<PAGE>
                                                                    EXHIBIT 4.4


                              WORLD AIRWAYS, INC.
                                      AND
                              WACHOVIA BANK, N.A.,
                                   AS TRUSTEE
                                   INDENTURE
                            DATED AS OF ______, 2003
                                  $ 40,545,000
            8.0% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2009


<PAGE>
Reconciliation and tie between the Trust Indenture Act of 1939 and Indenture
dated as of August 1, 1997*:


<TABLE>
<S>                                                                                                  <C>
310(a)(1) ....................................................................................................609
   (a)(2).....................................................................................................609
   (a)(3)..........................................................................................Not Applicable
   (a)(4)..........................................................................................Not Applicable
   (a)(5).....................................................................................................609
   (b)........................................................................................................608
   (c).............................................................................................Not Applicable

311(a)........................................................................................................613
   (b)........................................................................................................613
   (c).............................................................................................Not Applicable

312(a)................................................................................................701, 702(a)
   (b).....................................................................................................702(b)
   (c).....................................................................................................702(c)

313(a).....................................................................................................703(a)
   (b).....................................................................................................703(a)
   (c).....................................................................................................703(a)
   (d).....................................................................................................703(b)

314(a)........................................................................................................704
   (a)(4)....................................................................................................1004
   (b).............................................................................................Not Applicable
   (c)(1).....................................................................................................102
   (c)(2).....................................................................................................102
   (c)(3)..........................................................................................Not Applicable
   (d).............................................................................................Not Applicable
   (e)........................................................................................................102
   (f).............................................................................................Not Applicable

315(a)........................................................................................................601
   (b)........................................................................................................602
   (c)........................................................................................................601
   (d)........................................................................................................601
   (e)........................................................................................................514

316(a)(1)(A).............................................................................................502, 512
   (a)(1)(B)..................................................................................................513
   (a)(2)..........................................................................................Not Applicable
   (b)........................................................................................................508
   (c).....................................................................................................104(c)

317(a)(1) ....................................................................................................503
   (a)(2).....................................................................................................504
   (b).......................................................................................................1003

318(a)........................................................................................................107
</TABLE>

---------
*        This table shall not, for any purpose, be deemed to be a part of the
         Indenture.


                                       I
<PAGE>
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                               PAGE

<S>                                                                                                            <C>
Parties  .........................................................................................................1
Recitals of the Company...........................................................................................1

ARTICLE ONE     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...........................................1

   SECTION 101. Definitions.......................................................................................1
      Act.........................................................................................................2
      Affiliate...................................................................................................2
      Authenticating Agent........................................................................................2
      Beneficial Owner............................................................................................2
      Board of Directors..........................................................................................2
      Board Resolution............................................................................................2
      Business Day................................................................................................2
      Closing Date................................................................................................2
      Closing Price...............................................................................................2
      Commission..................................................................................................2
      Common Stock................................................................................................2
      Company.....................................................................................................3
      Company Request\ or \Company Order..........................................................................3
      Corporate Trust Office......................................................................................3
      Corporation.................................................................................................3
      Current Market Price........................................................................................3
      Defaulted Interest..........................................................................................3
      Event of Default............................................................................................3
      Exchange Act................................................................................................3
      Holder......................................................................................................3
      Indenture...................................................................................................3
      Interest Payment Date.......................................................................................3
      Mandatory Conversion........................................................................................3
      Mandatory Conversion Date...................................................................................3
      Material Subsidiary.........................................................................................3
      Maturity....................................................................................................3
      Officers' Certificate.......................................................................................4
      Opinion of Counsel..........................................................................................4
      Outstanding.................................................................................................4
      Paying Agent................................................................................................4
      Person......................................................................................................4
      Predecessor Security........................................................................................5
      Record Date.................................................................................................5
      Redemption Date.............................................................................................5
      Redemption Price............................................................................................5
      Regular Record Date.........................................................................................5
      Responsible Officer.........................................................................................5
      Securities Act..............................................................................................5
      Security Register and Security Registrar....................................................................5
      Senior Indebtedness.........................................................................................5
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>                                                                                                              <C>

      Special Record Date.........................................................................................5
      Stated Maturity.............................................................................................6
      Subordinated Indebtedness...................................................................................6
      Subsidiary..................................................................................................6
      Trust Indenture Act.........................................................................................6
      Trustee.....................................................................................................6
      Vice President..............................................................................................6

   SECTION 102. Compliance Certificates and Opinions..............................................................6

   SECTION 103. Form of Documents Delivered to Trustee............................................................7

   SECTION 104. Acts of Holders; Record Dates.....................................................................7

   SECTION 105. Notices, Etc., to Trustee and Company.............................................................8

   SECTION 106. Notice to Holders; Waiver.........................................................................9

   SECTION 107. Conflict with Trust Indenture Act.................................................................9

   SECTION 108. Effect of Headings and Table of Contents..........................................................9

   SECTION 109. Successors and Assigns............................................................................9

   SECTION 110. Separability Clause...............................................................................9

   SECTION 111. Benefits of Indenture............................................................................10

   SECTION 112. Governing Law....................................................................................10

   SECTION 113. Legal Holidays...................................................................................10

   SECTION 114. No Security Interest Created.....................................................................10

   SECTION 115. Limitation on Individual Liability...............................................................10

ARTICLE TWO      SECURITY FORMS..................................................................................11

   SECTION 201. Forms Generally..................................................................................11

   SECTION 202. Form of Face of Security.........................................................................11

   SECTION 203. Form of Reverse of Global Securities and Certificated Security...................................12

   SECTION 204. Form of Trustee's Certificate of Authentication..................................................17

ARTICLE THREE    THE SECURITIES..................................................................................18

   SECTION 301. Title and Terms..................................................................................18

   SECTION 302. Denominations....................................................................................18

   SECTION 303. Execution, Authentication, Delivery and Dating...................................................18

   SECTION 304. Registration, Transfer and Exchange..............................................................19

   SECTION 305. Temporary Securities.............................................................................20

   SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.................................................20

   SECTION 307. Payment of Interest; Interest Rights Preserved...................................................21
</TABLE>


                                      ii
<PAGE>
<TABLE>
<S>                                                                                                              <C>
   SECTION 308. Persons Deemed Owners............................................................................22

   SECTION 309. Cancellation.....................................................................................22

   SECTION 310. Computation of Interest..........................................................................23

   SECTION 311. CUSIP Number.....................................................................................23

ARTICLE FOUR     SATISFACTION AND DISCHARGE......................................................................23

   SECTION 401. Satisfaction and Discharge of Indenture..........................................................23

   SECTION 402. Repayment to Company.............................................................................23

ARTICLE FIVE     REMEDIES........................................................................................24

   SECTION 501. Events of Default................................................................................24

   SECTION 502. Acceleration of Maturity; Rescission and Annulment...............................................26

   SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee..................................27

   SECTION 504. Trustee May File Proofs of Claim.................................................................27

   SECTION 505. Trustee May Enforce Claims Without Possession of Securities......................................28

   SECTION 506. Application of Money Collected...................................................................28

   SECTION 507. Limitation on Suits..............................................................................28

   SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert.........29

   SECTION 509. Restoration of Rights and Remedies...............................................................29

   SECTION 510. Rights and Remedies Cumulative...................................................................29

   SECTION 511. Delay or Omission Not Waiver.....................................................................30

   SECTION 512. Control by Holders...............................................................................30

   SECTION 513. Waiver of Past Defaults..........................................................................30

   SECTION 514. Undertaking for Costs............................................................................31

ARTICLE SIX     THE TRUSTEE......................................................................................31

   SECTION 601. Certain Duties and Responsibilities..............................................................31

   SECTION 602. Notice of Defaults...............................................................................32

   SECTION 603. Certain Rights of Trustee........................................................................32

   SECTION 604. Not Responsible for Recitals or Issuance of Securities...........................................33

   SECTION 605. May Hold Securities..............................................................................33

   SECTION 606. Money Held in Trust..............................................................................34

   SECTION 607. Compensation and Reimbursement...................................................................34

   SECTION 608. Disqualification; Conflicting Interests..........................................................35
</TABLE>


                                      iii
<PAGE>
<TABLE>
<S>                                                                                                              <C>
   SECTION 609. Corporate Trustee Required; Eligibility..........................................................35

   SECTION 610. Resignation and Removal; Appointment of Successor................................................35

   SECTION 611. Acceptance of Appointment by Successor...........................................................36

   SECTION 612. Merger, Conversion, Consolidation or Succession to Business......................................37

   SECTION 613. Preferential Collection of Claims Against Company................................................37

   SECTION 614. Appointment of Authenticating Agent..............................................................37

ARTICLE SEVEN   HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY................................................39

   SECTION 701. Company to Furnish Trustee Names and Addresses of Holders........................................39

   SECTION 702. Preservation of Information; Communications to Holders...........................................39

   SECTION 703. Reports by Trustee...............................................................................40

   SECTION 704. Reports by Company...............................................................................40

ARTICLE EIGHT   CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.............................................40

   SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.............................................40

   SECTION 802. Successor Substituted............................................................................41

ARTICLE NINE    SUPPLEMENTAL INDENTURES..........................................................................41

   SECTION 901. Supplemental Indentures Without Consent of Holders...............................................41

   SECTION 902. Supplemental Indentures With Consent of Holders..................................................42

   SECTION 903. Execution of Supplemental Indentures.............................................................43

   SECTION 904. Effect of Supplemental Indentures................................................................43

   SECTION 905. Conformity with Trust Indenture Act..............................................................43

   SECTION 906. Reference in Securities to Supplemental Indentures...............................................43

   SECTION 907. Notice of Supplemental Indenture.................................................................43

ARTICLE TEN     COVENANTS........................................................................................43

   SECTION 1001. Payment of Principal, Premium and Interest......................................................43

   SECTION 1002. Maintenance of Office or Agency.................................................................44

   SECTION 1003. Money for Security Payments to Be Held in Trust.................................................44

   SECTION 1004. Statement by Officers as to Default.............................................................45

   SECTION 1005. Existence.......................................................................................45

   SECTION 1006. Maintenance of Properties.......................................................................45

   SECTION 1007. Payment of Taxes................................................................................46
</TABLE>


                                      iv
<PAGE>
<TABLE>
<S>                                                                                                              <C>
   SECTION 1008. Waiver of Certain Covenants.....................................................................46

ARTICLE ELEVEN     REDEMPTION OF SECURITIES......................................................................46

   SECTION 1101. Right of Redemption.............................................................................46

   SECTION 1102. Applicability of Article........................................................................46

   SECTION 1103. Election to Redeem; Notice to Trustee...........................................................46

   SECTION 1104. Selection by Trustee of Securities to be Redeemed...............................................47

   SECTION 1105. Notice of Redemption............................................................................47

   SECTION 1106. Deposit of Redemption Price.....................................................................48

   SECTION 1107. Securities Payable on Redemption Date...........................................................48

   SECTION 1108. Securities Redeemed in Part.....................................................................48

ARTICLE TWELVE     SUBORDINATION OF SECURITIES...................................................................49

   SECTION 1201. Securities Subordinated to Senior Indebtedness..................................................49

   SECTION 1202. Payment Over of Proceeds Upon Dissolution, Etc..................................................49

   SECTION 1203. Prior Payment to Senior Indebtedness upon Acceleration of Securities............................50

   SECTION 1204. No Payment When Senior Indebtedness in Default..................................................50

   SECTION 1205. Payment Permitted If No Default.................................................................51

   SECTION 1206. Subrogation to Rights of Holders of Senior Indebtedness.........................................51

   SECTION 1207. Provisions Solely to Define Relative Rights.....................................................52

   SECTION 1208. Trustee to Effectuate Subordination.............................................................52

   SECTION 1209. No Waiver of Subordination Provisions...........................................................52

   SECTION 1210. Notice to Trustee...............................................................................52

   SECTION 1211. Reliance on Judicial Order or Certificate of Liquidating Agent..................................53

   SECTION 1212. Trustee Not Fiduciary for Holders of Senior Indebtedness........................................53

   SECTION 1213. Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights............54

   SECTION 1214. Article Applicable to Paying Agents.............................................................54

   SECTION 1215. Certain Conversions Deemed Payment..............................................................54

   SECTION 1216. No Suspension of Remedies.......................................................................54

ARTICLE THIRTEEN   CONVERSION OF SECURITIES......................................................................55

   SECTION 1301. Conversion Privilege and Conversion Price.......................................................55

   SECTION 1302. Exercise of Conversion Privilege................................................................55

   SECTION 1303. Mandatory Conversion............................................................................56
</TABLE>


                                       v
<PAGE>
<TABLE>
<S>                                                                                                              <C>
   SECTION 1304. Fractions of Shares.............................................................................57

   SECTION 1305. Adjustment of Conversion Price..................................................................57

   SECTION 1306. Notice of Adjustments of Conversion Price.......................................................62

   SECTION 1307. Notice of Certain Corporate Action..............................................................63

   SECTION 1308. Company to Reserve Common Stock.................................................................64

   SECTION 1309. Taxes on Conversions............................................................................64

   SECTION 1310. Covenant as to Common Stock.....................................................................64

   SECTION 1311. Cancellation of Converted Securities............................................................64

   SECTION 1312. Effect of Consolidation, Merger or Sale of Assets...............................................64

   SECTION 1313. Trustee's Disclaimer............................................................................65


ARTICLE FOURTEEN    RIGHT TO REQUIRE REPURCHASE..................................................................65

   SECTION 1401. Right to Require Repurchase.....................................................................65

   SECTION 1402. Notice; Method of Exercising Repurchase Right...................................................66

   SECTION 1403. Deposit of Repurchase Price.....................................................................67

   SECTION 1404. Securities Not Repurchased on Repurchase Date...................................................67

   SECTION 1405. Securities Repurchased in Part..................................................................67

   SECTION 1406. Certain Definitions.............................................................................67
</TABLE>


                                      vi
<PAGE>
         INDENTURE, dated as of __________, 2003, between WORLD AIRWAYS, INC.,
a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal executive offices
at The HLH Building, 101 World Drive, Peachtree City, Georgia 30269, and
Wachovia Bank, N.A. a duly organized national banking association existing
under the laws of the United States, as Trustee (herein called the "Trustee").

                            RECITALS OF THE COMPANY

         The Company has duly authorized the creation of an issue of its 8.0%
Convertible Senior Subordinated Debentures due 2009 (herein called the
"Securities") of substantially the tenor and amount hereinafter set forth, and
to provide therefor the Company has duly authorized the execution and delivery
of this Indenture.

         All things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows:

                                  ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.      Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

                  (1)      the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular;

                  (2)      all other terms used herein which are defined in the
         Trust Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                  (3)      all accounting terms not otherwise defined herein
         have the meanings assigned to them in accordance with generally
         accepted accounting principles, and, except as otherwise herein
         expressly provided, the term "generally accepted accounting
         principles" with respect to any computation required or permitted
         hereunder shall mean such accounting principles as are generally
         accepted and accepted and adopted by the Company at the date of this
         Indenture; and


<PAGE>
                  (4)      the words "herein," "hereof" and "hereunder" and
         other words of similar import refer to this Indenture as a whole and
         not to any particular Article, Section or other subdivision.

         Certain terms used in Articles Twelve and Thirteen are defined in such
Articles.

         "Act," when used with respect to any Holder, has the meaning specified
in Section 104.

         "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 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.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities.

         The term "Beneficial Owner" is determined in accordance with Rule
13d-3, promulgated by the Commission under the Exchange Act.

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

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification and delivered to the Trustee.

         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York, New York
or the city in which the Corporate Trust Office is located are authorized or
obligated to close by law or executive order.

         "Closing Date" means _______, 2003.

         "Closing Price" has the meaning specified in Section 1305(h).

         "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 instrument 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" includes 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. However, subject
to the provisions of Section 1312, 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 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


                                       2
<PAGE>
such resulting class, the shares of each such class then so issuable 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 Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President
or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

         "Corporate Trust Office" means the principal corporate trust office of
the Trustee at which, at any particular time, its corporate trust business
shall be administered, which office at the date of execution of this Indenture
is located at ________________________.

         "Corporation" means a corporation, association, company, joint-stock
company and business trust.

         "Current Market Price" has the meaning specified in Section 1304.

         "Defaulted Interest" has the meaning specified in Section 307.

         "Event of Default" has the meaning specified in Section 501.

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

         "Holder" means a Person in whose name a Security is registered in the
Security Register.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

         "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

         "Mandatory Conversion" has the meaning specified in Section 1303.

         "Mandatory Conversion Date" has the meaning specified in Section 1303.

         "Material Subsidiary" means a Subsidiary meeting the definition of
"significant subsidiary" as defined in Section 1-02(w) of Regulation S-X under
the Securities Act.

         "Maturity," when used with respect to any Security, means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity thereof or by declaration of
acceleration, redemption or otherwise.


                                       3
<PAGE>
         "Officers' Certificate" means a certificate, in form reasonably
satisfactory to the Trustee, signed by the Chairman of the Board, the Chief
Executive Officer, the President or a Vice President, and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company,
and delivered to the Trustee. One of the officers signing an Officers'
Certificate given pursuant to Section 1004 shall be the principal executive,
financial or accounting officer of the Company.

         "Opinion of Counsel" means a written opinion, in form reasonably
satisfactory to the Trustee, of counsel, who may be counsel for or an employee
of the Company, and who shall be acceptable to the Trustee.

         "Outstanding," when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

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

                  (2)      Securities, or portions thereof, for the payment or

         redemption of which moneys in the necessary amount have been
         theretofore deposited with the Trustee or any Paying Agent (other than
         the Company) in trust or set aside and segregated in trust by the
         Company (if the Company shall act as its own Paying Agent) for the
         Holders of such Securities; provided, that if such Securities, or
         portions thereof, are to be redeemed, notice of such redemption has
         been duly given pursuant to this Indenture or provision for such
         notice satisfactory to the Trustee has been made; and

                  (3)      Securities which have been paid pursuant to Section
         306 or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by
         a bona fide purchaser in whose hands such Securities are valid
         obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of and premium, if any, or interest on any Securities on behalf of
the Company.

         "Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.


                                       4
<PAGE>
         "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 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "Record Date" means either a Regular Record Date or a Special Record
Date, as applicable.

         "Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "Redemption Price," when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture on the applicable Redemption Date.

         "Regular Record Date," for the interest payable on any Interest
Payment Date means February 11 or August 11 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date.

         "Responsible Officer" means, when used with respect to the Trustee,
any officer of the Trustee with direct responsibility for the administration of
this Indenture or who is otherwise exercising judgment with respect to this
Indenture.

         "Securities Act" means the Securities Act of 1933, as amended, and all
rules and regulations promulgated thereunder.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 304.

         "Senior Indebtedness" means the principal of and premium, if any, and
interest on (a) all indebtedness of the Company for money borrowed, whether
outstanding on the date of execution of this Indenture or thereafter created,
incurred or assumed, except any such other indebtedness that by the terms of
the instrument or instruments by which such indebtedness was created or
incurred expressly provides that it (i) is junior in right of payment to the
Securities or (ii) ranks pari passu in right of payment with the Securities,
and (b) any amendments, renewals, extensions, modifications, refinancings and
refundings of the foregoing. For the purposes of this definition, "indebtedness
for money borrowed" when used with respect to the Company means (i) any
obligation of, or any obligation guaranteed by, the Company for the repayment
of borrowed money (including, without limitation, fees, penalties or other
obligations in respect thereof), whether or not evidenced by bonds, debentures,
notes or other written instruments and reimbursement obligations for letters of
credit, (ii) any deferred payment obligation of, or any such obligation
guaranteed by, the Company for the payment of the purchase price of property or
assets evidenced by a note or similar instrument, and (iii) any obligations and
other liabilities (contingent or otherwise) of, or any such obligation
guaranteed by, the Company for the payment of rent or other amounts under a
lease of property or assets which obligation is required to be classified and
accounted for as a capitalized lease on the balance sheet of the Company under
generally accepted accounting principles.

         "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 307.


                                       5
<PAGE>
         "Stated Maturity," when used with respect to any Security or any
installment of interest thereon, means the date specified in such Security as
the fixed date on which the principal of such Security or such installment of
interest is due and payable.

         "Subordinated Indebtedness" means the principal of and premium, if
any, and interest on all indebtedness of the Company for money borrowed,
whether outstanding on the date of execution of this Indenture or thereafter
created, incurred or assumed, that by the terms of the instrument or
instruments by which such indebtedness was created or incurred expressly
provides that it is junior in right of payment to the Securities.

         "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by
one or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

         "Vice President," when used with respect to the Company means any vice
president, whether or not designated by a number or a word or words added
before or after the title "vice president."

Section 102.      Compliance Certificates and Opinions.

         Upon any application or request by the Company to the Trustee to take
any action under any provision 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 (including any covenants compliance with
which constitutes a condition precedent) 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, if any, have been complied with,
except that in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (1)      a statement that each individual or firm signing
         such certificate or opinion has read such covenant or condition and
         the definitions herein relating thereto;

                  (2)      a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;


                                       6
<PAGE>
                  (3)      a statement that, in the opinion of each such
         individual or such firm, he has or they have made such examination or
         investigation as is necessary to enable him or them 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, in the opinion of each
         such individual or such firm, such condition or covenant has been
         complied with.

Section 103.      Form of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate of public officials or upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

Section 104.      Acts of Holders; Record Dates.

                  (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Section 601) conclusive in favor
of the Trustee and the Company, if made in the manner provided in this Section.

                  (b)      The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Where


                                       7
<PAGE>
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

                  (c)      The Company may, in the circumstances permitted by
the Trust Indenture Act, fix any day as the record date for the purpose of
determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote
on any action, authorized or permitted to be given or taken by Holders. If not
set by the Company prior to the first solicitation of a Holder made by any
Person in respect of any such action, or, in the case of any such vote, prior
to such vote, the record date for any such action or vote shall be the 30th day
(or, if later, the date of the most recent list of Holders required to be
provided pursuant to Section 701) prior to such first solicitation or vote, as
the case may be. With regard to any record date, only the Holders on such date
(or their duly designated proxies) shall be entitled to give or take, or vote
on, the relevant action. Notwithstanding the foregoing, the Company shall not
set a record date for, and the provisions of this paragraph shall not apply
with respect to, any Act by the Holders pursuant to Section 501, 502 or 512.

                  (d)      The ownership of Securities shall be proved by the
Security Register.

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

                  (f)      Without limiting the foregoing, a Holder entitled
hereunder to give or take any action hereunder with regard to any particular
Security may do so with regard to all or any part of the principal amount of
such Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any different part of such
principal amount.

Section 105.      Notices, Etc., to Trustee and Company.

         Any Act of Holders or other documents provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

                  (1)      the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at ____________________, or at
         any other address previously furnished in writing to the Holders and
         the Company by the Trustee; or

                  (2)      the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, registered or certified
         with postage prepaid, to the Company, addressed to it at the address
         of its principal office specified in the first paragraph of this
         instrument or at any other address previously furnished in writing to
         the Trustee by the Company.

All such notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, registered or


                                       8
<PAGE>
certified with postage prepaid, if mailed; when answered back if telexed; when
receipt is acknowledged, if telecopied; and the next Business Day after timely
delivery to the courier, if sent by nationally recognized overnight air courier
guaranteeing next day delivery.

Section 106.      Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.
Where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Any notice
mailed to a Holder in the aforesaid manner shall be conclusively deemed to have
been received by such Holder, whether or not such Holder actually receives such
notice.

         In case, by reason of the suspension of or irregular mail service or
by reason of any other cause it shall be impracticable to give notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

Section 107.      Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with the duties
imposed by any of Sections 310 through 317, inclusive, of the Trust Indenture
Act through the operation of Section 318(c) thereof, the imposed duties shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

Section 108.      Effect of Headings and Table of Contents.

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

Section 109.      Successors and Assigns.

         All covenants and agreements in this Indenture by the Company and the
Trustee shall bind each of their successors and assigns, whether so expressed
or not.

Section 110.      Separability Clause.

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


                                       9
<PAGE>
Section 111.      Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, the Holders of Securities and, with respect to Article Twelve, the
holders of Senior Indebtedness, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

Section 112.      Governing Law.

         This Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York, without regard to the
principles of conflicts of laws thereof. This Indenture shall be subject to,
and governed by, the provisions of the Trust Indenture Act that are required to
be part of and to govern indentures qualified thereunder.

Section 113.      Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security or the last date on which a Holder has the right to
convert his Securities shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Securities) payment of interest or
principal and premium if any, or conversion 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 Interest Payment Date or Redemption Date, or
at the Stated Maturity, or on such last day for conversion; provided, that no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be, to the next succeeding
Business Day.

Section 114.      No Security Interest Created.

         Nothing in this Indenture or in the Securities, express 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 where property of the Company or its Subsidiaries is
or may be located.

Section 115.      Limitation on Individual Liability.

         No recourse under or upon any obligation, covenant or agreement
contained in this Indenture or in any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Company or any successor corporation, either directly or through the Company,
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 this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, the incorporators, shareholders,
officers or directors, as such, of the Company or any successor Person, or any
of them, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any Security or implied therefrom; and that any and all
such personal liability of every name and nature, either at common law or in
equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, shareholder, officer or director, as
such, because of the creation of the indebtedness hereby authorized, or under
or by reason of the obligations, covenants or


                                      10
<PAGE>
agreements contained in this Indenture or in any Security or implied therefrom,
are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issuance of such
Security.

                                  ARTICLE TWO

                                 SECURITY FORMS

Section 201.      Forms Generally.

         The Securities and the Trustee's certificate of authentication shall
be in substantially the forms set forth in this Article, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with any organizational document, any applicable law or with
the rules of any securities exchange on which the Securities are listed or as
may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities.

Section 202.      Form of Face of Security.

WORLD AIRWAYS, INC.

8.0% Convertible Senior Subordinated Debentures due 2009

No.                                                      $
   --------------                                         ---------------------

         World Airways, Inc., a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _________________________, or
registered assigns, the principal sum of _____________ Dollars on August 26,
2009, and to pay interest thereon from the date of original issuance of
Securities pursuant to the Indenture or from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on February 26 and August 26 in each year, commencing February
26, 2004, at the rate of 8.0% per annum, until the principal hereof is paid or
made available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be February 11 and August 11
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. Notice of a Special
Record Date shall be given to Holders of Securities not less than 10 days prior
to such Special Record Date. Payment of the principal of, premium, if any, and
interest on the Securities shall be made in money of the United States that at
the time of payment is legal tender for payment of public and private debts.
Each installment of interest on the


                                      11
<PAGE>
Securities shall be paid by wire transfer of immediately available funds to the
accounts specified by the Holders thereof entitled to such interest or, if no
such account is specified, by mailing a check to each such Holder's registered
address. The Holders must surrender the Securities to a Paying Agent to collect
principal and premium payments on the Securities.

         Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


Dated:          , 2003                             WORLD AIRWAYS, INC.
      ---------

                                        By
                                          -------------------------------------


Attest:
       --------------------------

Section 203.      Form of Reverse of Global Securities and Certificated
                  Security.

         This Security is one of a duly authorized issue of Securities of the
Company designated as its 8.0% Convertible Senior Subordinated Debentures due
2009 (herein called the "Securities"), limited in aggregate principal amount to
$_____________, issued under an Indenture, dated as of ______, 2003 (herein
called the "Indenture"), between the Company and Wachovia Bank, N.A., as
Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee, the holders of Senior Indebtedness and the Holders of the Securities
and of the terms upon which the Securities are, and are to be, authenticated
and delivered.

         Subject to and upon compliance with the provisions of the Indenture,
the Holder of this Security is entitled, at his option, at any time (i) after
the average of the daily Closing Prices of the Common Stock for any 20 Trading
Days out of 30 consecutive Trading Days is at least 20% greater than the
conversion price then in effect (the "Optional Conversion Trading Price
Requirement") and (ii) on or before the close of business on August 26, 2009,
or in case this Security or a portion hereof is called for redemption, then in
respect of this Security or such portion hereof until and including, but
(unless the Company defaults in making the payment due upon redemption) not
after, the close of business on the second Business Day preceding the
Redemption Date, to convert the principal amount of this Security (or any
portion of the principal amount hereof which is $1,000 or an integral multiple
thereof), into fully paid and non-assessable whole shares (calculated as to
each conversion to the nearest 1/100th of a share) of Common Stock at a
conversion price of $3.20 per share (or at the current adjusted conversion
price if an adjustment has been made as provided in the Indenture). The


                                      12
<PAGE>
Company may, at its option, at any time, waive the Optional Conversion Trading
Price Requirement by giving written notice of such waiver to the Trustee and
the Holders. The Holder of this Security may exercise this conversion option by
surrender of this Security, duly endorsed or assigned to the Company or in
blank, to the Company at its office or agency maintained for that purpose
pursuant to Section 1002 of the Indenture, accompanied by written notice to the
Company in the form provided in this Security (or such other notice as is
acceptable to the Company) that the Holder hereof elects to convert this
Security, or if less than the entire principal amount hereof is to be
converted, the portion hereof to be converted, and, in case such surrender
shall be made during the period after the close of business on any Regular
Record Date next preceding any Interest Payment Date and prior to the opening
of business on such Interest Payment Date (unless this Security or the portion
thereof being converted has been called for redemption), also accompanied by
payment in New York Clearing House funds, or other funds acceptable to the
Company of an amount equal to the interest payable on such Interest Payment
Date on the principal amount of this Security then being converted. The number
of shares of Common Stock into which this Security or portion hereof
surrendered for conversion is convertible is determined by dividing the
principal amount of this Security or portion hereof surrendered for conversion
by the conversion price in effect on the date of conversion. Subject to the
aforesaid requirement for payment and, in the case of a conversion after the
Regular Record Date next preceding any Interest Payment Date and prior to such
Interest Payment Date, to the right of the Holder of this Security (or any
Predecessor Security) of record at such Regular Record Date to receive an
installment of interest (with certain exceptions provided in the Indenture), no
payment or adjustment is to be made upon conversion at the option of a Holder
on account of any interest accrued hereon or on account of any dividends on the
Common Stock issued upon conversion.

         The Securities are subject to mandatory conversion ("Mandatory
Conversion") in the event: (i) the average of the daily Closing Prices of the
Common Stock for any 20 Trading Days out of 30 consecutive Trading Days ending
on or before August 26, 2005, is at least 87.5% greater than the conversion
price then in effect or (ii) the average of the daily Closing Prices of the
Common Stock for any 20 Trading Days out of 30 consecutive Trading Days ending
after August 26, 2005, is at least 25% greater than the Conversion Price then
in effect. The Securities shall be automatically converted on the 10th Business
Day following the first day on which the conditions to Mandatory Conversion
have been satisfied (the "Mandatory Conversion Date"). The Company shall give
the Trustee and the Holders written notice of the occurrence of a Mandatory
Conversion and the Mandatory Conversion Date as soon as practicable following
the first date on which the conditions to the Mandatory Conversion have been
satisfied. Upon a Mandatory Conversion, the Securities shall be deemed to have
been converted immediately prior to the close of business on the Mandatory
Conversion Date into that number of fully paid and non-assessable whole shares
(calculated to the nearest 1/100th of a share) of Common Stock determined by
dividing the aggregate principal amount of the Securities then Outstanding by
the conversion price in effect on the Mandatory Conversion Date. On the
Mandatory Conversion Date the rights of the Holders of the Securities as
Holders under the Indenture shall cease, and the Person or Persons entitled to
receive the Common Stock issuable upon Mandatory Conversion shall be treated
for all purposes as the record holder or holders of such Common Stock as of the
Mandatory Conversion Date. The interest accrued on the Securities to the
Mandatory Conversion Date shall be paid to the Holders upon surrender of the
Securities for conversion (subject to the right of Holders of record on the
relevant Regular Record Date to receive interest due on an Interest Payment
Date that is on or prior to the Mandatory Conversion Date).

         No fractional shares or scrip representing fractions of shares will be
issued on optional conversion or Mandatory Conversion , but instead of any
fractional share the Company shall pay a cash adjustment as provided in the
Indenture. The conversion price is subject to adjustment as


                                      13
<PAGE>
provided in the Indenture. In addition, the Indenture provides that in case of
certain consolidations or mergers to which the Company is a party or the sale
or transfer of all or substantially all of the assets of the Company, the
Indenture shall be amended, without the consent of any Holders of Securities,
so that this Security, if then outstanding, will be convertible thereafter,
during the period this Security shall be convertible as specified above, only
into the kind and amount of securities, cash and other property receivable upon
the consolidation, merger, sale or transfer by a holder of the number of shares
of Common Stock into which this Security might have been converted immediately
prior to such consolidation, merger, sale or transfer (assuming such holder of
Common Stock failed to exercise any rights of election and received per share
the kind and amount received per share by a plurality of non-electing shares).

         The Securities are subject to redemption upon not less than 30 and not
more than 60 days' notice by mail, at any time on or after August 26, 2005, as
a whole or in part, at the election of the Company, at a Redemption Price equal
to 100% of the principal amount thereof being redeemed, in each case, plus
accrued interest to the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date to receive interest due on an
Interest Payment Date that is on or prior to the Redemption Date).

         In the event of redemption or conversion of this Security in part
only, a new Security or Securities for the unredeemed or unconverted portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.

         The indebtedness evidenced by this Security is, in all respects,
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness, and this Security is issued subject to the provisions of
the Indenture with respect thereto. Each Holder of this Security, by accepting
the same, (a) agrees to and shall be bound by such provisions, (b) authorizes
and directs the Trustee on his behalf to take such action as may be necessary
or appropriate to effectuate the subordination so provided, and (c) appoints
the Trustee his attorney-in-fact for any and all such purposes.

         If an Event of Default shall occur and be continuing, the principal of
all the Securities may be declared due and payable in the manner and with the
effect provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of not
less than a majority in aggregate principal amount of the Securities at the
time Outstanding, and, under certain limited circumstances, by the Company and
the Trustee without the consent of the Holders. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities at the time Outstanding, on behalf of the
Holders of all the Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.

         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


                                      14
<PAGE>
principal of and premium, if any, and interest on this Security at the times,
place and rate, and in the coin or currency, herein prescribed or to convert
this Security as provided in the Indenture.

         As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.

         The Securities are issuable only in fully registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities are exchangeable for a like aggregate principal amount of Securities
of a different authorized denomination, as requested by the Holder surrendering
the same.

         No service charge shall be made for any such registration of transfer
or exchange except as provided in the Indenture, and the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.

         Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered on the Security
Register as the owner hereof for all purposes, except as provided in this
Security, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture. The Company will
furnish to any Holder upon written request and without charge a copy of the
Indenture.

[FORM OF OPTIONAL CONVERSION NOTICE BY HOLDER]

TO WORLD AIRWAYS, INC.

         The undersigned registered owner of this Security hereby irrevocably
exercises the option to convert this Security, or the portion hereof (which is
$1,000 or a multiple thereof) designated below, into shares of Common Stock in
accordance with the terms of the Indenture referred to in this Security, and
directs that the shares issuable and deliverable upon the conversion, together
with any check in payment for a fractional share and any Security representing
any unconverted principal amount hereof, be issued and delivered to the
registered owner hereof unless a different name has been provided below. If
this Notice is being delivered on a date after the close of business on a
Regular Record Date and prior to the opening of business on the related
Interest Payment Date, this Notice is accompanied by payment in New York
Clearing House funds, or other funds acceptable to the Company, of an amount
equal to the interest payable on such Interest Payment Date on the principal of
this Security to be converted (unless this Security has been called for
redemption). If shares or any portion of this Security not converted are to be
issued in the name of a person other than the undersigned, the undersigned will
pay all transfer taxes payable with respect thereto. Any amount required to be
paid by the undersigned on account of interest accompanies this Security.


                                      15
<PAGE>
Dated:
      ---------------------                   ---------------------------------
                                                          Signature(s)

NOTICE: Signature(s) must be
guaranteed by an institution
which is a participant in
the Securities Transfer
Agent Medallion Program (STAMP)
or similar program.

       Signature Guarantee


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

Fill in for registration of shares            Principal amount to be covered
of Common Stock if they are to be
delivered, if less than all):                 $______,000
or Securities if they are to be
issued, other than to and in
the name of the registered owner:


----------------------------------
(Name)


----------------------------------
(Street Address)


----------------------------------
(City, State and zip code)

(Please print name and address)

Register: ___________  Common Stock

          ___________  Securities

(Check appropriate line(s)).


                               [ASSIGNMENT FORM]

If you the holder want to assign this Security, fill in the form below and have
your signature guaranteed:

I or we assign and transfer this Security to (Insert assignee's social security
or tax ID number)



(Print or type assignee's name, address and zip code) and irrevocably appoint
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.


                                      16
<PAGE>
Date:                                   Your Signature:


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

        (Sign exactly as your name appears on the face of this Security)

Signature Guarantee:

                      [OPTION OF HOLDER TO ELECT PURCHASE]

         If you wish to have this Security purchased by the Company pursuant to
Section 1401 of the Indenture, check the Box: [ ]

         If you wish to have a portion of this Security (which is $1,000 or an
integral multiple thereof) purchased by the Company pursuant to Section 1401 of
the Indenture, state the amount you wish to have purchased:


                                        $


Date:                                   Your Signature(s):

                                        Tax Identification No.:


(Sign exactly as your name appears on the face of this Security)

Signature Guarantee:

Section 204.      Form of Trustee's Certificate of Authentication.

         The Trustee's certificate of authentication shall be in substantially
the following form:

         This is one of the Securities referred to in the within-mentioned
Indenture.

                                        Wachovia Bank, N.A.,
                                          as Trustee

                                        By

                                           Authorized Signatory


                                      17
<PAGE>
                                 ARTICLE THREE

                                 THE SECURITIES

Section 301.      Title and Terms.

         The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $___________,
except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities pursuant to Section
304, 305, 306, 906, 1108, 1302 or 1405.

         The Securities shall be known and designated as the "8.0% Convertible
Senior Subordinated Debentures due 2009" of the Company. Their Stated Maturity
shall be August 26, 2009, and they shall bear interest at the rate of 8.0% per
annum, from the date of original issuance of Securities pursuant to this
Indenture or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, as the case may be, payable semi- annually on
February 26 and August 26, commencing February 26, 2004, until the principal
thereof is paid or made available for payment.

         The principal of, premium, if any, and interest on the Securities
shall be payable in money of the United States that at the time of payment is
legal tender for payment of public and private debts. Each installment of
interest on the Securities shall be paid by wire transfer of immediately
available funds to the accounts specified by the Holders thereof or, if no such
account is specified, by mailing a check to each such Holder's address as such
address shall appear on the Security Register. The Holder must surrender the
Security to a Paying Agent to collect principal and premium payments on the
Securities.

         The Securities shall be redeemable as provided in Article Eleven.

         The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article Twelve.

         The Securities shall be convertible as provided in Article Thirteen.

         The Securities shall be subject to repurchase at the option of the
Holder as provided in Article Fourteen.

Section 302.      Denominations.

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

Section 303.      Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, its President or one of its
Vice Presidents, under its corporate seal or a facsimile thereof reproduced
thereon attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or
facsimile.

         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any


                                      18
<PAGE>
of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of such
Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall, either at one time or from time to time pursuant
to such instructions as may be described therein, authenticate and deliver such
Securities as in this Indenture provided and not otherwise. Such Company Order
shall specify the amount of Securities to be authenticated and the date on
which the original issue of Securities is to be authenticated, and shall
certify that all conditions precedent to the issuance of such Securities
contained in this Indenture have been complied with. The aggregate principal
amount of Securities Outstanding at any time may not exceed the amount set
forth above except as provided in Section 306.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
duly executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. The Trustee may appoint an Authenticating Agent
pursuant to the terms of Section 614.

Section 304.      Registration, Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 1002 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 any other form capable of being converted
into written form within a reasonable time. The Trustee is hereby appointed
"Security Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided. At all reasonable times the Security Register
shall be open for inspection by the Company.

         Where Securities are presented to the Security Registrar or a
co-registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of other denominations, the Security
Registrar shall register the transfer or make the exchange if its requirements
for such transactions are met. To permit registrations of transfers and
exchanges, the Company shall issue and deliver to the Trustee and the Trustee
shall, upon receipt of a Company Order as set forth in Section 303,
authenticate Securities at the Security Registrar's request. No service charge
shall be made for any registration of transfer or exchange (except as otherwise
expressly permitted herein), but the Company or the Trustee may require payment
of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Sections 305, 906 or
1108 hereof).

         The Company and the Security Registrar shall not be required to (i)
issue, register the transfer of or exchange Securities during a period
beginning at the opening of business fifteen (15) days


                                      19
<PAGE>
before the day of mailing of a notice of redemption of Securities for
redemption under Section 1104 and ending at the close of business on the day of
such mailing or (ii) register the transfer or exchange of any Securities so
selected for redemption in whole or in part, except the unredeemed portion of
any Securities being redeemed in part.

         All Securities issued upon any transfer or exchange of Securities in
accordance with this Indenture shall be the valid and binding 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.

Section 305.      Temporary Securities.

         Until definitive Securities are ready for delivery, the Company may
prepare and execute and the Trustee, upon receipt of a Company Order as set
forth in Section 303, shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Company considers appropriate for temporary Securities
(as conclusively evidenced by its execution of such Securities). Without
unreasonable delay, the Company shall prepare and execute and the Trustee, upon
receipt of a Company Order as set forth in Section 303, shall authenticate
definitive Securities in exchange for temporary Securities. Until so exchanged,
the temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

Section 306.      Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Company
shall execute and, upon receipt of a Company Order as set forth in Section 303,
the Trustee shall authenticate and deliver in exchange therefor a new Security
of like tenor and principal amount and bearing a number not contemporaneously
outstanding.

         If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
written notice to the Company or a Responsible Officer of the Trustee that such
Security has been acquired by a bona fide purchaser, the Company shall execute
and the Trustee, upon receipt of a Company Order as set forth in Section 303,
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of like tenor and principal amount and bearing a
number not contemporaneously outstanding. The Trustee may charge the Company
for the Trustee's expenses in replacing such Security.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.

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


                                      20
<PAGE>
         Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

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

Section 307.      Payment of Interest; Interest Rights Preserved.

         Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Persons in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest. Payment
of interest on the Securities shall be made by wire transfer of immediately
available funds to the accounts specified by the Holders thereof or, if no such
account is specified, by mailing a check to each such Holder's address as such
address shall appear on the Security Register.

         Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below:

                  (1)      The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Securities (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, and at the same time the Company shall deposit with
         the Trustee an amount of money equal to the aggregate amount proposed
         to be paid in respect of such Defaulted Interest or shall make
         arrangements satisfactory to the Trustee for such deposit prior to the
         date of the proposed payment, such money when deposited to be held in
         trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this Clause provided. Thereupon the Trustee shall fix a
         Special Record Date for the payment of such Defaulted Interest which
         shall be not more than 15 days and not less than 10 days prior to the
         date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Company of such Special Record Date
         and, in the name and at the expense of the Company, shall cause notice
         of the proposed payment of such Defaulted Interest and the Special
         Record Date therefor to be mailed, first-class postage prepaid, to
         each Holder at his address as it appears in the Security Register, not
         less than 10 days prior to such Special Record Date. Notice of the
         proposed payment of such Defaulted Interest and the Special Record
         Date therefor having been 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).


                                      21
<PAGE>
                  (2)      The Company may make payment of any Defaulted
         Interest in any other lawful manner not inconsistent with the
         requirements of any securities exchange on which the Securities may be
         listed, and upon such notice as may be required by such exchange, if,
         after notice given by the Company in writing to the Trustee of the
         proposed payment pursuant to this Clause, such manner of payment shall
         be deemed practicable by the Trustee.

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

         In the case of any Security which is converted at the option of the
Holder after any Regular Record Date and on or prior to the next succeeding
Interest Payment Date (other than any Security whose Maturity is prior to such
Interest Payment Date), interest whose Stated Maturity is on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding
such conversion at the option of the Holder, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the
close of business on such Regular Record Date, provided, however, that
Securities so surrendered for optional conversion shall (except in the case of
Securities or portions thereof called for redemption) be accompanied by payment
in New York Clearing House funds or other funds acceptable to the Company of an
amount equal to the interest payable on such Interest Payment Date on the
principal amount being surrendered for conversion. Except as otherwise
expressly provided in the immediately preceding sentence, in the case of any
Security which is converted at the option of the Holder, interest whose Stated
Maturity is after the date of conversion of such Security shall not be payable.

         In the case of any Security which is converted by reason of a
Mandatory Conversion, interest accrued to the Mandatory Conversion Date shall
be paid to the Holder upon surrender of such Security for conversion (subject
to the right of Holders of record on the relevant Regular Record Date to
receive interest due on such Security on an Interest Payment Date that is on or
prior to the Mandatory Conversion Date). The Security shall be deemed to have
been converted immediately prior to the close of business on the Mandatory
Conversion Date and no interest will accrue from or after the Mandatory
Conversion Date on the Security.

Section 308.      Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and premium, if
any, and (subject to Section 307) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Section 309.      Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer, exchange or conversion shall, if surrendered to any Person other than
the Trustee, be delivered to, and promptly canceled by, the Trustee. The
Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired


                                      22
<PAGE>
in any manner whatsoever, and all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of as directed by a Company Order.

Section 310.      Computation of Interest.

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

Section 311.      CUSIP Number.

         The Company in issuing the Securities may use a "CUSIP" number, and if
so, such CUSIP number shall be included in notices of redemption, repurchase or
exchange as a convenience to holders of Securities; provided, however, that any
such notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number printed in the notice or on the Securities and
that reliance may be placed only on the other identification numbers printed on
the Securities. The Company will promptly notify the Trustee in writing of any
change in the CUSIP number.

                                 ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401.      Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Request cease to be of further
effect (except that the Company's obligations under Sections 607 and 402 hereof
shall survive), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when (A) all Securities theretofore authenticated and delivered (other than (i)
Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306 and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 1003) have been delivered to the Trustee for
cancellation; (B) the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and (C) the Company has delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
all conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with.

Section 402.      Repayment to Company.

         The Trustee and the Paying Agent shall promptly pay to the Company
upon request any excess money or securities held by them at any time.

         The Trustee and the Paying Agent shall pay to the Company upon request
any money held by them for the payment of principal of, or interest on, the
Securities that remains unclaimed for two years after the date upon which such
payment shall have become due; provided, however, that the Company shall have
first caused notice of such payment to the Company to be mailed by first-class
mail to each Holder entitled thereto at such Holder's last known address no
less than 30 days prior to such payment. The Company and the Trustee shall have
no further liability or obligation to advise


                                      23
<PAGE>
Holders. After payment to the Company, the Trustee and the Paying Agent shall
have no further liability with respect to such money and Holders entitled to
the money must look to the Company for payment as unsecured general creditors
unless any applicable abandoned property law designates another person.

                                 ARTICLE FIVE

                                    REMEDIES

Section 501.      Events of Default.

         "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be occasioned by the provisions of Article Twelve or 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);

                  (1)      default in the payment of the principal of or
         premium, if any, on any Security at its Maturity, whether or not such
         payment is prohibited by the provisions of Article Twelve; or

                  (2)      default in the payment of any interest on any
         Security when it becomes due and payable, whether or not such payment
         is prohibited by the provisions of Article Twelve, and continuance of
         such default for a period of 30 days; or

                  (3)      failure to provide timely notice of a Repurchase
         Event as required in accordance with the provisions of Article
         Fourteen; or

                  (4)      default in the payment of the Repurchase Price in
         respect of any Security on the Repurchase Date therefor in accordance
         with the provisions of Article Fourteen, whether or not such payment
         is prohibited by the provisions of Article Twelve; or

                  (5)      default in the performance, or breach, of any
         covenant or warranty of the Company in this Indenture (other than a
         covenant or warranty a default in whose performance or whose breach is
         elsewhere in this Section specifically dealt with), and continuance of
         such default or breach for a period of 60 days after there has been
         given, by registered or certified mail, to the Company by the Trustee
         or to the Company and the Trustee by the Holders of at least 25 % in
         principal amount of the Outstanding Securities a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

                  (6)      default under any bond, debenture, note or other
         evidence of indebtedness for money borrowed by the Company or any
         Subsidiary or under any mortgage, indenture or instrument under which
         there may be issued or by which there may be secured or evidenced any
         indebtedness for money borrowed by the Company or any Subsidiary,
         whether such indebtedness now exists or shall hereafter be created,
         which default shall constitute a failure to pay the principal of
         indebtedness in excess of $5,000,000 when due and payable after the
         expiration of any applicable grace period with respect thereto or
         shall have resulted in indebtedness in excess of $5,000,000 becoming
         or being declared due and payable prior to


                                      24
<PAGE>
         the date on which it would otherwise have become due and payable,
         without such indebtedness having been discharged, or such acceleration
         having been rescinded or annulled, within a period of 30 days after
         there shall have been given, by registered or certified mail, to the
         Company by the Trustee or to the Company and the Trustee by the
         Holders of at least 25% in principal amount of the Outstanding
         Securities a written notice specifying such default and requiring the
         Company to cause such indebtedness to be discharged or cause such
         acceleration to be rescinded or annulled and stating that such notice
         is a "Notice of Default" hereunder; or

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

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

         Upon receipt by the Trustee of any Notice of Default pursuant to
subparagraph (5) or (6) this Section 501, a record date shall automatically and
without any other action by any Person be set for the purpose of determining
the Holders of Outstanding Securities entitled to join in such Notice of
Default, which record date shall be the close of business on the day the
Trustee receives such Notice of Default. The Holders of Outstanding Securities
on such record date (or their duly appointed agents), and only such Persons,
shall be entitled to join in such Notice of Default, whether or not such
Holders remain Holders after such record date; provided, however, that unless
such Notice of Default shall have become effective by virtue of the Holders of
the requisite principal amount of Outstanding Securities on such record date
(or their duly appointed agents) having joined therein on or prior to the 90th
day after such record date, such Notice of Default shall automatically and
without any action by any Person be canceled and of no further force or effect.


                                      25
<PAGE>
Section 502.      Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than as specified in subparagraph (7) or
(8) of Section 501) occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration the principal of,
premium, if any, and interest accrued on the Securities to the date of
declaration shall become immediately due and payable. If an Event of Default
specified in subparagraph (7) or (8) of Section 501 occurs and is continuing,
then the principal of, premium, if any, and accrued and unpaid interest on all
of the Securities shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder
of Securities.

         At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a majority
in principal amount of the Outstanding Securities, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if:

                  (1)      the Company has paid or deposited with the Trustee a
         sum sufficient to pay

                           (A)      all overdue interest on all Securities,

                           (B)      the principal of and premium, if any, on
                  any Securities which have become due otherwise than by such
                  declaration of acceleration and interest thereon at the rate
                  borne by the Securities,

                           (C)      to the extent that payment of such interest
                  is lawful, interest upon overdue interest at the rate borne
                  by the Securities, and

                           (D)      all sums paid or advanced by the Trustee
                  and each predecessor Trustee, their respective agents and
                  counsel hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee and each
                  predecessor Trustee, their respective agents and counsel and
                  any other amounts due the Trustee or any predecessor Trustee
                  under Section 607; and

                  (2)      all Events of Default, other than the nonpayment of
         the principal of, premium, if any, and interest on the Securities that
         has become due solely by such declaration of acceleration, have been
         cured or waived as provided in Section 513. No such rescission and
         waiver shall affect any subsequent default or impair any right
         consequent thereon.

                  Upon receipt by the Trustee of any declaration of
         acceleration, or any rescission and annulment of any such declaration,
         pursuant to this Section 502, a record date shall automatically and
         without any other action by any Person be set for the purpose of
         determining the Holders of Outstanding Securities entitled to join in
         such declaration, or rescission and


                                      26
<PAGE>
         annulment, as the case may be, which record date shall be the close of
         business on the day the Trustee receives such declaration, or
         rescission and annulment, as the case may be. The Holders of
         Outstanding Securities on such record date (or their duly appointed
         agents), and only such Persons, shall be entitled to join in such
         declaration, or rescission and annulment, as the case may be, whether
         or not such Holders remain Holders after such record date; provided,
         that unless such declaration, or rescission and annulment, as the case
         may be, shall have become effective by virtue of Holders of the
         requisite principal amount of Outstanding Securities on such record
         date (or their duly appointed agents) having joined therein on or
         prior to the 90th day after such record date, such declaration, or
         rescission and annulment, as the case may be, shall automatically and
         without any action by any Person be canceled and of no further force
         or effect.

Section 503.      Collection of Indebtedness and Suits for Enforcement by
                  Trustee.

         The Company covenants that if

                  (1)      default is made in the payment of any interest on
         any Security when such interest becomes due and payable and such
         default continues for a period of 30 days, or

                  (2)      default is made in the payment of the principal of
         (or premium, if any, on) any Security at the Maturity thereof,

the Company will pay to the Trustee, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for
principal and premium, if any, and interest, and, to the extent that payment of
such interest shall be legally enforceable, interest on any overdue principal
and premium, if any, and on any overdue interest, at the rate borne by the
Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee
and each predecessor Trustee, their respective agents and counsel, and any
other amounts due the Trustee or any predecessor Trustee under Section 607.

         If the Company fails to pay such amounts, the Trustee, in its own name
and as trustee of an express trust may institute a judicial proceeding for the
collection of the sums so due and unpaid and may prosecute any such proceeding
to judgment or final decree, and may enforce the same against the Company (or
any other obligor upon such Securities) and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the property of the
Company (or any other obligor upon such Securities), wherever situated.

         If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

Section 504.      Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have the claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is


                                      27
<PAGE>
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it and each
predecessor Trustee for the reasonable compensation, expenses, disbursements
and advances of the Trustee and each predecessor Trustee and their respective
agents and counsel, and any other amounts due the Trustee or any predecessor
Trustee under Section 607.

         No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting
the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and may be a member of the
creditors' committee.

Section 505.      Trustee May Enforce Claims Without Possession of Securities.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto,
and any such 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 and each predecessor Trustee and
their respective agents and counsel, be for the ratable benefit of the Holders
of the Securities in respect of which such judgment has been recovered.

Section 506.      Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or premium,
if any, or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

                  FIRST:   To payment of all amounts due the Trustee under
         Section 607;

                  SECOND:  Subject to Article Twelve, to the holders of Senior
         Indebtedness;

                  THIRD:   To the payment of the amounts then due and unpaid
         for principal of and premium, if any, and interest on the Securities
         in respect of which or for the benefit of which such money has been
         collected, ratably, without preference or priority of any kind,
         according to the amounts due and payable on such Securities for
         principal and premium, if any, and interest, respectively; and

                  FOURTH:  The balance, if any, to the Company or to whomsoever
         may be lawfully entitled to receive the same or as a court of
         competent jurisdiction may direct.

Section 507.      Limitation on Suits.

         No Holder of any Security shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder,
unless:


                                      28
<PAGE>
                  (1)      such Holder has previously given written notice to
         the Trustee of a continuing Event of Default;

                  (2)      the Holders of not less than 25% in principal amount
         of the Outstanding Securities shall have made written request to the
         Trustee to institute proceedings in respect of such Event of Default
         in its own name as Trustee hereunder;

                  (3)      such Holder or Holders have offered to the Trustee
         reasonable indemnity against the costs, expenses and liabilities to be
         incurred in compliance with such request;

                  (4)      the Trustee for 60 days after its receipt of such
         notice, request and offer of indemnity has failed to institute any
         such proceeding; and

                  (5)      no direction inconsistent with such written request
         has been given to the Trustee during such 60-day period by the Holders
         of a majority in principal amount of the Outstanding Securities;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all the
Holders.

Section 508.      Unconditional Right of Holders to Receive Principal, Premium
                  and Interest and to Convert.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and premium, if any, and (subject to
Section 307) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date or, in the case of a repurchase pursuant to Article Fourteen (unless such
repurchase requirement has been waived as provided in Article Fourteen), on the
Repurchase Date or, in the case of Mandatory Conversion, on the Mandatory
Conversion Date) and to convert such Security in accordance with Article
Thirteen and to institute suit for the enforcement of any such payment and
right to convert, and such rights shall not be impaired without the consent of
such Holder.

Section 509.      Restoration of Rights and Remedies.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders
shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

Section 510.      Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and


                                      29
<PAGE>
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 511.      Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Security
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

Section 512.      Control by Holders.

         The Holders of at least a majority in principal amount of the
Outstanding Securities 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

                  (1)      such direction shall not be in conflict with any
         rule of law or with this Indenture; and

                  (2)      the Trustee may take any other action deemed proper
         by the Trustee which is not inconsistent with such direction; and

                  (3)      subject to the provisions of Section 601, the
         Trustee shall have the right to decline to follow any such direction
         if the Trustee in good faith shall determine that the action so
         directed would involve the Trustee in personal liability or would be
         unduly prejudicial to Holders not joining in such direction.

         Upon receipt by the Trustee of any such direction, a record date shall
automatically and without any other action by any Person be set for the purpose
of determining the Holders of Outstanding Securities entitled to join in such
direction, which record date shall be the close of business on the day the
Trustee receives such direction. The Holders of Outstanding Securities on such
record date (or their duly appointed agents), and only such Persons, shall be
entitled to join in such direction, whether or not such Holders remain Holders
after such record date; provided, however, that unless such direction shall
have become effective by virtue of Holders of the requisite principal amount of
Outstanding Securities on such record date (or their duly appointed agents)
having joined therein on or prior to the 90th day after such record date, such
direction shall automatically and without any action by any Person be canceled
and of no further force or effect.

Section 513.      Waiver of Past Defaults.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities may on behalf of the Holders of all the Securities waive
any past default hereunder and its consequences, except a default

                  (1)      in the payment of the principal of or premium, if
         any, or interest on any Security, or


                                      30
<PAGE>
                  (2)      in respect of a covenant or provision hereof which
         under Article Nine cannot be modified or amended without the consent
         of the Holder of each Outstanding Security affected.

Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

Section 514.      Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit
to file an undertaking to pay the costs of such suit, and may assess costs
against any such party litigant, in the manner and to the extent provided in
the Trust Indenture Act; provided, however, that neither this Section nor the
Trust Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the
Company, in any suit instituted by the Trustee, a suit by a Holder pursuant to
Section 508, or a suit by a Holder or Holders of more than 10% in principal
amount of the outstanding Securities.

                                  ARTICLE SIX

                                  THE TRUSTEE

Section 601.      Certain Duties and Responsibilities.

         The duties and responsibilities of the Trustee shall be as provided by
this Indenture and the Trust Indenture Act for securities issued pursuant to
indentures qualified thereunder. Except as otherwise provided herein,
notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability or risk in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity satisfactory
to it against such risk or liability is not reasonably assured to it. Whether
or not therein expressly so 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. The Trustee
shall not be liable (x) for any error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, unless it shall be
proved that the Trustee was negligent in ascertaining the pertinent facts or
(y) with respect to any action taken or omitted to be taken by it in good faith
in accordance with the direction of the holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding relating
to the time, method and place of conducting any proceeding or any remedy
available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture. 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 in 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 in
the Trust Indenture Act, and no implied covenants or obligations shall be read
in to this Indenture against the Trustee; and (ii) in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions therein, upon any
statements, certificates or opinions furnished to the Trustee and conforming to
the requirements


                                      31
<PAGE>
of this Indenture and believed by the Trustee to be genuine and to have been
signed or presented by the proper party or parties; but in the case of any such
statements, 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 on
their face to the requirements of this Indenture. If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in its
exercise thereof as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

Section 602.      Notice of Defaults.

         The Trustee shall give the Holders notice of any default hereunder
known to it as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(3), no such notice to Holders shall be given until at least 30 days after
the Trustee has knowledge thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default. For purposes of Section 502, Section 601 and
this Section 602, the Trustee shall not be deemed to have knowledge of a
default or an Event of Default hereunder unless a Responsible Officer of the
Trustee has actual knowledge thereof, or unless written notice of any event
which is a default or an Event of Default is received by the Trustee and such
notice references the Securities or this Indenture.

Section 603.      Certain Rights of Trustee.

         Subject to the provisions of Section 601:

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

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

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

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

                  (e)      the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;


                                      32
<PAGE>
                  (f)      before the Trustee acts or refrains from acting with
respect to any matter contemplated by this Indenture, it may require an
Officers' Certificate or an Opinion of Counsel, which shall conform to the
provisions of Section 102, and the Trustee shall be protected and shall not be
liable for any action it takes or omits to take in good faith and without gross
negligence in reliance on such certificate or opinion;

                  (g)      the Trustee shall not be required to give any bond
or surety in respect of the performance of its power and duties hereunder;

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

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

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

                  (k)      the Trustee shall have no duty to inquire as to the
performance of the Company's covenants herein.

Section 604.      Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

Section 605.      May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.


                                      33
<PAGE>
Section 606.      Money Held in Trust.

         Money held by the Trustee or any Paying Agent in trust hereunder need
not be segregated from other funds except to the extent required by law. The
Trustee or any Paying Agent shall be under no liability for interest on any
money received by it hereunder.

Section 607.      Compensation and Reimbursement.

         The Company agrees:

                  (1)      to pay to the Trustee from time to time reasonable
         compensation for all services rendered by it hereunder (including its
         services as Security Registrar or Paying Agent, if so appointed by the
         Company) as may be mutually agreed upon in writing by the Company and
         the Trustee (which compensation shall not be limited by any provision
         of law in regard to the compensation of a trustee of an express
         trust);

                  (2)      except as otherwise expressly provided herein, to
         reimburse the Trustee and each predecessor Trustee upon its request
         for all reasonable expenses, disbursements and advances incurred or
         made by or on behalf of it in connection with the performance of its
         duties under any provision of this Indenture (including the reasonable
         compensation and the expenses and disbursements of its agents and
         counsel and all other persons not regularly in its employ) except to
         the extent any such expense, disbursement or advance may be
         attributable to its negligence or bad faith; and

                  (3)      to indemnify the Trustee and each predecessor
         Trustee and each of their respective officers, directors, employees ,
         attorneys- in-fact and agents (each an "indemnitee") for, and to hold
         it harmless against, any loss, liability or expense incurred without
         negligence or bad faith on its part, arising out of or in connection
         with the offer and sale of the securities and the acceptance or
         administration of this Indenture or the trusts hereunder and its
         duties hereunder (including its services as Security Registrar or
         Paying Agent, if so appointed by the Company), including enforcement
         of this Section 607 and including the costs and expenses of defending
         itself against or investigating any claim or liability in connection
         with the exercise or performance of any of its powers or duties
         hereunder. The Company shall defend any claim or threatened claim
         asserted against an indemnitee for which it may seek indemnity, and
         the indemnitee shall cooperate in the defense unless, in the
         reasonable opinion of the indemnitee's counsel, the indemnitee has an
         interest adverse to the Company or a potential conflict of interest
         exists between the indemnitee and the Company, in which case the
         indemnitee may have separate counsel and the Company shall pay the
         reasonable fees and expenses of such counsel; provided, however, that
         the Company shall only be responsible for the reasonable fees and
         expenses of one law firm (in addition to local counsel) in any one
         action or separate substantially similar actions in the same
         jurisdiction arising out of the same general allegations or
         circumstances, such law firm to be designated by the indemnitee.

         As security for the performance of the obligations of the Company
under this Section 607, the Trustee shall have a lien prior to 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,
and the Securities are hereby subordinated to such prior lien. The obligations
of the Company under this Section to compensate and indemnify the Trustee and
any predecessor Trustee and each of their


                                      34
<PAGE>
respective officers, directors, employees, attorneys-in-fact and agents and to
pay or reimburse the Trustee and any predecessor Trustee for expenses,
disbursements and advances, and any other amounts due the Trustee or any
predecessor Trustee under Section 607, shall constitute an additional
obligation hereunder and shall survive the resignation or removal of the
Trustee and the satisfaction and discharge of this Indenture.

         When the Trustee or any predecessor Trustee incurs expenses or renders
services in connection with the performance of its obligations hereunder
(including its services as Security Registrar or Paying Agent, if so appointed
by the Company) after an Event of Default specified in Section 501(7) or (8)
occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any applicable bankruptcy,
insolvency or other similar federal or state law to the extent provided in
Section 503(b)(5) of Title 11 of the United States Code, as now or hereafter in
effect.

Section 608.      Disqualification; Conflicting Interests.

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

Section 609.      Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be a
Person that (i) is eligible pursuant to the Trust Indenture Act to act as such
and (ii) has (or, in the case of a corporation included in a bank holding
company system, whose related bank holding company has) a combined capacity and
surplus of at least $50,000,000. If such Person publishes reports of conditions
at least annually, pursuant to law or to the requirements of a Federal or state
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, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

Section 610.      Resignation and Removal; Appointment of Successor.

                  (a)      No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 611.

                  (b)      The Trustee may resign at any time by giving written
notice thereof to the Company. If an instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the resigning
Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  (c)      The Trustee may be removed at any time by an Act of
the Holders of a majority in principal amount of the Outstanding Securities
delivered to the Trustee and to the Company.

                  (d)      If at any time:


                                      35
<PAGE>
                           (1)      the Trustee shall fail to comply with
                  Section 608 after written request therefor by the Company or
                  by any Holder who has been a bona fide Holder of a Security
                  for the last six months, or

                           (2)      the Trustee shall cease to be eligible
                  under Section 609 and shall fail to resign after written
                  request therefor by the Company or by any such Holder, or

                           (3)      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, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 514, any Holder who has been a bona fide
Holder of a Security for at least six 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.

                  (e)      If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee and such successor Trustee shall comply with the applicable
requirements of Section 611. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Securities delivered to the Company and the retiring Trustee,
the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 611
become the successor Trustee and supersede the successor Trustee appointed by
the Company. If no successor Trustee shall have been so appointed by the
Company or the Holders and accepted appointment in the manner required by
Section 611, any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

                  (f)      The Company shall give notice of each resignation
and each removal of the Trustee and each appointment of a successor Trustee to
all Holders in the manner provided in Section 106. Each notice shall include
the name of the successor Trustee and the address of its Corporate Trust
Office.

Section 611.      Acceptance of Appointment by Successor.

         Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on request of the Company or
the successor Trustee, such retiring Trustee shall, upon payment of its
charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder. Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts.


                                      36
<PAGE>
         No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article.

Section 612.      Merger, Conversion, Consolidation or Succession to Business.

         Any corporation into which the Trustee may be merged or converted or
with 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 the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

Section 613.      Preferential Collection of Claims Against Company.

         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 such claims
against the Company (or any such other obligor).

Section 614.      Appointment of Authenticating Agent

         The Trustee may appoint an Authenticating Agent or Agents acceptable
to and at the expense of the Company which shall be authorized to act on behalf
of the Trustee to authenticate Securities issued upon original issue and upon
exchange, registration of transfer, partial conversion or partial redemption or
pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a Person organized and
doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent 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 an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

         Any Person into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any Person succeeding to the corporate agency or corporate
trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent,


                                      37
<PAGE>
provided such Person shall be otherwise eligible under this Section, without
the execution or filing of any paper or any further act on the part of the
Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof 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 such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail notice of such
appointment by first-class mail, postage prepaid, to all Holders as their names
and addresses appear in the Security Register. Any successor Authenticating
Agent upon acceptance of its appointment under this Section shall become vested
with all the rights, powers and duties of its predecessor hereunder, with like
effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible to act as such under
the provisions of this Section.

         Any Authenticating Agent by the acceptance of its appointment shall be
deemed to have represented to the Trustee that it is eligible for appointment
as Authenticating Agent under this Section and to have agreed with the Trustee
that: it will perform and carry out the duties of an Authenticating Agent as
herein set forth, including among other things the duties to authenticate
Securities when presented to it in connection with the original issuance and
with exchanges, registrations of transfer or redemptions or conversions thereof
or pursuant to Section 306; it will keep and maintain, and furnish to the
Trustee from time to time as requested by the Trustee, appropriate records of
all transactions carried out by it as Authenticating Agent and will furnish the
Trustee such other information and reports as the Trustee may reasonably
require; and it will notify the Trustee promptly if it shall cease to be
eligible to act as Authenticating Agent in accordance with the provisions of
this Section. Any Authenticating Agent by the acceptance of its appointment
shall be deemed to have agreed with the Trustee to indemnify the Trustee
against any loss, liability or expense incurred by the Trustee and to defend
any claim asserted against the Trustee by reason of any acts or failures to act
of such Authenticating Agent, but such Authenticating Agent shall have no
liability for any action taken by it in accordance with the specific written
direction of the Trustee.

         The Trustee shall not be liable for any act or any failure of the
Authenticating Agent to perform any duty either required herein or authorized
herein to be performed by such person in accordance with this Indenture.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

         If an appointment is made pursuant to this Section, the Securities may
have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative certificate of authentication in the following
form:


                                      38
<PAGE>
         This is one of the Securities described in the within-mentioned
Indenture.


                              Wachovia Bank, N.A.
                                   As Trustee

                              By
                                -----------------------------------------------
                                As Authenticating Agent

                              By
                                -----------------------------------------------
                                Authorized Officer


                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.      Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee

                  (a)      semi-annually, not more than 15 days after each
         Regular Record Date, a list, in such form as the Trustee may
         reasonably require, of the names and addresses of the Holders as of
         such Regular Record Date, and

                  (b)      at such other times as the Trustee may request in
         writing, within 30 days after the receipt by the Company of any such
         request, a list of similar form and content as of a date not more than
         15 days prior to the time such list is furnished.

Notwithstanding the foregoing, so long as the Trustee is the Security
Registrar, no such list shall be required to be furnished.

Section 702.      Preservation of Information; Communications to Holders.

                  (a)      The Trustee shall preserve, in as current a form as
         is reasonably practicable, the names and addresses of Holders
         contained in the most recent list furnished to the Trustee as provided
         in Section 701 and the names and addresses of Holders received by the
         Trustee in its capacity as Security Registrar. The Trustee may destroy
         any list furnished to it as provided in Section 701 upon receipt of a
         new list so furnished.

                  (b)      The rights of Holders to communicate with other
         Holders 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.

                  (c)      Every Holder of Securities, 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 the names
         and addresses of the Holders made pursuant to the Trust Indenture Act
         or otherwise in accordance with this Indenture.


                                      39
<PAGE>
Section 703.      Reports by Trustee.

                  (a)      Not later than 60 days following each May 15 the
         Trustee shall transmit to Holders such reports 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.

                  (b)      A copy of each such report shall, at the time of
         such transmission to Holders, be filed by the Trustee with each stock
         exchange upon which the Securities are listed, with the Commission and
         with the Company. The Company will notify the Trustee when any
         Securities are listed on any stock exchange.

Section 704.      Reports by Company.

         The Company shall file with the Trustee and the Commission, and
transmit to Holders, 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; provided, however,
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 15 days after the same is so required to be filed with
the Commission.

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801.      Company May Consolidate, Etc., Only on Certain Terms.

         The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless:

                  (1)      in case the Company shall consolidate with or merge
         into another Person or convey, transfer or lease all or substantially
         all of its properties and assets to any Person, the Person formed by
         such consolidation or into which the Company is merged or the Person
         which acquires by conveyance or transfer, or which leases, all or
         substantially all of the properties and assets of the Company shall be
         a corporation, limited liability company partnership or trust, shall
         be organized and validly existing under the laws of the United States
         of America, any State thereof or the District of Columbia and shall
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Trustee, in form satisfactory to the Trustee, the due
         and punctual payment of the principal of and premium, if any, and
         interest on all the Securities and the performance or observance of
         every covenant of this Indenture on the part of the Company to be
         performed or observed and shall have provided for conversion rights in
         accordance with Section 1312;

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

                  (3)      such consolidation, merger, conveyance, transfer or
         lease does not adversely affect the validity or enforceability of the
         Securities; and


                                      40
<PAGE>
                  (4)      the Company or the successor Person has delivered to
         the Trustee an Officers' Certificate and an Opinion of Counsel, each
         stating that such consolidation, merger, conveyance, transfer or lease
         and, if a supplemental indenture is required in connection with such
         transaction, such supplemental indenture comply with this Article and
         that all conditions precedent herein provided for relating to such
         transaction have been complied with.

Section 802.      Successor Substituted.

         Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of all or
substantially all of the properties and assets of the Company in accordance
with Section 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except
in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.

                                 ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

Section 901.      Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

                  (1)      to cause this Indenture to be qualified under the
         Trust Indenture Act; or

                  (2)      to evidence the succession of another Person to the
         Company and the assumption by any such successor of the covenants of
         the Company herein and in the Securities; or

                  (3)      to add to the covenants of the Company for the
         benefit of the Holders or an additional Event of Default, or to
         surrender any right or power conferred herein or in the Securities
         upon the Company; or

                  (4)      to secure the Securities; or

                  (5)      to make provision with respect to the conversion
         rights of Holders pursuant to the requirements of Section 1312; or

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

                  (7)      to cure any ambiguity, to correct or supplement any
         provision herein or in the Securities which may be defective or
         inconsistent with any other provision herein or in the Securities, or
         to make any other provisions with respect to matters or questions
         arising under


                                      41
<PAGE>
         this Indenture which shall not be inconsistent with the provisions of
         this Indenture; provided, however, that such action pursuant to this
         Clause (7) shall not adversely affect the interests of the Holders in
         any material respect and the Trustee may rely upon an Opinion of
         Counsel to that effect.

Section 902.      Supplemental Indentures With Consent of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may 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 modifying
in any manner the rights of the Holders under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby,

                  (1)      change the Stated Maturity of the principal of, or
         any installment of interest on, any Security, or reduce the principal
         amount thereof or the rate of interest thereon or any premium payable
         upon the redemption thereof, or change the place of payment where, or
         the coin or currency in which, any Security or any premium or interest
         thereon is payable, or impair the right to institute suit for the
         enforcement of any such payment on or after the Stated Maturity
         thereof (or, in the case of redemption, on or after the Redemption
         Date or, in the case of Mandatory Conversion, on or after the
         Mandatory Conversion Date), or adversely affect the right to convert
         any Security as provided in Article Thirteen (except as permitted by
         Section 901(5)), or modify the provisions of this Indenture with
         respect to the subordination of the Securities, in a manner adverse to
         the Holders, or

                  (2)      reduce the percentage in principal amount of the
         Outstanding Securities, the consent of whose Holders is required for
         any such supplemental indenture, or the consent of whose Holders is
         required for any waiver of compliance with certain provisions of this
         Indenture or certain defaults hereunder and their consequences
         provided for in this Indenture, or

                  (3)      make any change in Section 513, Section 508 or
         Section 902 hereof (including this sentence), or

                  (4)      modify any of the provisions of this Section or
         Section 513, 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 Outstanding Security
         affected thereby; provided, however, that this Clause shall not be
         deemed to require the consent of any Holder with respect to changes in
         the references to "the Trustee" and concomitant changes in this
         Section, or the deletion of this proviso, in accordance with the
         requirements of Section 901(6).

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


                                      42
<PAGE>
Section 903.      Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon,
an Officers' Certificate and an Opinion of Counsel stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture.
The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

Section 904.      Effect of Supplemental Indentures.

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

Section 905.      Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

Section 906.      Reference in Securities to Supplemental Indentures.

         Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and, upon receipt of a Company Order as set forth in
Section 303, authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

Section 907.      Notice of Supplemental Indenture.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to Section 902, the Company shall transmit to
the Holders a notice setting forth the substance of such supplemental
indenture.

                                  ARTICLE TEN

                                   COVENANTS

Section 1001.     Payment of Principal, Premium and Interest.

         The Company will duly and punctually pay the principal of and premium,
if any, and interest on the Securities in accordance with the terms of the
Securities and this Indenture.


                                      43
<PAGE>
Section 1002.     Maintenance of Office or Agency.

         The Company will maintain in New York, New York an office or agency
(which may be a drop facility) where Securities may be presented or surrendered
for payment, where Securities may be surrendered for registration of transfer,
where Securities may be surrendered for exchange or conversion 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 any such office
or agency. 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 of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

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

Section 1003.     Money for Security Payments to Be Held in Trust.

         If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal of and premium, if any, or interest
on any of the Securities, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal and premium, if
any, or interest so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the
Trustee in writing of its action or failure so to act.

         Whenever the Company shall have one or more Paying Agents, it will, on
or prior to 11:00 a.m. (New York City time) on each due date of the principal
of and premium, if any, or interest on any Securities, deposit with a Paying
Agent a sum in same day funds sufficient to pay the principal and any premium
and interest so becoming due, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee in writing of its action or failure so to act.

         The Company will cause each Paying Agent other than the Trustee or the
Company to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will (i) comply with the provisions of the
Trust Indenture Act and this Indenture applicable to it as a Paying Agent and
hold all sums held by it for the payment of principal of or any premium or
interest on the Securities in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of
as herein provided; (ii) give the Trustee written notice of any default by the
Company (or any other obligor upon the Securities) in the making of any payment
in respect of the Securities; and (iii) at any time during the continuance of
any default by the Company (or any other obligor upon the Securities) in the
making of any payment in respect of the Securities, upon the written request of
the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities, and account for any funds
disbursed.


                                      44
<PAGE>
         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of and premium, if
any, or interest on any Security and remaining unclaimed for two years after
such principal and premium, if any, or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in New York, New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

Section 1004.     Statement by Officers as to Default.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the
terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

Section 1005.     Existence.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises and the existence, rights
(charter and statutory) and franchises of each Subsidiary; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the
loss thereof is not disadvantageous in any material respect to the Holders.

Section 1006.     Maintenance of Properties.

         The Company will cause all buildings and equipment owned by it to be
maintained and kept in such condition, repair and working order as in the
judgment of the Company may be necessary in the interest of its business and
that of its Subsidiaries; provided, however, that nothing in this Section shall
prevent the Company from selling, abandoning or otherwise disposing of, or
discontinuing the operation or maintenance of, any of such properties if such
action is, in the judgment of the


                                      45
<PAGE>
Company, desirable in the conduct of its business or the business of any
Subsidiary and in compliance with Article Eight.

Section 1007.     Payment of Taxes.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, which,
if unpaid, might by law become a lien upon the property of the Company or any
Subsidiary; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment or
governmental charge whose amount, applicability or validity is being contested
in good faith by appropriate proceedings.

Section 1008.     Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 1005 to 1007 inclusive, if before
the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Securities shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect.

                                ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101.     Right of Redemption.

         The Securities may be redeemed at the election of the Company, in
whole or from time to time in part, at any time on or after August 26, 2005, at
the Redemption Price[S] specified in the form of Security hereinbefore set
forth, together with accrued interest, to the Redemption Date.

Section 1102.     Applicability of Article.

         Redemption of Securities at the election of the Company as permitted
by any provision of this Indenture shall be made in accordance with such
provision and this Article.

Section 1103.     Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities pursuant to
Section 1101 shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company of less than all the Securities, the
Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter period shall be satisfactory to the Trustee), notify
the Trustee in writing of such Redemption Date and of the principal amount of
Securities to be redeemed and shall deliver to the Trustee such documentation
and records as shall enable the Trustee to select the Securities to be redeemed
pursuant to Section 1104. In case of any redemption at the election of the
Company of all of the Securities, the Company shall, at least 45 days prior to
the Redemption Date fixed by the


                                      46
<PAGE>
Company (unless a shorter period shall be satisfactory to the Trustee), notify
the Trustee in writing of such Redemption Date.

Section 1104.     Selection by Trustee of Securities to be Redeemed.

         If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities not previously
called for redemption, by lot or pro rata or by such other method as the
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions (equal to $1,000 or any integral multiple thereof)
of the principal amount of Securities of a denomination larger than $1,000.

         If any Security selected for partial redemption is converted in part,
the converted portion of such Security shall be deemed (so far as may be) to be
the portion selected for redemption. Securities which have been converted
during a selection of Securities to be redeemed shall be treated by the Trustee
as Outstanding for the purpose of such selection. In any case where more than
one Security is registered in the same name, the Trustee in its discretion may
treat the aggregate principal amount so registered as if it were represented by
one Security.

         The Trustee shall promptly notify the Company and each Security
Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof
to be redeemed.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

Section 1105.     Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to the Trustee and to each Holder of Securities to be redeemed, at his
address appearing in the Security Register.

         All notices of redemption shall state:

                  (a)      the Redemption Date,

                  (b)      the Redemption Price,

                  (c)      if less than all the Outstanding Securities are to
         be redeemed, the identification (and, in the case of partial
         redemption of any Securities, the principal amounts) of the particular
         Securities to be redeemed,

                  (d)      that on the Redemption Date the Redemption Price
         will become due and payable upon each such Security to be redeemed and
         that (unless the Company shall default in payment of the Redemption
         Price) interest thereon will cease to accrue on and after said date,


                                      47
<PAGE>
                  (e)      the conversion price, the date on which the right to
         convert the Securities to be redeemed will terminate and the place or
         places where such Securities may be surrendered for conversion, and

                  (f)      the place or places where such Securities are to be
         surrendered for payment of the Redemption Price.

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's written request
received by the Trustee at least 45 days prior to the Redemption Date, by the
Trustee in the name and at the expense of the Company.

Section 1106.     Deposit of Redemption Price.

         At or prior to 9:00 a.m. (New York City time) on any Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in same day funds sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, all the Securities or portions
thereof which are to be redeemed on that date other than any Securities called
for redemption on that date which have been converted prior to the date of such
deposit.

         If any Security called for redemption is converted, any money
deposited with the Trustee or with any Paying Agent or so segregated and held
in trust for the redemption of such Security shall (subject to any right of the
Holder of such Security or any Predecessor Security to receive interest as
provided in Section 307) be paid to the Company upon Company Request or, if
then held by the Company, shall be discharged from such trust.

Section 1107.     Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that installments of
interest whose Maturity is on or prior to the Redemption Date shall be payable
to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and premium, if any, shall,
until paid, bear interest from the Redemption Date at the rate borne by the
Security.

Section 1108.     Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at an office or agency of the Company maintained for that purpose pursuant to
Section 1002 (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in


                                      48
<PAGE>
writing), and the Company shall execute, and the Trustee shall, upon receipt of
a Company Order as set forth in Section 303, authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities,
of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.

                                ARTICLE TWELVE

                          SUBORDINATION OF SECURITIES

Section 1201.     Securities Subordinated to Senior Indebtedness.

         The Company covenants and agrees, and each Holder of a Security, by
his acceptance thereof, likewise covenants and agrees, that, at all times and
in all respects, the indebtedness represented by the Securities and the payment
of the principal of and premium, if any, and interest on each and all of the
Securities are hereby expressly made subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness. The Company
and the Trustee acknowledge and agree that the Securities will be senior
subordinated indebtedness of the Company ranking pari passu with all existing
and future senior subordinated indebtedness of the Company (including, without
limitation, the Company's 8% Senior Subordinated Debentures Due 2004) and
senior to all existing and future Subordinated Indebtedness.

Section 1202.     Payment Over of Proceeds Upon Dissolution, Etc.

         In the event of (a) any insolvency or bankruptcy case or proceeding,
or any receivership, liquidation, reorganization or other similar case or
proceeding, relative to the Company or to its creditors, as such, or to a
substantial part of its assets, or (b) any proceeding for the liquidation,
dissolution or other winding up of the Company, whether voluntary or
involuntary and whether or not involving insolvency or bankruptcy, or (c) any
general assignment for the benefits of creditors or any other marshalling of
assets and liabilities of the Company, then and in any such event the holders
of Senior Indebtedness shall be entitled to receive payment in full of all
amounts due or to become due on or in respect of all Senior Indebtedness; or
provision shall be made for such payment in money or money's worth, before the
Holders of the Securities are entitled to receive any payment or distribution
of any kind or character, whether in cash, property or securities, on account
of principal of or premium, if any, or interest on the Securities, and to that
end the holders of Senior Indebtedness shall be entitled to receive, for
application to the payment thereof, any payment or distribution of any kind or
character, whether in cash, property or securities, including any such payment
or distribution which may be payable or deliverable by reason of the payment of
any other indebtedness of the Company being subordinated to the payment of the
Securities, which may be payable or deliverable in respect of the Securities in
any such case, proceeding, dissolution, liquidation or other winding up or
event.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, including any such payment or
distribution which may be payable or deliverable by reason of the payment of any
other indebtedness of the Company being subordinated to the payment of the
Securities, before all Senior Indebtedness is paid in full or payment thereof
provided for, and if such fact shall, at or prior to the time of such


                                      49
<PAGE>
payment or distribution, have been made known to the Trustee or such Holder, as
the case may be, then and in such event such payment or distribution shall be
paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of the Company for application to the payment of all
Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

         For purposes of this Article only, the words "cash, property or
securities" shall not be deemed to include securities 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, which are
subordinated in right of payment to all Senior Indebtedness which may at the
time be outstanding to substantially the same extent as, or to a greater extent
than, the Securities are so subordinated as provided in this Article. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the
conveyance or transfer of its properties and assets substantially as an
entirety to another Person upon the terms and conditions set forth in Article
Eight shall not be deemed a dissolution, winding up, liquidation,
reorganization, general assignment for the benefit of creditors or marshalling
of assets and liabilities of the Company for the purposes of this Section if
the Person formed by such consolidation or into which the Company is merged or
which acquires by conveyance or transfer such properties and assets
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions set
forth in Article Eight.

Section 1203.     Prior Payment to Senior Indebtedness upon Acceleration of
                  Securities.

         In the event that any Securities are declared due and payable before
their Stated Maturity, then and in such event the holders of Senior
Indebtedness outstanding at the time such Securities so become due and payable
shall be entitled to receive payment in full of all amounts due on or in
respect of such Senior Indebtedness, or provision shall be made for such
payment in money or money's worth, before the Holders of the Securities are
entitled to receive any payment (including any payment which may be payable by
reason of the payment of any other indebtedness of the Company being
subordinated to the payment of the Securities) by the Company on account of the
principal of or premium, if any, or interest on the Securities or on account of
the purchase or other acquisition of Securities.

         In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to
the time of such payment, have been made known to the Trustee or such Holder,
as the case may be, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

         The provisions of this Section shall not apply to any payment with
respect to which Section 1202 would be applicable.

Section 1204.     No Payment When Senior Indebtedness in Default.

                  (a)      In the event and during the continuation of any
default in the payment of principal of or premium, if any, or interest on any
Senior Indebtedness beyond any applicable grace period with respect thereto, or
in the event that any event of default with respect to any Senior Indebtedness
shall have occurred and be continuing and shall have resulted in such Senior

                                      50
<PAGE>
Indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, unless and until such
event of default shall have been cured or waived or shall have ceased to exist
and such acceleration shall have been rescinded or annulled, or (b) in the
event any judicial proceeding shall be pending with respect to any such default
in payment or event of default, then no payment (including any payment which
may be payable by reason of the payment of any other indebtedness of the
Company being subordinated to the payment of the Securities) shall be made by
the Company on account of the principal of or premium, if any, or interest on
the Securities or on account of the purchase or other acquisition of
Securities.

                  In the event that, notwithstanding the foregoing, the Company
shall make any payment to the Trustee or the Holder of any Security prohibited
by the foregoing provisions of this Section, and if such fact shall, at or
prior to the time of such payment, have been made known to the Trustee or such
Holder, as the case may be, then and in such event such payment shall be paid
over and delivered forthwith to the Company.

                  The provisions of this Section shall not apply to any payment
with respect to which Section 1202 would be applicable.

Section 1205.     Payment Permitted If No Default.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time except during
the pendency of any case, proceeding, dissolution, liquidation or other winding
up, general assignment for the benefit of creditors or other marshalling of
assets and liabilities of the Company referred to in Section 1202 or under the
conditions described in Section 1203 or 1204, from making payments at any time
of principal of and premium, if any, or interest on the Securities, or (b) the
application by the Trustee of any money deposited with it hereunder to the
payment of or on account of the principal of and premium, if any, or interest
on the Securities or the retention of such payment by the Holders, if, at the
time of such application by the Trustee, it did not have knowledge that such
payment would have been prohibited by the provisions of this Article.

Section 1206.     Subrogation to Rights of Holders of Senior Indebtedness.

         Subject to the payment in full of all amounts due on or in respect of
Senior Indebtedness, 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 (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 such Senior Indebtedness to
receive payments and distributions of cash, property and securities applicable
to the Senior Indebtedness until the principal of and premium, if any, and
interest on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to 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 or
distribution by the Company to or on account of the Senior Indebtedness.


                                      51
<PAGE>
Section 1207.     Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities
is intended to or shall (a) impair, as among the Company, its creditors other
than 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 premium, if any, and interest on
the Securities as and when the same shall become due and payable in accordance
with their terms; or (b) affect the relative rights against the Company or the
Holders of the Securities and creditors of the Company other than the holders
of Senior Indebtedness; or (c) prevent the Trustee or 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 of the holders of Senior Indebtedness to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder.

Section 1208.     Trustee to Effectuate Subordination.

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

Section 1209.     No Waiver of Subordination Provisions.

         No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
or the obligations hereunder of the Holders of the Securities to the holders of
Senior Indebtedness, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, Senior Indebtedness, or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any agreement
under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of Senior Indebtedness; and (iv) exercise or refrain from exercising
any rights against the Company and any other Person.

Section 1210.     Notice to Trustee.

         The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the Securities. Notwithstanding the provisions of
this Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the


                                      52
<PAGE>
making of any payment to or by the Trustee in respect of the Securities, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company or a holder of Senior Indebtedness or from any
trustee therefor; and, prior to the receipt of any such written notice, the
Trustee, subject to the provisions of Section 601, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section at
least four Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of and premium, if any, or interest on any Security),
then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same
to the purpose for which such money was received and shall not be affected by
any notice to the contrary which may be received by it within four Business
Days prior to such date.

         Subject to the provisions of Section 601, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee
therefor) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee therefor). In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of
any Person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.

Section 1211.     Reliance on Judicial Order or Certificate of Liquidating
                  Agent.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 601, and the
Holders of the Securities 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, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this
Article.

Section 1212.     Trustee Not Fiduciary for Holders of Senior Indebtedness.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if
it shall in good faith mistakenly pay over or distribute to Holders of
Securities or to the Company or to any other Person cash, property or
securities to which holders of Senior Indebtedness shall be entitled by virtue
of this Article or otherwise. 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, and no
implied covenants or obligations with respect to the holders of Senior
Indebtedness shall be read into this Article against the Trustee.


                                      53
<PAGE>
Section 1213.     Rights of Trustee as Holder of Senior Indebtedness;
                  Preservation of Trustee's Rights.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness which
may at any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder. Nothing in this Article shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 607.

Section 1214.     Article Applicable to Paying Agents.

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided,
however, that Section 1214 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

Section 1215.     Certain Conversions Deemed Payment.

         For the purposes of this Article only, (1) the issuance and delivery
of junior securities upon conversion of Securities in accordance with Article
Thirteen shall not be deemed to constitute a payment or distribution on account
of the principal of or premium or interest on Securities or on account of the
purchase or other acquisition of Securities, and (2) the payment, issuance or
delivery of cash, property or securities (other than junior securities) upon
conversion of a Security shall be deemed to constitute payment on account of
the principal of such Security. For the purposes of this Section, the term
"junior securities" means (a) shares of any class of capital stock of the
Company and (b) securities of the Company which are subordinated in right of
payment to all Senior Indebtedness which 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. Nothing contained in this Article 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 Holders of the
Securities, the right, which is absolute and unconditional, of the Holder of
any Security to convert such Security in accordance with Article Thirteen.

Section 1216.     No Suspension of Remedies.

         Nothing contained in this Article shall limit the right of the Trustee
or the Holders of the Securities to take any action to accelerate the maturity
of the Securities pursuant to the provisions described under Article Five and
as set forth in this Indenture or to pursue any rights or remedies hereunder or
under applicable law, subject to the rights, if any, under this Article of the
holders, from time to time, of Senior Indebtedness to receive the cash,
property or securities receivable upon the exercise of such rights or remedies.


                                      54
<PAGE>
                               ARTICLE THIRTEEN

                            CONVERSION OF SECURITIES

Section 1301.     Conversion Privilege and Conversion Price.

         Subject to and upon compliance with the provisions of this Article, at
the option of the Holder thereof, any Security or any portion of the principal
amount thereof which equals $1,000 or any integral multiple thereof may be
converted at any time (i) after the average of the daily Closing Prices of the
Common Stock for any 20 Trading Days out of 30 consecutive Trading Days is at
least 20% greater than the conversion price then in effect (the "Optional
Conversion Trading Price Requirement") and (ii) on or before the close of
business on August 26, 2009, or with respect to any Security or any portion
thereof called for redemption, until and including, but (unless the Company
defaults in making the payment due upon redemption) not after, the close of
business on the second Business Day preceding the Redemption Date, into the
number of fully paid and nonassessable whole shares (calculated as to each
conversion to the nearest 1/100th of a share) of Common Stock determined by
dividing the principal amount of the Security or portion thereof surrendered
for conversion by the conversion price in effect on the date of conversion.

         The Company may, at its option, at any time, waive the Trading Price
Requirement by giving written notice of such waiver to the Trustee and the
Holders and the conversion option shall then become exercisable after the date
of such waiver.

         The price at which shares of Common Stock shall be delivered upon
conversion (herein called the "conversion price") shall be initially $3.20 per
share of Common Stock. The conversion price shall be adjusted in certain
instances as provided in paragraphs (a), (b), (c), (d), (e), (f) and (i) of
Section 1305.

Section 1302.     Exercise of Conversion Privilege.

         In order to exercise the conversion privilege, the Holder of any
Security shall surrender such Security, duly endorsed or assigned to the
Company or in blank, at any office or agency of the Company maintained pursuant
to Section 1002, accompanied by written notice to the Company in the form
provided in the Security (or such other notice as is acceptable to the Company)
at such office or agency that the Holder elects to convert such Security or, if
less than the entire principal amount thereof is to be converted, the portion
thereof to be converted. Securities surrendered for conversion after the close
of business on any Regular Record Date next preceding any Interest Payment Date
and prior to the opening of business on such Interest Payment Date shall
(except in the case of Securities or portions thereof which have been called
for redemption) be accompanied by payment in New York Clearing House funds or
other funds acceptable to the Company of an amount equal to the interest
payable on such Interest Payment Date on the principal amount being surrendered
for conversion. Except as provided in the immediately preceding sentence and
subject to the provisions of Section 307, no payment or adjustment shall be
made upon any optional conversion on account of any interest accrued on the
Securities surrendered for conversion or on account of any dividends on the
Common Stock issued upon conversion.

         Securities shall be deemed to have been converted immediately prior to
the close of business on the day of surrender of such Securities for optional
conversion in accordance with the foregoing provisions, and at such time the
rights of the Holders of such Securities as Holders shall cease, and


                                      55
<PAGE>
the Person or Persons entitled to receive the Common Stock issuable upon
conversion shall be treated for all purposes of the record holder or holders of
such Common Stock as and after such time. As promptly as practicable on or
after the conversion date, the Company shall issue and shall deliver at such
office or agency a certificate or certificates for the number of full shares of
Common Stock issuable upon conversion, together with payment in lieu of any
fraction of a share, as provided in Section 1304.

         In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall, upon receipt of a
Company Order as set forth in Section 303, authenticate and deliver to the
Holder thereof, at the expense of the Company, a new Security or Securities of
authorized denominations in aggregate principal amount equal to the unconverted
portion of the principal amount of such Security.

Section 1303.     Mandatory Conversion.

         The Securities shall be subject to mandatory conversion ("Mandatory
Conversion") in the event: (i) the average of the daily Closing Prices of the
Common Stock for any 20 Trading Days out of 30 consecutive Trading Days ending
on or before August 26, 2005, is at least 87.5% greater than the conversion
price then in effect or (ii) the average of the daily Closing Prices of the
Common Stock for any 20 Trading Days out of 30 consecutive Trading Days ending
after August 26, 2005, is at least 25% greater than the Conversion Price then
in effect. The Securities shall be automatically converted on the 10th Business
Day following the first day on which the conditions to Mandatory Conversion
have been satisfied (the "Mandatory Conversion Date") into that number of fully
paid and non-assessable whole shares (calculated to the nearest 1/100th of a
share) of Common Stock determined by dividing the aggregate principal amount of
the Securities then Outstanding by the conversion price in effect on the
Mandatory Conversion Date.

         The Company shall monitor the Closing Price of the Common Stock and
shall give written notice to the Trustee and the Holders as soon as practicable
following the first date on which the conditions for a Mandatory Conversion
have been satisfied which notice shall set forth the Mandatory Conversion Date.
The Securities shall be deemed to have been converted immediately prior to the
close of business on the Mandatory Conversion Date, and at such time the rights
of the Holders of the Securities as Holders shall cease, and the Person or
Persons entitled to receive the Common Stock issuable upon conversion shall be
treated for all purposes as the record holder or holders of such Common Stock
as of the Mandatory Conversion Date. The Holder of any Security shall be
required to surrender such Security, duly endorsed or assigned to the Company
or in blank, at any office or agency of the Company maintained pursuant to
Section 1002, for the purpose of receiving a certificate or certificates for
the number of whole shares of Common Stock to which such Holder is entitled as
a result of the Mandatory Conversion. As promptly as practicable on or after
the Mandatory Conversion Date, the Company shall issue and shall deliver at
such office or agency a certificate or certificates for the number of full
shares of Common Stock issuable upon Mandatory Conversion, together with
payment in lieu of any fraction of a share, as provided in Section 1304. The
Company shall pay to the Holder upon surrender of a Security for Mandatory
Conversion interest accrued on such Security to the Mandatory Conversion Date
(subject to the right of Holders of record on the relevant Regular Record Date
to receive interest due on an Interest Payment Date that is on or prior to the
Mandatory Conversion Date).


                                      56
<PAGE>
Section 1304.     Fractions of Shares.

         No fractional share of Common Stock shall be issued upon optional
conversion or Mandatory Conversion of Securities. If more than one Security
shall be surrendered for conversion at one time by the same Holder, the number
of full shares which shall be issuable upon conversion thereof shall be
computed on the basis of the aggregate principal amount of the Securities (or
specified portions thereof) so surrendered. Instead of any fractional share of
Common Stock which would otherwise be issuable upon conversion of any Security
or Securities (or specified portions thereof), the Company shall pay a cash
adjustment in respect of such fraction in an amount equal to the same fraction
of the Closing Price (as hereinafter defined) at the close of business on the
day of conversion (or, if such day is not a Trading Day (as hereafter defined),
on the Trading Day immediately preceding such day).

Section 1305.     Adjustment of Conversion Price.

                  (a)      In case the Company shall pay or make a dividend or
other distribution on the Common Stock exclusively in Common Stock or shall pay
or make a dividend or other distribution on any other class of capital stock of
the Company which dividend or distribution includes Common Stock, the
conversion price in effect at the opening of business on the day following the
date fixed for the determination of shareholders entitled to receive such
dividend or other distribution shall be reduced by multiplying such conversion
price by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for such
determination and the denominator shall be the sum of such number of shares and
the total number of shares constituting such dividend or other distribution,
such reduction 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 shall not pay any dividend or make any distribution on shares of Common
Stock held in the treasury of the Company.

                  (b)      Subject to paragraph (g) of this Section, in case
the Company shall pay or make a dividend or other distribution on the Common
Stock consisting exclusively of, or shall otherwise issue to all holders of the
Common Stock, rights or warrants entitling the holders thereof to subscribe for
or purchase shares of Common Stock at a price per share less than the Current
Market Price (determined as provided in paragraph (h) of this Section) on the
date fixed for the determination of shareholders entitled to receive such
rights or warrants, the conversion price in effect at the opening of business
on the day following the date fixed for such determination shall be reduced by
multiplying such conversion price by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding at the close of business on
the date fixed for such determination plus the number of shares of Common Stock
which the aggregate of the offering price of the total number of shares of
Common Stock so offered for subscription or purchase would purchase at such
Current Market Price and the denominator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so offered for
subscription or purchase, such reduction to become effective immediately after
the opening of business on the day following the date fixed for such
determination. For the purposes of this paragraph (b), the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Company. The Company shall not issue any rights or warrants in
respect of shares of Common Stock held in the treasury of the Company.


                                      57
<PAGE>
                  (c)      In case outstanding shares of Common Stock shall be
subdivided into a greater number of shares of Common Stock, the conversion
price in effect at the opening of business on the day following the day upon
which such subdivision becomes effective shall be proportionately reduced, and,
conversely, in case outstanding shares of Common Stock shall be combined into a
smaller number of shares of Common Stock, the conversion price in effect at the
opening of business on the day following the day upon which such combination
becomes effective shall be proportionately increased, such reduction or
increase, as the case may be, to become effective immediately after the opening
of business on the day following the day upon which subdivision or combination
becomes effective.

                  (d)      Subject to the last sentence of this paragraph (d)
and to paragraph (g) of this Section, in case the Company shall, by dividend or
otherwise, distribute to all holders of the Common Stock evidences of its
indebtedness, shares of any class of its capital stock or other assets
(including securities, but excluding any rights or warrants referred to in
paragraph (b) of this Section, excluding any dividend or distribution paid
exclusively in cash and excluding any dividend or distribution referred to in
paragraph (a) of this Section), the conversion price shall be reduced by
multiplying the conversion price in effect immediately prior to the close of
business on the date fixed for the determination of shareholders entitled to
such distribution by a fraction of which the numerator shall be the Current
Market Price (determined as provided in paragraph (h) of this Section) on such
date less the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution) on such
date of the portion of the evidences of indebtedness, shares of capital stock
and other assets to be distributed applicable to one share of Common Stock and
the denominator shall be such Current Market Price, such reduction to become
effective immediately prior to the opening of business on the day following
such date. If the Board of Directors determines the fair market value of any
distribution for purposes of this paragraph (d) by reference to the actual or
when-issued trading market for any securities comprising part or all of such
distribution, it must in doing so consider the prices in such market over the
same period used in computing the Current Market Price pursuant to paragraph
(h) of this Section, to the extent possible. For purposes of this paragraph
(d), any dividend or distribution that includes shares of Common Stock, rights
or warrants to subscribe for or purchase shares of Common Stock or securities
convertible into or exchangeable for shares of Common Stock shall be deemed to
be (x) a dividend or distribution of the evidences of indebtedness, assets or
shares of capital stock other than such shares of Common Stock, such rights or
warrants or such convertible or exchangeable securities (making any conversion
price reduction required by this paragraph (d)) immediately followed by (y) in
the case of such shares of Common Stock or such rights or warrants, a dividend
or distribution thereof (making any further conversion price reduction required
by paragraph (a) and (b) of this Section, except 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 paragraph (a) of this Section), or (z) in the case of such
convertible or exchangeable securities, a dividend or distribution of the
number of shares of Common Stock as would then be issuable upon the conversion
or exchange thereof, whether or not the conversion or exchange of such
securities is subject to any conditions (making any further conversion price
reduction required by paragraph (a) of this Section, except the shares deemed
to constitute 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 paragraph (a) of this Section).

                  (e)      In case the Company shall, by dividend or otherwise,
at any time distribute to all holders of the Common Stock cash (excluding any
cash that is distributed as part of a distribution resulting in an adjustment
pursuant to paragraph (d) of this Section or in connection with a


                                      58
<PAGE>
transaction to which Section 1312 applies) in an aggregate amount that,
together with (i) the aggregate amount of any other distributions to all
holders of the Common Stock of cash within the 12 months preceding the date
fixed for the determination of shareholders entitled to such distribution and
in respect of which no conversion price adjustment pursuant to this paragraph
(e) has been made previously and (ii) the aggregate of any cash plus the fair
market value (as determined by the Board of Directors, whose determination
shall be conclusive and described in a Board Resolution) as of such date of
determination of consideration payable in respect of any tender offer by the
Company or a Subsidiary for all or any portion of the Common Stock consummated
within the 12 months preceding such date of determination and in respect of
which no conversion price adjustment pursuant to paragraph (f) of this Section
has been made previously, exceeds 12.5% of the product of the Current Market
Price (determined as provided in paragraph (h) of this Section) on such date of
determination times the number of shares of Common Stock outstanding on such
date, the conversion price shall be reduced by multiplying the conversion price
in effect immediately prior to the close of business on such date of
determination by a fraction of which the numerator shall be the Current Market
Price (determined as provided in paragraph (h) of this Section) on such date
less the amount of cash to be distributed at such time applicable to one share
of Common Stock and the denominator shall be such Current Market Price, such
reduction to become effective immediately prior to the opening of business on
the day after such date.

                  (f)      In case a tender offer made by the Company or any
Subsidiary for all or any portion of the Common Stock shall be consummated and
such tender offer shall involve an aggregate consideration having a fair market
value (as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution) as of the last time (the
"Expiration Time") that tenders may be made pursuant to such tender offer (as
it shall have been amended) that, together with (i) the aggregate of the cash
plus the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution) as of
the Expiration Time of the other consideration paid in respect of any other
tender offer by the Company or a Subsidiary for all or any portion of the
Common Stock consummated within the 12 months preceding the Expiration Time and
in respect of which no conversion price adjustment pursuant to this paragraph
(f) has been made previously and (ii) the aggregate amount of any distributions
to all holders of the Common Stock made exclusively in cash within the 12
months preceding the Expiration Time and in respect of which no conversion
price adjustment pursuant to paragraph (e) of this Section has been made
previously, exceeds 12.5% of the product of the Current Market Price
(determined as provided in paragraph (h) of this Section) immediately prior to
the Expiration Time times the number of shares of Common Stock outstanding
(including any tendered shares) at the Expiration Time, the conversion price
shall be reduced by multiplying the conversion price in effect immediately
prior to the Expiration Time by a fraction of which the numerator shall be (x)
the product of the Current Market Price (determined as provided in paragraph
(h) of this Section) immediately prior to the Expiration Time times the number
of shares of Common Stock outstanding (including any tendered shares) at the
Expiration Time minus (y) the fair market value (determined as aforesaid) of
the aggregate consideration payable to shareholders upon consummation of such
tender offer and the denominator shall be the product of (A) such Current
Market Price times (B) such number of outstanding shares at the Expiration Time
minus the number of shares accepted for payment in such tender offer (the
"Purchased Shares"), such reduction to become effective immediately prior to
the opening of business on the day following the Expiration Time; provided,
however, that if the number of Purchased Shares or the aggregate consideration
payable therefor have not been finally determined by such opening of business,
the adjustment required by this paragraph (f) shall, pending such final
determination, be made based upon the preliminarily announced results of such
tender offer, and, after such final determination shall have been made, the
adjustment


                                      59
<PAGE>
required by this paragraph (f) shall be made based upon the number of Purchased
Shares and the aggregate consideration payable therefor as so finally
determined.

                  (g)      The reclassification of Common Stock into securities
which include securities other than Common Stock (other than any
reclassification upon a consolidation or merger to which Section 1312 applies)
shall be deemed to involve (i) a distribution of such securities other than
Common Stock to all holders of Common Stock (and the effective date of such
reclassification shall be deemed to be "the date fixed for the determination of
shareholders entitled to such distribution" within the meaning of paragraph (d)
of this Section), and (ii) a subdivision or combination, as the case may be, of
the number of shares of Common Stock outstanding immediately prior to such
reclassification into the number of shares of Common Stock outstanding
immediately thereafter (and the effective date of such reclassification shall
be deemed to be "the day upon which such subdivision becomes effective" or "the
day upon which such combination becomes effective", as the case may be, and
"the day upon which such subdivision or combination becomes effective" within
the meaning of paragraph (c) of this Section).

                  Rights or warrants issued by the Company to all holders of
the Common Stock entitling the holders thereof to subscribe for or purchase
shares of Common Stock (either initially or under certain circumstances), which
rights or warrants (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, in each case in clauses (i) through (iii) until the
occurrence of a specified event or events ("Trigger Event"), shall for purposes
of this Section 1305 not be deemed issued until the occurrence of the earliest
Trigger Event. If any such rights or warrants, including any such existing
rights or warrants distributed prior to the date of this Indenture are subject
to subsequent events, upon the occurrence of each of which such rights or
warrants shall become exercisable to purchase different securities, evidences
of indebtedness or other assets, then the occurrence of each such event shall
be deemed to be such date of issuance and record date with respect to new
rights or warrants (and a termination or expiration of the existing rights or
warrants without exercise by the holder thereof). In addition, in the event of
any distribution (or deemed distribution) of rights or warrants, or any Trigger
Event with respect thereto, that was counted for purposes of calculating a
distribution amount for which an adjustment to the Conversion Price under this
Section 1305 was made, (1) in the case of any such rights or warrant which
shall all have been redeemed or repurchased without exercise by any holders
thereof, the Conversion Price 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 which
shall have expired or been terminated without exercise by any holders thereof,
the Conversion Price shall be readjusted as if such rights and warrants had not
been issued.

                  Notwithstanding any other provision of this Section 1305 to
the contrary, rights, warrants, evidences of indebtedness, other securities,
cash or other assets (including, without limitation, any rights distributed
pursuant to any stockholder rights plan) shall be deemed not to have been
distributed for purposes of this Section 1305 if the Company makes proper
provision so that each holder of Securities who converts a Security (or any
portion thereof) after the date fixed for determination of stockholders
entitled to receive such distribution shall be entitled to receive upon such
conversion, in addition to the shares of Common Stock issuable upon such
conversions, the amount and kind of such distributions that such holder would
have been entitled to receive if such


                                      60
<PAGE>
holder had, immediately prior to such determination date, converted such
Security into Common Stock.

                  (h)      For the purpose of any computation under this
paragraph and paragraphs (b), (d) and (e) of this Section, the current market
price per share of Common Stock (the "Current Market Price") on any date shall
be deemed to be the average of the daily Closing Prices for the 5 consecutive
Trading Days selected by the Company commencing not more than 20 Trading Days
before, and ending not later than, the date in question; provided, however,
that (i) if the "ex" date for any event (other than the issuance or
distribution requiring such computation) that requires an adjustment to the
conversion price pursuant to paragraph (a), (b), (c), (d), (e) or (f) above
occurs on or after the 20th Trading Day prior to the date in question and prior
to the "ex" date for the issuance or distribution requiring such computation,
the Closing Price for each Trading Day prior to the "ex" date for such other
event shall be adjusted by multiplying such Closing Price by the same fraction
by which the conversion price is so required to be adjusted as a result of such
other event, (ii) if the "ex" date for any event (other than the issuance or
distribution requiring such computation) that requires an adjustment to the
conversion price pursuant to paragraph (a), (b), (c), (d), (e) or (f) above
occurs on or after the "ex" date for the issuance or distribution requiring
such computation and on or prior to the date in question, the Closing Price for
each Trading Day on and after the "ex" date for such other event shall be
adjusted by multiplying such Closing Price by the reciprocal of the fraction by
which the conversion price is so required to be adjusted as a result of such
other event, and (iii) if the "ex" date for the issuance or distribution
requiring such computation is on or prior to the date in question, after taking
into account any adjustment required pursuant to clause (ii) of this proviso,
the Closing Price for each Trading Day on or after such "ex" date shall be
adjusted by adding thereto the amount of any cash and the fair market value on
the date in question (as determined by the Board of Directors in a manner
consistent with any determination of such value for purposes of paragraph (d)
or (e) of this Section, whose determination shall be conclusive and described
in a Board Resolution) of the evidences of indebtedness, shares of capital
stock or assets being distributed applicable to one share of Common Stock as of
the close of business on the day before such "ex" date. For the purpose of any
computation under paragraph (f) of this Section, the Current Market Price on
any date shall be deemed to be the average of the daily Closing Prices for the
5 consecutive Trading Days selected by the Company commencing on or after the
latest (the "Commencement Date") of (i) the date 20 Trading Days before the
date in question, (ii) the date of commencement of the tender offer requiring
such computation and (iii) the date of the last amendment, if any, of such
tender offer involving a change in the maximum number of shares for which
tenders are sought or a change in the consideration offered, and ending not
later than the Expiration Time of such tender offer; provided, however, that if
the "ex" date for any event (other than the tender offer requiring such
computation) that requires an adjustment to the conversion price pursuant to
paragraph (a), (b), (c), (d), (e) or (f) above occurs on or after the
Commencement Date and prior to the Expiration Time for the tender offer
requiring such computation, the Closing Price for each Trading Day prior to the
"ex" date for such other event shall be adjusted by multiplying such Closing
Price by the same fraction by which the conversion price is so required to be
adjusted as a result of such other event. The closing price for any Trading Day
(the "Closing Price") shall be the last reported sales price regular way or, in
case no such reported sale takes place on such day, the average of the reported
closing bid and asked prices regular way, in either case on the New York Stock
Exchange or, if the Common Stock is not listed or admitted to trading on such
exchange, on the principal national securities exchange on which the Common
Stock is listed or admitted to trading or, if not listed or admitted to trading
on any national securities exchange, on the Nasdaq Stock Market's National
Market or, if the Common Stock is not listed or admitted to trading on any
national securities exchange or quoted on such National Market, the average of
the closing bid and asked prices in the over-the-counter market as furnished by
any


                                      61
<PAGE>
New York Stock Exchange member firm selected from time to time by the Company
for that purpose. For purposes of this paragraph, the term "Trading Day" means
each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on
which securities are generally not traded on the applicable securities exchange
or in the applicable securities market and the term "`ex' date," (i) 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 Prices were obtained without the right to receive
such issuance or distribution, (ii) 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, and (iii) when
used with respect to any tender offer means the first date on which the Common
Stock trades regular way on such exchange or in such market after the last time
that tenders may be made pursuant to such tender offer (as it shall have been
amended).

                  (i)      The Company may make such reductions in the
conversion price, in addition to those required by paragraphs (a), (b), (c),
(d), (e) and (f) of this Section, as it considers to be advisable (as evidenced
by a Board Resolution) in order that any event treated for federal income tax
purposes as a dividend of stock or stock rights shall not be taxable to the
recipients or, if that is not possible, to diminish any income taxes that are
otherwise payable because of such event.

                  (j)      No adjustment in the conversion price shall be
required unless such adjustment (plus any other adjustments not previously made
by reason of this paragraph (j) would require an increase or decrease of at
least 1% in the conversion price; provided, however, that any adjustments which
by reason of this paragraph (j) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment.

                  (k)      Notwithstanding any other provision of this Section
1305, no adjustment to the conversion price shall reduce the conversion price
below the then par value per share of the Common Stock, and any such purported
adjustment shall instead reduce the conversion price to such par value. The
Company hereby covenants not to take any action to increase the par value per
share of the Common Stock.

Section 1306.     Notice of Adjustments of Conversion Price.

         Whenever the conversion price is adjusted as herein provided:

                           (a)      the Company shall compute the adjusted
                  conversion price in accordance with Section 1305 and shall
                  prepare an Officers' Certificate signed by the Treasurer of
                  the Company setting forth the adjusted conversion price and
                  showing in reasonable detail the facts upon which such
                  adjustment is based, and such certificate shall forthwith be
                  filed (with a copy to the Trustee) at each office or agency
                  maintained for the purpose of conversion of Securities
                  pursuant to Section 1002; and

                           (b)      a notice stating that the conversion price
                  has been adjusted and setting forth the adjusted conversion
                  price shall forthwith be prepared, and as soon as practicable
                  after it is prepared, such notice shall be mailed by the
                  Company to all Holders at their last addresses as they shall
                  appear in the Security Register.


                                      62
<PAGE>
Section 1307.     Notice of Certain Corporate Action.

         In case:

                           (a)      the Company shall declare a dividend (or
                  any other distribution) on its Common Stock payable (i)
                  otherwise than exclusively in cash or (ii) exclusively in
                  cash in an amount that would require a conversion price
                  adjustment pursuant to paragraph (e) of Section 1305; or

                           (b)      the Company shall authorize the granting to
                  the holders of its Common Stock of rights or warrants to
                  subscribe for or purchase any shares of capital stock of any
                  class or of any other rights (excluding shares of capital
                  stock or option for capital stock issued pursuant to a
                  benefit plan for employees, officers or directors of the
                  Company); or

                           (c)      of any reclassification of the Common Stock
                  (other than a subdivision or combination of the outstanding
                  shares of Common Stock), or of any consolidation, merger or
                  share exchange to which the Company is a party and for which
                  approval of any shareholders 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; or

                           (e)      the Company or any Subsidiary shall
                  commence a tender offer for all or a portion of the
                  outstanding shares of Common Stock (or shall amend any such
                  tender offer to change the maximum number of shares being
                  sought or the amount or type of consideration being offered
                  therefor);

then the Company shall cause to be filed (with a copy to the Trustee) at each
office or agency maintained pursuant to Section 1002, and shall cause to be
mailed to all Holders at their last addresses as they shall appear in the
Security Register, at least 21 days (or 11 days in any case specified in clause
(a), (b) or (e) above) prior to the applicable record, effective or expiration
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 granting of
rights or warrants, or, if a record is not to be taken, the date as of which
the holders of Common Stock of record who will be entitled to such dividend,
distribution, rights or warrants are to be determined, (y) the date on which
such reclassification, consolidation, merger, share exchange, sale, transfer,
dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, share
exchange, sale, transfer, dissolution, liquidation or winding up, or (z) the
date on which such tender offer commenced, the date on which such tender offer
is scheduled to expire unless extended, the consideration offered and the other
material terms thereof (or the material terms of any amendment thereto).
Neither the failure to give any such notice nor any defect therein shall affect
the legality or validity of any action described in clauses (a) through (e) of
this Section 1307.


                                      63
<PAGE>
Section 1308.     Company to Reserve Common Stock.

         The Company shall at all times reserve and keep available, free from
preemptive rights, out of the authorized but unissued Common Stock or out of
the Common Stock held in treasury, for the purpose of effecting the conversion
of Securities, the full number of shares of Common Stock then issuable upon the
conversion of all outstanding Securities. Shares of Common Stock issuable upon
conversion of outstanding Securities shall be issued out of the Common Stock
held in Treasury to the extent available.

Section 1309.     Taxes on Conversions.

         The Company will pay any and all documentary, stamp or similar issue
or transfer taxes that may be payable in respect of the issue or delivery of
shares of Common Stock on conversion of Securities pursuant hereto. The Company
shall not, however, be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of shares of Common Stock in
a name other than that of the Holder of the Security or Securities to be
converted, and no such issue or delivery shall be made unless and until the
Person requesting such issue has paid to the Company the amount of any such
tax, or has established to the satisfaction of the Company that such tax has
been paid.

Section 1310.     Covenant as to Common Stock.

         The Company covenants that all shares of Common Stock which may be
issued upon conversion of Securities will upon issue be fully paid and
nonassessable and, except as provided in Section 1308, the Company will pay all
taxes, liens and charges with respect to the issue thereof.

Section 1311.     Cancellation of Converted Securities.

         All Securities delivered for conversion shall be delivered to the
Trustee to be canceled by or at the direction of the Trustee, which shall
dispose of the same as provided in Section 309.

Section 1312.     Effect of Consolidation, Merger or Sale of Assets.

         In case of any consolidation of the Company with, or merger of the
Company into, any other Person, any merger of another Person into the Company
(other than a merger which does not result in any reclassification, conversion,
exchange or cancellation of outstanding shares of Common Stock) or any sale or
transfer of all or substantially all of the assets of the Company, 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 providing that the Holder of each Security then
Outstanding shall have the right thereafter, during the period such Security
shall be convertible as specified in Section 1301, to convert such Security
only into the kind and amount of securities, cash and other property, if any,
receivable upon such consolidation, merger, sale or transfer by a holder of the
number of shares of Common Stock into which such Security might have been
converted immediately prior to such consolidation, merger, sale or transfer,
assuming such holder of Common Stock (i) is not a Person with which the Company
consolidated or into which the Company merged or which merged into the Company
or to which such sale or transfer was made, as the case may be (a "Constituent
Person"), or an Affiliate of a Constituent Person and (ii) failed to exercise
his rights of election, if any, as to the kind or amount of securities, cash
and other property receivable upon such consolidation, merger, sale or transfer
(provided that if the kind or amount of


                                      64
<PAGE>
securities, cash and other property receivable upon such consolidation, merger,
sale or transfer is not the same for each share of Common Stock held
immediately prior to such consolidation, merger, sale or transfer by other than
a Constituent Person or an Affiliate thereof and in respect of which such
rights of election shall not have been exercised ("nonelecting share"), then
for the purpose of this Section the kind and amount of securities, cash and
other property receivable upon such consolidation, merger, sale or transfer by
each nonelecting share shall be deemed to be the kind and amount so receivable
per share by a plurality of the nonelecting shares). Such supplemental
indenture shall provide for adjustments which, for events subsequent to the
effective date of such supplemental indenture, shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Article. The above
provisions of this Section shall similarly apply to successive consolidations,
mergers, sales or transfers.

Section 1313.     Trustee's Disclaimer.

         The Trustee has no duty to determine when an adjustment under this
Article 13 should be made, how it should be made or what such adjustment should
be, but may accept as conclusive evidence of the correctness of any such
adjustment, and shall be protected in relying upon, the Officers' Certificate
with respect thereto which the Company is obligated to file with the Trustee
pursuant to Section 1306. The Trustee makes no representation as to the
validity or value of any securities or assets issued upon conversion of
Securities, and the Trustee shall not be responsible for the Company's failure
to comply with any provisions of this Article 13.

         The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 1312, but shall be entitled to receive and may accept as
conclusive evidence of the correctness thereof, and shall be protected in
relying upon, an Officers' Certificate with respect thereto.

                               ARTICLE FOURTEEN

                          RIGHT TO REQUIRE REPURCHASE

Section 1401.     Right to Require Repurchase.

                  (a)      In the event that there shall occur a Repurchase
Event (as defined in Section 1406), then (subject to the provisions of
paragraph (b) of this Section 1401) each Holder shall have the right, at such
Holder's option, to require the Company to purchase, and upon the exercise of
such right, the Company shall, subject to the provisions of Section 1203,
purchase, all or any part of such Holder's Securities on the date (the
"Repurchase Date") that is 60 days after the date the Company gives notice of
the Repurchase Event as contemplated in Section 1402(a) at a price (the
"Repurchase Price") equal to 100% of the principal amount thereof, together
with accrued and unpaid interest to the Repurchase Date. The obligation of the
Company to purchase Securities as provided in this Article Fourteen is referred
to as the "Repurchase Obligation."


                                      65
<PAGE>
                  (b)      Anything herein to the contrary notwithstanding, the
Holders of a majority in aggregate principal amount of the Securities then
Outstanding shall have the right to waive the Repurchase Obligation with
respect to any Repurchase Event by giving written notice thereof to the Company
prior to the Repurchase Date. If the Repurchase Obligation is waived as
provided in the immediately preceding sentence, the Holders shall have no right
to require the Company to purchase, and the Company shall have no obligation to
purchase, any of the Securities as a result of the applicable Repurchase Event.

Section 1402.     Notice; Method of Exercising Repurchase Right.

                  (a)      On or before the 60th day after the occurrence of a
Repurchase Event, the Company, or upon Company request received by the Trustee
at least 45 days prior to the Repurchase Date, the Trustee (in the name and at
the expense of the Company), shall give notice of the occurrence of the
Repurchase Event and of the repurchase right set forth herein arising as a
result thereof by first-class mail, postage prepaid, to each Holder of the
Securities at such Holder's address appearing in the Security Register. The
Company shall also deliver a copy of such notice of a repurchase right to the
Trustee.

         Each notice of a repurchase right shall state:

                  (1)      the event constituting the Repurchase Event and the
                           date thereof,

                  (2)      the Repurchase Date,

                  (3)      the date by which the repurchase right must be
                           exercised,

                  (4)      the Repurchase Price, and

                  (5)      the instructions a Holder must follow to exercise a
                           repurchase right.

         No failure of the Company to give the foregoing notice shall limit any
Holder's right to exercise a repurchase right. The Trustee shall have no
obligation to determine if there shall have occurred a Repurchase Event.

                  (b)      To exercise a repurchase right, a Holder shall
deliver to the Company (or an agent designated by the Company for such purpose
in the notice referred to in (a) above) and to the Trustee on or before the
close of business on the Repurchase Date (i) written notice of the Holder's
exercise of such right, which notice shall set forth the name of the Holder,
the principal amount of the Security or Securities (or portion of a Security)
to be repurchased, and a statement that an election to exercise the repurchased
right is being made thereby, and (ii) the Security or Securities with respect
to which the repurchase right is being exercised, duly endorsed for transfer to
the Company. Such written notice shall be irrevocable. If the Repurchase Date
falls between any Regular Record Date and the next succeeding Interest Payment
Date, Securities to be repurchased must be accompanied by payment from the
Holder of an amount equal to the interest thereon which the registered Holder
thereof is to receive on such Interest Payment Date.

                  (c)      In the event a repurchase right shall be exercised
in accordance with the terms hereof, the Company shall on the Repurchase Date
pay or cause to be paid in cash to the Holder thereof the Repurchase Price of
the Security or Securities as to which the repurchase right had been exercised.
In the event that a repurchase right is exercised with respect to less than the
entire


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principal amount of a surrendered Security, the Company shall execute and
deliver to the Trustee and the Trustee shall, upon receipt of a Company Order
as set forth in Section 303, authenticate for issuance in the name of the
Holder a new Security or Securities in the aggregate principal amount of the
unrepurchased portion of such surrendered security.

Section 1403.     Deposit of Repurchase Price.

         On or prior to the Repurchase Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money in same day funds sufficient to pay the Repurchase Price of the
Securities which are to be repaid on the Repurchase Date.

Section 1404.     Securities Not Repurchased on Repurchase Date.

         If any Security surrendered for repurchase shall not be so paid on the
Repurchase Date, the principal shall, until paid, bear interest to the extent
permitted by applicable law from the Repurchase Date at the rate per annum
borne by such Security.

Section 1405.     Securities Repurchased in Part.

         Any Security which is to be repurchased only in part shall be
surrendered at any office or agency of the Company designated for that purpose
pursuant to Section 1002 (with, if the Company or the Trustee so requires, due
endorsement by, or written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall, upon receipt of a Company Order as set forth in Section 303,
authenticate and deliver to the Holder of such Security without service charge,
a new Security or Securities of any authorized denomination as requested by
such Holder, in aggregate principal amount equal to and in exchange for the
unrepurchased portion of the principal of the Security so surrendered.

Section 1406.     Certain Definitions.

                  For purposes of this Article:

                  (a)      A "Repurchase Event" shall have occurred upon the
occurrence of (i) a Change in Control followed by a determination of a
nationally recognized credit rating agency that the credit rating applicable to
the Securities immediately following the Change in Control is not at least as
favorable as the credit rating in effect immediately prior to the Change in
Control, or (ii) Termination of Trading, in each case after the date of this
Indenture and on or prior to the earlier of final Maturity or the redemption of
all Outstanding Securities.

                  (b)      A "Change in Control" shall occur when:

                           (i)      all or substantially all of the Company's
                  assets are sold as an entirety to any person or related group
                  of persons;

                           (ii)     there shall be consummated any
                  consolidation or merger of the Company (A) in which the
                  Company is not the continuing or surviving corporation (other
                  than a consolidation or merger with a wholly owned subsidiary
                  of the Company in which all shares of Common Stock
                  outstanding immediately prior to the effectiveness


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<PAGE>
                  thereof are changed into or exchanged for the same
                  consideration) or (B) pursuant to which the Common Stock
                  would be converted into cash, securities or other property,
                  except in the case of (A) and (B), a consolidation or merger
                  of the Company in which the holders of the Common Stock
                  immediately prior to the consolidation or merger have,
                  directly or indirectly, at least a majority of the total
                  voting power of all classes of capital stock entitled to vote
                  generally in the election of directors of the continuing or
                  surviving corporation immediately after such consolidation or
                  merger in substantially the same proportion as their
                  ownership of Common Stock immediately before such
                  transaction;

                           (iii)    any person, or any persons acting together
                  which would constitute a "group" for purposes of Section
                  13(d) of the Exchange Act (a "Group"), together with any
                  Affiliates thereof shall beneficially own (as defined in Rule
                  13d-3 under the Exchange Act) at least 50% of the total
                  voting power of all classes of capital stock of the Company
                  entitled to vote generally in the election of directors of
                  the Company;

                           (iv)     at any time during any consecutive two-year
                  period, individuals who at the beginning of such period
                  constituted the Board of Directors of the Company (together
                  with any new directors whose election by such Board of
                  Directors or whose nomination for election by the
                  stockholders of the Company was approved by a vote of 66 2/3%
                  of the directors then still in office who were either
                  directors at the beginning of such period or whose election
                  or nomination for election was previously so approved) cease
                  for any reason to constitute a majority of the Board of
                  Directors of the Company then in office; or

                           (v)      the Company is liquidated or dissolved or
                  adopts a plan of liquidation or dissolution; provided,
                  however, that a Change in Control shall not be deemed to have
                  occurred if either (a) the closing price per share of the
                  Common Stock for any 10 Trading Days within the period of 20
                  consecutive Trading Days ending immediately before the Change
                  in Control shall equal or exceed 105% of the conversion price
                  in effect on each such Trading Day, or (b) (i) at least 90%
                  of the consideration (excluding cash payments for fractional
                  shares) in the transaction or transactions constituting the
                  Change in Control consists of shares of common stock with
                  full voting rights traded on a national securities exchange
                  or quoted on the Nasdaq National Market (or which will be so
                  traded or quoted when issued or exchanged in connection with
                  such Change in Control) (such securities being referred to as
                  "Publicly Traded Securities") and as a result of such
                  transaction or transactions such Debentures become
                  convertible solely into such Publicly Traded Securities and
                  (ii) the consideration in the transaction or transactions
                  constituting the Change in Control consists of cash, Publicly
                  Traded Securities or a combination of cash and Publicly
                  Traded Securities with an aggregate fair market value (which,
                  in the case of Publicly Traded Securities, shall be equal to
                  the average closing price of such Publicly Traded Securities
                  during the ten consecutive Trading Days commencing with the
                  sixth Trading Day following consummation of the transaction
                  or transactions constituting the Change in Control) of at
                  least 105% of the conversion price in effect on the date
                  immediately preceding the date of consummation of such Change
                  in Control.

                  (c)      A "Termination of Trading" shall occur if the Common
Stock (or other common stock into which the Securities are then convertible) is
not (i) listed for trading on a U.S.


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<PAGE>
national securities exchange, (ii) approved for trading on an established
automated over-the-counter trading market in the United States including
Nasdaq's electronic bulletin board), or (iii) quoted or reported by Pink Sheets
LLC or a similar organization or agency succeeding to its functions of
reporting trading quotes or prices.


                                      69
<PAGE>
This instrument may be executed in any number of counterparts, each of which
when so executed, shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.


                                        WORLD AIRWAYS, INC.

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


-------------------------------
Name:
Title:
                                        WACHOVIA BANK, N.A., as Trustee

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


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


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