in cash in lieu of any fraction pursuant to Section 15.03. For
        purposes of this Section 15.05(l), the term "ADJUSTMENT EVENT" shall
        mean:

       

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

       

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

       

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

       

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

       

              (v)           in
        the case referred to in clause (5) hereof, the date a sale
        or
        exchange of Common Stock pursuant to such tender or exchange offer is
        consummated and becomes irrevocable.

       

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

       

      Section
        15.06. EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE. If any
        of the
        following events occur, namely (i) any reclassification or change of the
        outstanding shares of Common Stock (other than a subdivision or combination
        to
        which Section 15.05(c) applies), (ii) any consolidation, merger or combination
        of the Company with another Person as a result of which holders of Common
        Stock
        shall be entitled to receive stock, other securities or other property or
        assets
        (including cash) with respect to or in exchange for such Common Stock, or
        (iii)
        any sale or conveyance of all or substantially all of the properties and
        assets
        of the Company to any other Person as a result of which holders of Common
        Stock
        shall be entitled to receive stock, other securities or other property or
        assets
        (including cash) with respect to or in exchange for such Common Stock, then
        the
        Company or the successor or purchasing Person, as the case may be, shall
        execute
        with the Trustee a supplemental indenture (which shall comply with the Trust
        Indenture Act as in force at the date of execution of such supplemental
        indenture) providing that each Security shall be convertible into the kind
        and
        amount of shares of stock, other securities or other property or assets
        (including cash) receivable upon such reclassification, change, consolidation,
        merger, combination, sale or conveyance by a holder of a number of shares
        of
        Common Stock issuable upon conversion of such Securities (assuming, for such
        purposes, a sufficient number of authorized shares of Common Stock are available
        to convert all such Securities) immediately prior to such reclassification,
        change, consolidation, merger, combination, sale or conveyance assuming such
        holder of Common Stock did not exercise his rights of election, if any, as
        to
        the kind or amount of stock, other securities or other property or assets
        (including cash) receivable upon such reclassification, change, consolidation,
        merger, combination, sale or conveyance (PROVIDED that, if the kind or amount
        of
        stock, other securities or other property or assets (including cash) receivable
        upon such reclassification, change, consolidation, merger, combination, sale
        or
        conveyance is not the same for each share of Common Stock in respect of which
        such rights of election shall not have been exercised ("non-electing share"),
        then for the purposes of this Section 15.06 the kind and amount of stock,
        other
        securities or other property or assets (including cash) receivable upon such
        reclassification, change, consolidation, merger, combination, sale or conveyance
        for each non-electing share shall be deemed to be the kind and amount so
        receivable per share by a plurality of the non-electing shares). Such
        supplemental indenture shall provide for adjustments which shall be as nearly
        equivalent as may be practicable to the adjustments provided for in this
        Article
        15.

       

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

       

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

       

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

       

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

       

      Section
        15.08. RESERVATION OF SHARES, SHARES TO BE FULLY PAID; COMPLIANCE WITH
        GOVERNMENTAL REQUIREMENTS; LISTING OF COMMON STOCK. The Company shall provide,
        free from preemptive rights, out of its authorized but unissued shares or
        shares
        held in treasury, sufficient shares of Common Stock to provide for the
        conversion of the Securities from time to time as such Securities are presented
        for conversion.

       

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

       

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


       

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

       

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

       

      Section
        15.09. RESPONSIBILITY OF TRUSTEE. The Trustee and any other conversion agent
        shall not at any time be under any duty or responsibility to any Securityholder
        to determine the Conversion Rate or whether any facts exist which may require
        any adjustment of the Conversion Rate, or with respect to the nature or extent
        or calculation of any such adjustment when made, or with respect to the method
        employed, or herein or in any supplemental indenture provided to be employed,
        in
        making the same. The Trustee and any other conversion agent shall not be
        accountable with respect to the validity or value (or the kind or amount)
        of any
        shares of Common Stock, or of any securities or property, which may at any
        time
        be issued or delivered upon the conversion of any Security; and the Trustee
        and
        any other conversion agent make no representations with respect thereto.
        Neither
        the Trustee nor any conversion agent shall be responsible for any failure
        of the
        Company to issue, transfer or deliver any shares of Common Stock or stock
        certificates or other securities or property or cash upon the surrender of
        any
        Security for the purpose of conversion or to comply with any of the duties,
        responsibilities or covenants of the Company contained in this Article 15.
        Without limiting the generality of the foregoing, neither the Trustee nor
        any
        conversion agent shall be under any responsibility to determine the correctness
        of any provisions contained in any supplemental indenture entered into pursuant
        to Section 15.06 relating either to the kind or amount of shares of stock
        or
        securities or property (including cash) receivable by Securityholders upon
        the
        conversion of their Securities after any event referred to in such Section
        15.06
        or to any adjustment to be made with respect thereto, but, subject to the
        provisions of Section 6.01, may accept as conclusive evidence of the correctness
        of any such provisions, and
        shall be protected in relying upon, any Officers' Certificate (which
        the Company shall be obligated to file with the Trustee prior to the execution
        of any such supplemental indenture) with respect thereto.

       

      Section
        15.10. NOTICE TO SECURITYHOLDERS PRIOR TO
        CERTAIN ACTIONS. In case:

       

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

       

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

       

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

       

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

       

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

       

      Section
        15.11. SHAREHOLDER RIGHTS PLANS. Each share of Common Stock issued upon
        conversion of Securities pursuant to this Article 15 shall be entitled to
        receive the appropriate number of rights, if any, and the certificates
        representing the
        Common Stock issued upon such conversion shall bear such legends, if any,
        in
        each case as may be provided by the terms of any shareholder rights plan
        adopted
        by the Company, as the same may be amended from time to time. If at the time
        of
        conversion, however, the rights have separated from the shares of Common
        Stock
        in accordance with the provisions of the applicable shareholder rights agreement
        so that the Securityholders would not be entitled to receive any rights in
        respect of Common Stock issuable upon conversion of the Securities, the
        conversion rate will be adjusted as if the Company distributed to all holders
        of
        Common Stock shares of the Company's capital stock, evidences of indebtedness
        or
        assets (including securities but excluding rights or warrants to purchase
        Common
        Stock issued to all holders of Common Stock, Common Stock issued as a dividend
        or distribution on Common Stock and cash distributions), subject to readjustment
        in the event of the expiration, termination or redemption of the
        rights.

       

      Section
        15.12. TRANSFER RESTRICTIONS. (a) Shares of Common Stock issued upon conversion
        of Restricted Securities (all shares of Common Stock issued in exchange therefor
        or substitution thereof) shall be represented by certificates bearing the
        Restricted Securities Legend and shall be subject to the restrictions or
        transfer set forth in the Restricted Securities Legend.

       

      (b)              Any
        Common Stock as to which such restrictions on transfer as to which
        the
        conditions for removal of the Restricted Securities Legend have been satisfied
        may, upon surrender of the certificates representing such shares of Common
        Stock
        for exchange in accordance with the procedures of the transfer agent for
        the
        Common Stock, be exchanged for a new certificate or certificates for a like
        number of shares of Common Stock, which shall not bear the Restricted Securities
        Legend.

       

      ARTICLE
        16

      SUBORDINATION
        OF SECURITIES

       

      Section
        16.01. AGREEMENT OF SUBORDINATION. The Company covenants and agrees, and
        each
        holder of Securities issued hereunder by its acceptance thereof likewise
        covenants and agrees, that all Securities shall be issued subject to the
        provisions of this Article 16, and each Person holding any Securities, whether
        upon original issue or upon registration of transfer, assignment or exchange
        thereof, accepts and agrees to be bound by such provisions.

       

      The
        payment of the principal of, and Interest on all Securities (including, but
        not
        limited to, the redemption price with respect to the Securities called for
        redemption in accordance with Section 14.02 or submitted for repurchase in
        accordance
        with Section 14.05 or Section 14.06, as the case may be, as provided in this
        Indenture or any other payment payable in respect of Securities pursuant
        to the
        provisions of this Indenture) issued hereunder shall, to the extent and in
        the
        manner hereinafter set forth, be subordinated and subject in right of payment
        to
        the prior payment in full of all Senior Indebtedness, whether outstanding
        at the
        date of this Indenture or thereafter incurred.

       

      No
        provision of this Article 16 shall prevent the occurrence of any default
        or
        Event of Default hereunder or have any effect on the rights of the holders
        of
        the Securities or the Trustee to accelerate the maturity of the
        Securities.

       

      Section
        16.02. NO PAYMENTS TO SECURITYHOLDERS UPON DEFAULTS RELATING TO DESIGNATED
        SENIOR INDEBTEDNESS. (a) No payment shall be made with respect to the principal
        of, or interest on the Securities (including, but not limited to, the redemption
        price with respect to the Securities to be called for redemption in accordance
        with Section 14.02 or submitted for repurchase in accordance with Section
        14.05
        or 14.06, as the case may be, as provided in this Indenture or any other
        payment
        payable in respect of Securities pursuant to the provisions of this Indenture),
        except payments and distributions made by the Trustee as permitted by the
        first
        or second paragraph of Section 16.09, if:

       

              (i)  a
        default
        in the payment of principal (including any letter of credit reimbursement
        obligations), premium, if any, interest, rent or other obligations in respect
        of
        Designated Senior Indebtedness occurs and is continuing(or, in the case of
        Designated Senior Indebtedness for which there
        is
        a period of grace, in the event of such a default that continues beyond the
        period of grace, if any, specified in the instrument or lease evidencing
        such
        Designated Senior Indebtedness) (a "PAYMENT DEFAULT"); or

       

              (ii)  a
        default, other than a Payment Default, on any Designated Senior Indebtedness
        occurs and is continuing that permits holders of such Designated Senior
        Indebtedness to accelerate its maturity without further notice (except such
        notice as may be required to effect such acceleration) (or in the case of
        any
        lease that is Designated Senior Indebtedness, a default occurs and is continuing
        that permits the lessor to either terminate the lease or require the Company
        to
        make an irrevocable offer to terminate the lease following an event of default
        thereunder) and the Trustee receives a notice of the default (a "PAYMENT
        BLOCKAGE NOTICE") from a holder of Designated Senior Indebtedness or a
        Representative of Designated Senior Indebtedness (a "NON-PAYMENT
        DEFAULT").

       

      If
        the
        Trustee receives any Payment Blockage Notice pursuant to clause (ii) above,
        no
        subsequent Payment Blockage Notice shall be effective for purposes of this
        Section 16.02 unless and until at least 365 days shall have elapsed
        since the initial effectiveness of the immediately prior Payment Blockage
        Notice. No Non-Payment Default that existed or was continuing on the date
        of
        delivery of any Payment Blockage Notice to the Trustee shall be, or be made,
        the
        basis for a subsequent Payment Blockage Notice.

       

      (b)              The
        Company may and shall resume payments on and distributions in respect
        of the Securities (including, but not limited to, the redemption price with
        respect to the Securities to be redeemed):

       

      (1)  in
        the
        case of a Payment Default, the date upon which any such Payment Default is
        cured
        or waived or ceases to exist, or

       

      (2)  in
        the
        case of a Non-Payment Default, the earlier of (a) the date upon which such
        default is cured or waived or ceases to exist or (b) 179 days after the
        applicable Payment Blockage Notice is received by the Trustee if the maturity
        of
        such Designated Senior Indebtedness has not been accelerated and there is
        no
        Payment Default(or in the case of any lease, 179 days after notice is
received
        if the Company and the Trustee have not received notice that the lessor under
        such lease has exercised its right to terminate the lease or require the
        Company
        to make an irrevocable offer to terminate the lease following an event of
        default thereunder and there is no Payment Default), unless this Article
        16
        otherwise prohibits the payment or distribution at the time of such payment
        or
        distribution.

       

      Section
        16.03.   PAYMENTS OVER TO SENIOR INDEBTEDNESS UPON DISSOLUTION.
        Upon any
        payment by the Company, or distribution of assets of the Company of any kind
        or
        character, whether in cash, property or securities, to creditors upon any
        dissolution or winding up or liquidation or reorganization of the Company,
        whether voluntary or involuntary or in bankruptcy, insolvency, receivership
        or
        other proceedings, all amounts due or to become due upon all Senior Indebtedness
        shall first be paid in full in cash or other payment satisfactory to the
        holders
        of such Senior Indebtedness before any payment is made on account of the
        principal of or Interest on the Securities (except payments made pursuant
        to
        Article 11 from monies deposited with the Trustee pursuant thereto prior
        to
        commencement of proceedings for such dissolution, winding up, liquidation
        or
        reorganization), and upon any such dissolution or winding up or liquidation
        or
        reorganization of the Company or bankruptcy, insolvency, receivership or
        other
        similar proceeding, any payment by the Company, or distribution of assets
        of the
        Company of any kind or character, whether in cash, property or securities,
        to
        which the holders of the Securities or the Trustee would be entitled, except
        for
        the provisions of this Article 16, shall (except as aforesaid) be paid by
        the
        Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent
        or
        other Person making such payment or distribution, or by the holders of the
        Securities or by the Trustee under this Indenture if received by them or
        it,
        directly to the holders of Senior Indebtedness
        (pro rata to such holders on the basis of the respective amounts of Senior
        Indebtedness held by such holders, or as otherwise required by law or a court
        order) or their Representative or Representatives, as their respective interests
        may appear, to the extent necessary to pay all Senior Indebtedness in full,
        in
        cash or other payment satisfactory to the holders of such Senior Indebtedness,
        after giving effect to any concurrent payment or distribution to or for the
        holders of Senior Indebtedness, before any payment or distribution is made
        to
        the holders of the Securities or to the Trustee.

       

      For
        purposes of this Article 16, the words, "CASH, PROPERTY OR SECURITIES" shall
        not
        be deemed to include shares of Common Stock of the Company as reorganized
        or
        readjusted, or securities of the Company or any other corporation provided
        for
        by a plan of reorganization or readjustment, the payment of which is
        subordinated at least to the extent provided in this Article 16 with respect
        to
        the Securities to the payment of all Senior Indebtedness which may at the
        time
        be outstanding; PROVIDED that (i) the Senior Indebtedness is assumed by the
        new
        corporation, if any, resulting from any reorganization or readjustment, and
        (ii)
        the rights of the holders of Senior Indebtedness (other than leases which
        are
        not assumed by the Company or the new corporation, as the case may be) are
        not,
        without the consent of such holders, altered by such reorganization or
        readjustment. The consolidation of the Company with, or the merger of the
        Company into, another corporation or the liquidation or dissolution of the
        Company following the conveyance or transfer of its property as an entirety,
        or
        substantially as an entirety, to another Person upon the terms and conditions
        provided for in Article 10 shall not be deemed a dissolution, winding-up,
        liquidation or reorganization for the purposes of this Section 16.02 if such
        other Person shall, as a part of such consolidation, merger, conveyance or
        transfer, comply with the conditions stated in Article 10.

       

      Section
        16.04. PRIOR PAYMENT OF SENIOR INDEBTEDNESS UPON ACCELERATION OF SECURITIES.
        If
        the maturity of the Securities has been accelerated because of an Event of
        Default, no payment or distribution shall be made to the Trustee or any holder
        of Securities in respect of the principal of or interest on the Securities
        (including, but not limited to, the redemption price with respect to the
        Securities called for redemption in accordance with Section 14.02 or the
        repurchase price with respect to the Securities submitted for repurchase
        in
        accordance with Section 14.05 or Section 14.06 as the case may be, as provided
        in this Indenture), except payments and distributions made by the Trustee
        as
        permitted by the first or second paragraph of Section 16.09, until all Senior
        Indebtedness has been paid in full in cash or other payment satisfactory
        to the
        holders of Senior Indebtedness or such acceleration is rescinded in accordance
        with the terms of this Indenture. If payment of the Securities is accelerated
        because of an Event of Default, the Company or, at the Company's request
        and
        expense, the Trustee shall promptly notify holders of Senior Indebtedness
        of the
        acceleration.


       

      Section
        16.05. PAYMENT OVER TO SENIOR INDEBTEDNESS. If, notwithstanding Sections
        16.02,
        16.03 or 16.04, any payment or distribution of assets of the Company of any
        kind
        or character, whether in cash, property or securities (including, without
        limitation, by way of setoff or otherwise), prohibited by Section 16.02,
        16.03
        or 16.04 shall be received by the Trustee or the holders of the Securities
        before all Senior Indebtedness is paid in full in cash or other payment
        satisfactory to the holders of such Senior Indebtedness, or provision is
        made
        for such payment thereof in accordance with its terms in cash or other payment
        satisfactory to the holders of such Senior Indebtedness, to the extent that
        the
        Trustee or any holder of the Securities has acquired notice, by whatever
        means,
        that all Senior Indebtedness has not been paid in full, such payment or
        distribution shall be held in trust for the benefit of and shall be paid
        over or
        delivered to the holders of Senior Indebtedness or their Representative or
        Representatives, as their respective interests may appear, as calculated
        by the
        Company, for application to the payment of any Senior Indebtedness remaining
        unpaid to the extent necessary to pay all Senior Indebtedness in full in
        cash or
        other payment satisfactory to the holders of such Senior Indebtedness, after
        giving effect to any concurrent payment or distribution to or for the holders
        of
        such Senior Indebtedness.

       

      Nothing
        in Section 16.02, 16.03, 16.04 or this Section shall apply to claims of,
        or
        payments to, the Trustee under or pursuant to Section 6.06.

       

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

       

      Section
        16.07. PAYMENT OBLIGATIONS UNCONDITIONAL. Nothing contained in this Article
        16
        or elsewhere in this Indenture or in the Securities is intended to or shall
        impair, as among the Company, its creditors other than the holders of Senior
        Indebtedness, and the holders of the Securities, the obligation of the Company,
        which is absolute and unconditional, to pay to the holders of the Securities
        the
        principal of and interest on the Securities as and when the same shall become
        due and payable in accordance with their terms, or is intended to or shall
        affect the relative rights of the holders of the Securities and creditors
        of the
        Company other than the holders of the Senior Indebtedness, nor shall anything
        herein or therein prevent the Trustee or, subject to Section 5.04, the holder
        of
        any Security from exercising all remedies otherwise permitted by applicable
        law
        upon default under this Indenture, subject to the rights, if any, under this
        Article 16 of the holders of Senior Indebtedness in respect of cash, property
        or
        securities of the Company received upon the exercise of any such
        remedy.

       

      Section
        16.08. AUTHORIZATION TO EFFECT SUBORDINATION. Each holder of a Security by
        the
        holder's acceptance thereof authorizes and directs the Trustee on the holder's
        behalf to take such action as may be necessary or appropriate to effectuate
        the
        subordination as provided in this Article 16 and appoints the Trustee to
        act as
        the holder's attorney-in-fact for any and all such purposes. If the Trustee
        does
        not file a proper proof of claim or proof of debt in the form required in
        any
        proceeding referred to in the third paragraph of Section 5.02 hereof at least
        thirty (30) days before the expiration of the time to file such claim, the
        holders of any Senior Indebtedness or their Representatives are hereby
        authorized to file an appropriate claim for and on behalf of the holders
        of the
        Securities.

       

      Section
        16.09. NOTICE TO TRUSTEE. The Company shall give prompt written notice in
        the
        form of an Officers' Certificate to a Responsible Officer of the Trustee
        and to
        any paying agent of any fact known to the Company that would prohibit the
        making
        of any payment of monies to or by the Trustee or any paying agent in respect
        of
        the Securities pursuant to the provisions of this Article 16. Notwithstanding
        the provisions of this Article 16 or any other provision of this Indenture,
        the
        Trustee shall not be charged with knowledge of the existence of any facts
        that
        would prohibit the making of any payment of monies to or by the Trustee in
        respect of the Securities pursuant to the provisions of this Article 16,
        unless
        and until a Responsible Officer of the Trustee shall have received written
        notice thereof at the Corporate Trust Office from the Company (in the form
        of an
        Officers' Certificate) or a Representative or a holder or holders of Senior
        Indebtedness, and before the receipt of any such written notice, the Trustee,
        subject
        to the provisions of Section 6.01, shall be entitled in all respects to assume
        that no such facts exist; PROVIDED that if on a date not less than one Business
        Day prior to the date upon which by the terms hereof any such monies may
        become
        payable for any purpose (including, without limitation, the payment of the
        principal of, or premium, if any, or interest on any Security) the Trustee
        shall
        not have received, with respect to such monies, the notice provided for in
        this
        Section 16.09, then, anything herein contained to the contrary notwithstanding,
        the Trustee shall have full power and authority to apply monies received
        to the
        purpose for which they were received, and shall not be affected by any notice
        to
        the contrary that may be received by it on or after such prior
        date.

       

      Notwithstanding
        anything in this Article 16 to the contrary, nothing shall prevent any payment
        by the Trustee to the Securityholders of monies deposited with it pursuant
        to
        Section 11.01, if a Responsible Officer of the Trustee shall not have received
        written notice at the Corporate Trust Office on or before one Business Day
        prior
        to the date such payment is due that such payment is not permitted under
        Section
        16.01 or 16.02.

       

      The
        Trustee, subject to the provisions of Section 6.01, shall be entitled to
        rely on
        the delivery to it of a written notice by a Representative or a person
        representing himself to be a holder of Senior Indebtedness (or a trustee
        on
        behalf of such holder) to establish that such notice has been given by a
        Representative or a holder of Senior Indebtedness or a trustee on behalf
        of any
        such holder or holders. The Trustee shall not be required to make any payment
        or
        distribution to or on behalf of a holder of Senior Indebtedness pursuant
        to this
        Article 16 unless it has received satisfactory evidence as to the amount
        of
        Senior Indebtedness held by such Person, the extent to which such Person
        is
        entitled to participate in such payment or distribution and any other facts
        pertinent to the rights of such Person under this Article 16.

       

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

       

      With
        respect to the holders of Senior Indebtedness, the Trustee undertakes to
        perform
        or to observe only such of its covenants and obligations as are specifically
        set
        forth in this Article 16, and no implied covenants or obligations with respect
        to the holders of Senior Indebtedness shall be read into this Indenture against
        the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to
        the
        holders of Senior Indebtedness and, subject to the provisions of Section
        6.01,
        the Trustee shall not be liable to any holder of Senior Indebtedness (i)
        for any
        failure to make any payments or distributions to such holder or (ii) if it
        shall
        pay over
        or
        deliver money to holders of Securities, the Company or any other Person in
        compliance with this Article 16.

       

      Section
        16.11. NO IMPAIRMENT OF SUBORDINATION. No right of any present or future
        holder
        of any Senior Indebtedness to enforce subordination as herein provided shall
        at
        any time in any way be prejudiced or impaired by any act or failure to act
        on
        the part of the Company or by any act or failure to act, in good faith, by
        any
        such holder, or by any noncompliance by the Company with the terms, provisions
        and covenants of this Indenture, regardless of any knowledge thereof which
        any
        such holder may have or otherwise be charged with. Senior Indebtedness may
        be
        created, renewed or extended and holders of Senior Indebtedness may exercise
        any
        rights under any instrument creating or evidencing such Senior Indebtedness,
        including, without limitation, any waiver of default thereunder, without
        any
        notice to or consent from the holders of the Securities or the Trustee. No
        compromise, alteration, amendment, modification, extension, renewal or other
        change of, or waiver, consent or other action in respect of, any liability
        or
        obligation under or in respect of the Senior Indebtedness or any terms or
        conditions of any instrument creating or evidencing such Senior Indebtedness
        shall in any way alter or affect any of the provisions of this Article 16
        or the
        subordination of the Securities provided thereby.

       

      Section
        16.12. CERTAIN CONVERSIONS NOT DEEMED PAYMENT. For the purposes of this Article
        16 only, (1) the issuance and delivery of Junior Securities upon conversion
        of
        Securities in accordance with Article 15 and (2) the payment, issuance or
        delivery of cash, property or securities upon conversion of a Security as
        a
        result of any transaction specified in Section 15.06 shall not be deemed
        to
        constitute a payment or distribution on account of the principal of or interest
        on Securities or on account of the purchase or other acquisition of Securities.
        For the purposes of this Section 16.12, the term "JUNIOR SECURITIES" means
        (a)
        Common Stock of the Company or (b) securities of the Company 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
        are so subordinated as provided in this Article 16. Nothing contained in
        this
        Article 16 or elsewhere in this Indenture or in the Securities is intended
        to or
        shall impair, as among the Company, its creditors (other than holders of
        Senior
        Indebtedness) and the Securityholders, the right, which is absolute and
        unconditional, of the Holder of any Security to convert such Security in
        accordance with Article 15.

       

      Section
        16.13. SUBORDINATION APPLICABLE TO PAYING AGENTS. If at any time any paying
        agent other than the Trustee shall have been appointed by the Company and
        be
        then acting hereunder, the term "TRUSTEE" as used in this Article 16 shall
        (unless the context otherwise requires) be construed as extending to and
        including such paying agent within its meaning as fully for all intents and
        purposes as if such paying agent were named in this Article 16 in addition
        to or
        in place
        of
        the Trustee; PROVIDED that the first paragraph of Section 16.09 shall not
        apply
        to the Company or any Affiliate of the Company if it or such Affiliate acts
        as
        paying agent.

       

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

       

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

       

      Section
        16.15. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT. Upon
        any
        payment or distribution of assets of the Company referred to in this Article
        16,
        the Trustee and the Securityholders shall be entitled to rely upon any order
        or
        decree entered by any court of competent jurisdiction in which such insolvency,
        bankruptcy, receivership, liquidation, reorganization, dissolution, winding
        up
        or similar case or proceeding is pending, or a certificate of the trustee
        in
        bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit
        of creditors, agent or other Person making such payment or distribution,
        delivered to the Trustee or to the Securityholders, for the purpose of
        ascertaining the Persons entitled to participate in such payment or
        distribution, the holders of 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
        16.


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

      
        	 	
                ANDREW
                  CORPORATION

                 

                 

                 

              
	 	
                By:

              	
                /s/
                  M. Jeffrey Gittelman

              
	 	
                Name:

              	
                M.
                  Jeffrey Gittelman

              
	 	
                Title:

              	
                Vice
                  President & Treasurer

              


      

       

      


      
        	 	
                BNY
                  MIDWEST TRUST COMPANY,

                  as
                  Trustee

                 

                 

                 

              
	 	
                By:

              	
                /s/
                  J. Bartolini

              
	 	
                Name:

              	
                J.
                  Bartolini

              
	 	
                Title:

              	
                Vice
                  President

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

       

      EXHIBIT
        A

       

      [Include
        the following legend only for Global Securities]

       

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

       

      [Include
        the following legend only for Securities that are Restricted
        Securities]

       

      [THE
        SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
        SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
        SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET
        FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
        REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
        144A
        UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION
        OF
        THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER
        RULE 144 (k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL
        OR
        OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OF THIS SECURITY,
        OR
        ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
        WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM
        REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
        OR
        (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
        UNDER
        THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH
        TRANSFER); (3) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO
        CLAUSE
        2(D) ABOVE), IT WILL FURNISH TO THE ISSUER OF, AND THE TRANSFER AGENT
FOR,
        THIS
        SECURITY, SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE
        ISSUER
        MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT
        TO
        AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT, AND (4) AGREES THAT IT WILL DELIVER TO
        EACH
        PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
        EFFECT
        OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER
        OF
        THIS SECURITY PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE OR UPON EXPIRATION OF
        THE
        HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY UNDER RULE 144(k) UNDER
        THE
        SECURITIES ACT (OR ANY SUCCESSOR PROVISION). THE ISSUER AND THE TRANSFER
        AGENT
        FOR THIS SECURITY SHALL NOT REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION
        OF THE FOREGOING RESTRICTION.]

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        ANDREW
          CORPORATION

        3
          1/4% CONVERTIBLE SUBORDINATED NOTE DUE
          2013

      

       

       

      
        
          	 	
                   CUSIP:
                    034425 AA 6

                
	 No.
                  __ 	
                   $

                


        

      

       

      Andrew
        Corporation, a corporation duly organized and validly existing under the
        laws of
        the State of Delaware (herein called the "COMPANY", which term includes any
        successor corporation under the Indenture referred to on the reverse
        hereof), for value received hereby promises to pay to  or its registered
        assigns, [ the principal sum of  DOLLARS] (1) [ the principal sum
        set
        forth on Schedule I hereto] (2) on August 15, 2013 at the office or agency
        of
        the Company maintained for that purpose in accordance with the terms of the
        Indenture, in such coin or currency of the United States of America as at
        the
        time of payment shall be legal tender for the payment of public and private
        debts, and to pay interest, semiannually on February 15 and August 15 of
        each
        year, commencing February 15, 2004, on said principal sum at said office
        or
        agency, in like coin or currency, at the rate per annum of 3 1/4%, from the
        February 15 or August 15, as the case may be, next preceding the date of
        this
        Security to which interest has been paid or duly provided for, unless the
        date
        hereof is a date to which interest has been paid or duly provided for, in
        which
        case from the date of this Security, or unless no interest has been paid
        or duly
        provided for on the Securities, in which case from August 8, 2003, until
        payment
        of said principal sum has been made or duly provided for. Notwithstanding
        the
        foregoing, if the date hereof is after any February 1 or August 1, as the
        case
        may be, and before the following February 15 or August 15, this Security
        shall
        bear interest from such February 15 or August 15; PROVIDED that if the Company
        shall default in the payment of interest due on such February 15 or August
        15,
        then this Security shall bear interest from the next preceding February 15
        or
        August 15 to which interest has been paid or duly provided for or, if no
        interest has been paid or duly provided for on such Security, from August
        8,
        2003. Except as otherwise provided in the Indenture, the Interest payable
        on the
        Security pursuant to the Indenture on any February 15 or August 15 will be
        paid
        to the Person entitled thereto as it appears in the Security Register at
        the
        close of business on the record date, which shall be the February 1 or August
        1
        (whether or not a Business Day) next preceding such February 15 or August
        15, as
        provided in the Indenture; PROVIDED that any such interest not punctually
        paid
        or duly provided for shall be payable as provided in the Indenture. The Company
        shall pay interest (i) on any

       

      __________________________

          (1)  Include
        for definitive Securities.

          (2)  Include
        for Global Security.

       

      Securities
        in certificated form by check mailed to the address of the Person entitled
        thereto as it appears in the Security Register (PROVIDED that the
        Securityholders with an aggregate principal amount in excess of $2,000,000
        shall, at the written election of such Securityholders, be paid by wire transfer
        of immediately available funds) or (ii) on any Global Security by wire transfer
        of immediately available funds to the account of the Depositary or its
        nominee.

       

      The
        Company promises to pay interest on overdue principal, and (to the extent
        that
        payment of such interest is enforceable under applicable law) Interest at
        the
        rate of 4 1/4% per annum.

       

      Reference
        is made to the further provisions of this Security set forth on the reverse
        hereof, including, without limitation, provisions subordinating the payment
        of
        principal of and Interest on the Securities to the prior payment in full
        of all
        Senior Indebtedness, as defined in the Indenture, and provisions giving the
        Securityholder the right to convert this Security into Common Stock of the
        Company on the terms and subject to the limitations referred to on the reverse
        hereof and as more fully specified in the Indenture. Such further provisions
        shall for all purposes have the same effect as though fully set forth at
        this
        place.

       

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

       

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

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

      
         

        
          	 	
                  ANDREW
                    CORPORATION

                   

                   

                   

                
	 	
                  By:

                	
                   

                
	 	
                  Name:

                	
                   

                
	 	
                  Title:

                	
                   

                


        

      

       

       

      Attest:

      By: 
_________________________

            
Name:

            
Title:

       

      TRUSTEE'S
        CERTIFICATE OF AUTHENTICATION

       

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

       

      BNY
        MIDWEST TRUST COMPANY, as Trustee

       

      By: 
        _______________________________

      Authorized
        Signatory 

       

      Dated:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      REVERSE
        OF SECURITY

       

      ANDREW
        CORPORATION

       

      3
        1/4%
        CONVERTIBLE SUBORDINATED NOTE DUE 2013

       

      This
        Security is one of a duly authorized issue of securities of the Company,
        designated as its 3 1/4% Convertible Subordinated Notes Due 2013 (herein
        called
        the "SECURITIES"), limited in aggregate principal amount to $240,000,000,
        issued
        and to be issued under and pursuant to an Indenture dated as of August 8,
        2003
        (herein called the "INDENTURE"), between the Company and BNY Midwest Trust
        Company, as trustee (herein called the "TRUSTEE"), to which Indenture and
        all
        indentures supplemental thereto reference is hereby made for a description
        of
        the rights, limitations of rights, obligations, duties and immunities thereunder
        of the Trustee, the Company and the Securityholders of the
        Securities.

       

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

       

      The
        Indenture contains provisions permitting the Company and the Trustee, with
        the
        consent of the holders of at least a majority in aggregate principal amount
        of
        the Securities at the time outstanding, to execute supplemental indentures
        adding any provisions to or changing in any manner or eliminating any of
        the
        provisions of the Indenture or of any supplemental indenture or modifying
        in any
        manner the rights of the Securityholders; PROVIDED that no such supplemental
        indenture shall (i) extend the fixed maturity of any Security, or reduce
        the
        rate or extend the time of payment of Interest thereon, or reduce the principal
        amount thereof or reduce any amount payable upon redemption or repurchase
        thereof, or change the obligation of the Company to redeem any Security on
        a
        redemption date in a manner adverse to the Securityholders, or change the
        obligation of the Company to repurchase any Security at the option of a
        Securityholder on a Repurchase Date in a manner adverse to the Securityholders,
        or change the obligation of the Company to repurchase any Security upon the
        happening of a Designated Event in a manner adverse to the Securityholders,
        or
        impair the right of any Securityholder to institute suit for the payment
        thereof, or make the principal thereof or Interest payable in any coin or
        currency other than that provided in the Securities, or impair the right
        to
        convert the Securities into Common Stock or reduce the number of shares of
        Common Stock or any other property receivable by a Securityholder upon
        conversion subject to the terms set forth in the Indenture, including Section
        15.06 thereof, or modify the provisions of the Indenture with respect
        to the subordination of Securities in a manner adverse to the Securityholders
        in
        any material respect, in each case, without the consent of the holder of
        each
        Security so affected, or modify any of the provisions of Section 9.02 or
        Section
        5.07 thereof, except to increase any such percentage or to provide that certain
        other provisions of the Indenture cannot be modified or waived without the
        consent of the holder of each Security so affected, or change any obligation
        of
        the Company to maintain an office or agency in the places and for the purposes
        set forth in Section 3.01 thereof, or reduce the quorum or voting requirements
        set forth in Article 8 or (ii) reduce the aforesaid percentage of Securities,
        the holders of which are required to consent to any such supplemental indenture,
        without the consent of the holders of all Securities then outstanding. Subject
        to the provisions of the Indenture, the holders of a majority in aggregate
        principal amount of the Securities at the time outstanding may on behalf
        of the
        holders of all of the Securities waive any past default or Event of Default
        under the Indenture and its consequences except (A) a default in the payment
        of
        Interest, or the principal of, any of the Securities, (B) a failure by the
        Company to convert any Securities into Common Stock of the Company, (C) a
        default in the payment of the redemption price pursuant to Article 14 of
        the
        Indenture, (D) a default in the payment of the repurchase price pursuant
        to
        Article 14 of the Indenture, or (E) a default in respect of a covenant or
        provisions of the Indenture which under Article 9 of the Indenture cannot
        be
        modified or amended without the consent of the holders of each or all Securities
        then outstanding or affected thereby. Any such consent or waiver by the
        Securityholder of this Security (unless revoked as provided in the Indenture)
        shall be conclusive and binding upon such Securityholder and upon all future
        Securityholders and owners of this Security and any Securities which may
        be
        issued in exchange or substitution hereof, irrespective of whether or not
        any
        notation thereof is made upon this Security or such other
        Securities.

       

      The
        indebtedness evidenced by the Securities is, to the extent and in the manner
        provided in the Indenture, expressly subordinated and subject in right of
        payment to the prior payment in full of all Senior Indebtedness of the Company,
        whether outstanding at the date of the Indenture or thereafter incurred,
        and
        this Security is issued subject to the provisions of the Indenture with respect
        to such subordination. Each holder of this Security, by accepting the same,
        agrees to and shall be bound by such provisions and authorizes the Trustee
        on
        its behalf to take such action as may be necessary or appropriate to effectuate
        the subordination so provided and appoints the Trustee his attorney-in-fact
        for
        such purpose.

       

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


       

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

       

      The
        Securities are issuable in fully registered form, without coupons, in
        denominations of $1,000 principal amount and any multiple of $1,000. At the
        office or agency of the Company referred to on the face hereof, and in the
        manner and subject to the limitations provided in the Indenture, without
        payment
        of any service charge but with payment of a sum sufficient to cover any tax,
        assessment or other governmental charge that may be imposed in connection
        with
        any registration or exchange of Securities, Securities may be exchanged for
        a
        like aggregate principal amount of Securities of any other authorized
        denominations.

       

      At
        any
        time on or after August 20, 2008 and prior to maturity, the Securities may
        be
        redeemed at the option of the Company, in whole or in part, in multiples
        of
        $1,000 principal amount, upon mailing a notice of such redemption not less
        than
        30 days but not more than 60 days before the redemption date to the
        Securityholders at their last registered addresses, all as provided in the
        Indenture, at a redemption price equal to 100% of the principal amount of
        Securities being redeemed and accrued and unpaid Interest, to, but excluding,
        the redemption date; PROVIDED that if the redemption date falls after a record
        date and on or prior the corresponding interest payment date, then the Interest
        payable on such interest payment date shall be paid to the holders of record
        of
        such Securities on the applicable record date instead of the holders
        surrendering such Securities for redemption on such date.

       

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

       

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

       

      If
        a
        Designated Event occurs at any time prior to maturity of the Securities,
        the
        Company shall become obligated to purchase, at the option of the Securityholder,
        all or any portion of the Securities held by such Securityholder, on a date
        specified by the Company not less than twenty (20) and not more than thirty-five
        (35) business days after notice thereof at a repurchase price of 100% of
        the
        principal amount, plus any accrued and unpaid Interest, on such Security
        up to,
        but excluding, the Designated Event Repurchase Date; PROVIDED that if the
        repurchase date falls after a record date and on or prior the corresponding
        interest payment date, then the Interest payable on such interest payment
        date
        shall be paid to the holders of record of such Securities on the applicable
        record date instead of the holders surrendering such Securities for repurchase
        on such date. The Securities will be subject to repurchase in multiples of
        $1,000 principal amount. The Company shall mail to all holders of record
        of the
        Securities a notice of the occurrence of a Designated Event and of the
        repurchase right arising as
        a
        result thereof on or before the 15th day after the occurrence of such Designated
        Event. To exercise such right, a Securityholder shall deliver to the Company
        such Security with the form entitled "DESIGNATED EVENT REPURCHASE NOTICE"
        on the
        reverse thereof duly completed, together with the Security, duly endorsed
        for
        transfer, at any time prior to the close of business on the Designated Event
        Repurchase Date, and shall deliver the Securities to the Trustee (or other
        paying agent appointed by the Company) as set forth in the
        Indenture.

       

      Subject
        to the terms and conditions of the Indenture, the Company shall become obligated
        to purchase, at the option of the Securityholder, all or any portion of the
        Securities held by such Securityholder on August 15, 2008 in multiples of
        $1,000
        principal amount at a repurchase price of 100% of the principal amount, plus
        any
        accrued and unpaid Interest, on such Security up to August 15, 2008. To exercise
        such right, a Securityholder shall deliver to the Company such Security with
        the
        form entitled "REPURCHASE NOTICE" on the reverse thereof duly completed,
        together with the Security, duly endorsed for transfer, at any time from
        the
        opening of business on the date that is 20 Business Days prior to August
        15,
        2008 until the close of business on August 15, 2008, and shall deliver the
        Securities to the Trustee (or other paying agent appointed by the Company)
        as
        set forth in the Indenture.

       

      Securityholders
        have the right to withdraw any Designated Event Repurchase Notice or the
        Repurchase Notice, as the case may be, by delivering to the Trustee (or other
        paying agent appointed by the Company) a written notice of withdrawal up
        to the
        close of business on the Designated Event Repurchase Date or the Repurchase
        Date, as the case may be, all as provided in the Indenture.

       

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

       

      Subject
        to the occurrence of certain events and in compliance with the provisions
        of the
        Indenture, prior to the final maturity date of the Securities, the
        Securityholder hereof has the right, at its option, to convert each $1,000
        principal amount of the Securities into 73.0482 shares of the Company's Common
        Stock (a conversion price of approximately $13.69 per share), as such shares
        shall be constituted at the date of conversion and subject to adjustment
        from
        time to time as provided in the Indenture, upon surrender of this Security
        with
        the form entitled "CONVERSION NOTICE" on the reverse thereof duly completed,
        to
        the Company
        at the office or agency of the Company maintained for that purpose in accordance
        with the terms of the Indenture, or at the option of such Securityholder,
        the
        Corporate Trust Office, and, unless the shares issuable on conversion are
        to be
        issued in the same name as this Security, duly endorsed by, or accompanied
        by
        instruments of transfer in form satisfactory to the Company duly executed
        by,
        the Securityholder or by his duly authorized attorney. The Company will notify
        the Securityholder thereof of any event triggering the right to convert the
        Securities as specified above in accordance with the Indenture.

       

      No
        adjustment in respect of Interest on any Security converted or dividends
        on any
        shares issued upon conversion of such Security will be made upon any conversion
        except as set forth in the next sentence. If this Security (or portion hereof)
        is surrendered for conversion during the period from the close of business
        on
        any record date for the payment of interest to the close of business on the
        Business Day preceding the immediately following interest payment date, this
        Security (or portion hereof being converted) must be accompanied by payment,
        in
        immediately available funds or other funds acceptable to the Company, of
        an
        amount equal to the Interest otherwise payable on such interest payment date
        on
        the principal amount being converted; PROVIDED that no such payment shall
        be
        required (1) if the Company has specified a redemption date that is after
        a
        record date and prior to the next interest payment date, (2) if the Company
        has
        specified a repurchase date following a Designated Event that is during such
        period or (3) to the extent of any overdue Interest, if any overdue Interest
        exists at the time of conversion with respect to such Security.

       

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

       

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

       

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


       

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

       

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

       

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

       

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

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ABBREVIATIONS

       

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

       

      
        
          	
                  TEN
                    COM –

                  TEN
                    ENT -

                  JT
                    TEN -

                	
                  as
                    tenants in common

                  as
                    tenant by the entireties

                  as
                    joint tenants with right of 

                  survivorship
                    and not 

                  as
                    tenants in common

                	
                  UNIF
                    GIFT MIN ACT - ___ Custodian ___

                  (Cust)                    (Minor)

                  under
                    Uniform Gifts to Minors Act

                   

                  ___________________________

                                       
                    (State)

                


        

      

       

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

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      CONVERSION
        NOTICE

       

      TO:  
        ANDREW CORPORATION

               
        BNY
        MIDWEST TRUST COMPANY

       

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

       

      Dated:
        ______________________

       

       

      
        
          	 	 
	 	
                   

                   

                
	 	
                  Signature(s)

                   

                  Signature(s)
                    must be guaranteed by an "ELIGIBLE GUARANTOR INSTITUTION" meeting
                    the
                    requirements of the Security Registrar, which requirements include
                    membership or participation in the Security Transfer Agent Medallion
                    Program ("STAMP") or such other "SIGNATURE GUARANTEE PROGRAM"
                    as may be
                    determined by the Security Registrar in addition to, or in substitution
                    for, STAMP, all in accordance with the Securities Exchange Act
                    of 1934, as
                    amended.

                  
                     

                  

                   

                
	 	
                  Signature
                    Guarantee

                


        

      

       

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

       

      _____________________________

      (Name)

       

      _____________________________

      (Street
        Address)

       

      _____________________________

      (City,
        State and Zip Code)

       

      _____________________________

      Please
        print name and address

       

      _____________________________

      Principal
        amount to be converted 

      (if
        less
        than all):

       

      $________________________________

       

      
        	
                 

              	
                Social
                  Security or Other Taxpayer 

                Identification
                  Number:

              


      

       

      _____________________________


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      DESIGNATED
        EVENT REPURCHASE NOTICE

       

      TO:    
        ANDREW CORPORATION

      BNY
        MIDWEST TRUST COMPANY

       

      The
        undersigned registered owner of this Security hereby irrevocably acknowledges
        receipt of a notice from Andrew Corporation (the "COMPANY") regarding the
        right
        of Securityholders to elect to require the Company to repurchase the Securities
        upon the occurrence of a Designated Event with respect to the Company and
        requests and instructs the Company to repurchase this Security, or the portion
        thereof (which is $1,000 or an integral multiple thereof) below designated,
        in
        accordance with the terms and conditions of the Indenture at the price of
        100%
        of such entire principal amount or portion thereof, together with accrued
        and
        unpaid Interest to, but excluding, the Designated Event Repurchase Date,
        to the
        registered Securityholder hereof. Capitalized terms used herein but not defined
        shall have the meanings ascribed to such terms in the Indenture.

       

      Dated:
        

       

      Signature(s):

       

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

       

      Security
        Certificate Number (if applicable):

       

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

       

      Social
        Security or Other Taxpayer Identification Number:

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        REPURCHASE
          NOTICE

      

       

      TO:     ANDREW
        CORPORATION

      BNY
        MIDWEST TRUST COMPANY

       

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

       

      Dated:
        

       

      Signature(s):

       

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

       

      Security
        Certificate Number (if applicable):

       

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

       

      Social
        Security or Other Taxpayer Identification Number:

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ASSIGNMENT

       

       

          For
        value
        received  _____________________________________ hereby sell(s)
        assign(s) and
        transfer(s) unto ________________________  (Please insert social
security
        or other Taxpayer Identification Number of assignee) the within Security,
        and
        hereby irrevocably constitutes and appoints ___________________ attorney
        to transfer said Security on the

      books
        of
        the Company, with full power of substitution in the premises.

       

          In
        connection
        with any transfer of the Security prior to the expiration of the holding
        period
        applicable to sales thereof under Rule 144(k) under the Securities Act (or
        any
        successor provision) (other than any transfer pursuant to a registration
        statement that has been declared effective under the Securities Act), the
        undersigned confirms that such Security is being transferred:

       

      
         

        
          	
                   

                	
                  /
                    /
                    To Andrew Corporation or a subsidiary thereof;
                    or

                


        

      

       

      
        	
                 

              	
                /
                  /
                  To a "QUALIFIED INSTITUTIONAL BUYER" in compliance with Rule 144A
                  under
                  the Securities Act of 1933, as amended;
                  or

              


      

       

      
        	
                 

              	
                /
                  /
                  Pursuant to and in compliance with Rule 144 under the Securities
                  Act of
                  1933, as amended; or

              


      

       

      
        	
                 

              	
                /
                  /
                  Pursuant to a Registration Statement which has been declared effective
                  under the Securities Act of 1933, as amended, and which continues
                  to be
                  effective at the time of transfer;

              


      

       

      and
        unless the Security has been transferred to Andrew Corporation or a subsidiary
        thereof, the undersigned confirms that such Security is not being transferred
        to
        an "AFFILIATE" of the Company as defined in Rule 144 under the Securities
        Act of
        1933, as amended.

       

          UNLESS
        ONE OF
        THE BOXES IS CHECKED, THE TRUSTEE WILL REFUSE TO REGISTER ANY OF THE SECURITIES
        EVIDENCED BY THIS CERTIFICATE IN THE NAME OF ANY PERSON OTHER THAN THE
        REGISTERED HOLDER THEREOF.

       

      Dated:
        ____________________________

       

      
         

        
          
            	 	 
	 	
                     

                     

                  
	 	
                    Signature(s)

                     

                    Signature(s)
                      must be guaranteed by an "ELIGIBLE GUARANTOR INSTITUTION" meeting
                      the
                      requirements of the Security Registrar, which requirements
                      include
                      membership or participation in the Security Transfer Agent
                      Medallion
                      Program ("STAMP") or such other "SIGNATURE GUARANTEE PROGRAM"
                      as may be
                      determined by the Security Registrar in addition to, or in
                      substitution
                      for, STAMP, all in accordance with the Securities Exchange
                      Act of 1934, as
                      amended.

                    
                       

                    

                     

                  
	 	
                    Signature
                      Guarantee

                  


          

        

         

      

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

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Schedule
        I(3)

       

      ANDREW
        CORPORATION

      3
        1/4% Convertible Subordinated Security Due
        2013

       

       

       

       

      No.  
        _____________

       

       

      
        	 	 	 Notation
                Explaining Principal	 Authorized
                Signature
	 Date	 Principal
                Amount	 Amount
                Recorded	 of
                Trustee or
	 	 	 	 Custodian


      

                                                                  

                                                                                                                            
        

       

       

       

      _____________________

      (3)
        Include for Global Securities only.