<PAGE>

                                                                  EXECUTION COPY


================================================================================







                         L-3 COMMUNICATIONS CORPORATION,
                                    As Issuer





                       SENIOR SUBORDINATED NOTES DUE 2009




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

                                    INDENTURE

                            Dated as of March 8, 2002

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




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

                              The Bank of New York,
                                   As Trustee

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








================================================================================

<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

<S>                    <C>                                                                                       <C>
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................1
-----------------------------------------------------

   SECTION 1.01       DEFINITIONS.................................................................................1
   ------------       ------------
   SECTION 1.02       OTHER DEFINITIONS..........................................................................18
   ------------       ------------------
   SECTION 1.03       INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT..........................................19
   ------------       --------------------------------------------------
   SECTION 1.04       RULES OF CONSTRUCTION......................................................................19
   ------------       ----------------------

ARTICLE 2. THE NOTES.............................................................................................20
--------------------

   SECTION 2.01       FORM AND DATING............................................................................20
   ------------       ----------------
   SECTION 2.02       EXECUTION AND AUTHENTICATION...............................................................20
   ------------       -----------------------------
   SECTION 2.03       REGISTRAR AND PAYING AGENT.................................................................21
   ------------       ---------------------------
   SECTION 2.04       PAYING AGENT TO HOLD MONEY IN TRUST........................................................21
   ------------       ------------------------------------
   SECTION 2.05       HOLDER LISTS...............................................................................22
   ------------       -------------
   SECTION 2.06       TRANSFER AND EXCHANGE......................................................................22
   ------------       ----------------------
   SECTION 2.07       REPLACEMENT NOTES..........................................................................34
   ------------       ------------------
   SECTION 2.08       OUTSTANDING NOTES..........................................................................34
   ------------       ------------------
   SECTION 2.09       TREASURY NOTES.............................................................................35
   ------------       ---------------
   SECTION 2.10       TEMPORARY NOTES............................................................................35
   ------------       ----------------
   SECTION 2.11       CANCELLATION...............................................................................35
   ------------       -------------
   SECTION 2.12       DEFAULTED INTEREST.........................................................................35
   ------------       -------------------
   SECTION 2.13       CUSIP NUMBERS..............................................................................36
   ------------       --------------

ARTICLE 3. REDEMPTION AND PREPAYMENT.............................................................................36
------------------------------------

   SECTION 3.01       [RESERVED].................................................................................36
   ------------       -----------
   SECTION 3.02       SELECTION OF NOTES TO BE REDEEMED..........................................................36
   ------------       ----------------------------------
   SECTION 3.03       NOTICE OF REDEMPTION.......................................................................37
   ------------       ---------------------
   SECTION 3.04       EFFECT OF NOTICE OF REDEMPTION.............................................................37
   ------------       -------------------------------
   SECTION 3.05       DEPOSIT OF REDEMPTION PRICE................................................................38
   ------------       ----------------------------
   SECTION 3.06       NOTES REDEEMED IN PART.....................................................................38
   ------------       -----------------------
   SECTION 3.07       [RESERVED].................................................................................38
   ------------       -----------
   SECTION 3.08       MANDATORY REDEMPTION.......................................................................38
   ------------       ---------------------
   SECTION 3.09       OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS........................................38
   ------------       ----------------------------------------------------

ARTICLE 4. COVENANTS.............................................................................................40
--------------------

   SECTION 4.01       PAYMENT OF NOTES...........................................................................40
   ------------       -----------------
   SECTION 4.02       MAINTENANCE OF OFFICE OR AGENCY............................................................40
   ------------       --------------------------------
   SECTION 4.03       REPORTS....................................................................................41
   ------------       --------
   SECTION 4.04       COMPLIANCE CERTIFICATE.....................................................................42
   ------------       -----------------------
   SECTION 4.05       TAXES......................................................................................42
   ------------       ------
   SECTION 4.06       [INTENTIONALLY OMITTED]....................................................................43
   ------------       -----------------------
   SECTION 4.07       RESTRICTED PAYMENTS........................................................................43
   ------------       --------------------
   SECTION 4.08       DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.............................45
   ------------       ---------------------------------------------------------------
   SECTION 4.09       INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.................................46
   ------------       -----------------------------------------------------------
   SECTION 4.10       ASSET SALES................................................................................49
   ------------       ------------
   SECTION 4.11       TRANSACTIONS WITH AFFILIATES...............................................................50
   ------------       -----------------------------
   SECTION 4.12       LIENS......................................................................................51
   ------------       ------

                                       i
<PAGE>

   SECTION 4.13       FUTURE SUBSIDIARY GUARANTEES...............................................................51
   ------------       -----------------------------
   SECTION 4.14       CORPORATE EXISTENCE........................................................................52
   ------------       --------------------
   SECTION 4.15       OFFER TO REPURCHASE UPON CHANGE OF CONTROL.................................................52
   ------------       -------------------------------------------
   SECTION 4.16       NO SENIOR SUBORDINATED DEBT................................................................53
   ------------       ----------------------------
   SECTION 4.17       PAYMENTS FOR CONSENT.......................................................................53
   ------------       ---------------------
   SECTION 4.18       NO REDEMPTION OF EXISTING SENIOR SUBORDINATED INDEBTEDNESS.................................53
   ------------       -----------------------------------------------------------

ARTICLE 5. SUCCESSORS............................................................................................54
---------------------

   SECTION 5.01       MERGER, CONSOLIDATION, OR SALE OF ASSETS...................................................54
   ------------       -----------------------------------------
   SECTION 5.02       SUCCESSOR CORPORATION SUBSTITUTED..........................................................55
   ------------       ----------------------------------

ARTICLE 6. DEFAULTS AND REMEDIES.................................................................................55
--------------------------------

   SECTION 6.01       EVENTS OF DEFAULT..........................................................................55
   ------------       ------------------
   SECTION 6.02       ACCELERATION...............................................................................57
   ------------       -------------
   SECTION 6.03       OTHER REMEDIES.............................................................................57
   ------------       ---------------
   SECTION 6.04       WAIVER OF PAST DEFAULTS....................................................................57
   ------------       ------------------------
   SECTION 6.05       CONTROL BY MAJORITY........................................................................58
   ------------       --------------------
   SECTION 6.06       LIMITATION ON SUITS........................................................................58
   ------------       --------------------
   SECTION 6.07       RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT..............................................58
   ------------       ----------------------------------------------
   SECTION 6.08       COLLECTION SUIT BY TRUSTEE.................................................................58
   ------------       ---------------------------
   SECTION 6.09       TRUSTEE MAY FILE PROOFS OF CLAIM...........................................................59
   ------------       ---------------------------------
   SECTION 6.10       PRIORITIES.................................................................................59
   ------------       -----------
   SECTION 6.11       UNDERTAKING FOR COSTS......................................................................60
   ------------       ----------------------

ARTICLE 7. TRUSTEE...............................................................................................60
------------------

   SECTION 7.01       DUTIES OF TRUSTEE..........................................................................60
   ------------       ------------------
   SECTION 7.02       RIGHTS OF TRUSTEE..........................................................................61
   ------------       ------------------
   SECTION 7.03       INDIVIDUAL RIGHTS OF TRUSTEE...............................................................62
   ------------       -----------------------------
   SECTION 7.04       TRUSTEE'S DISCLAIMERS......................................................................62
   ------------       ----------------------
   SECTION 7.05       NOTICE OF DEFAULTS.........................................................................62
   ------------       -------------------
   SECTION 7.06       REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.................................................62
   ------------       -------------------------------------------
   SECTION 7.07       COMPENSATION AND INDEMNITY.................................................................63
   ------------       ---------------------------
   SECTION 7.08       REPLACEMENT OF TRUSTEE.....................................................................64
   ------------       -----------------------
   SECTION 7.09       SUCCESSOR TRUSTEE BY MERGER, ETC...........................................................65
   ------------       ---------------------------------
   SECTION 7.10       ELIGIBILITY; DISQUALIFICATION..............................................................65
   ------------       ------------------------------
   SECTION 7.11       PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY..........................................65
   ------------       --------------------------------------------------

ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE..............................................................65
---------------------------------------------------

   SECTION 8.01       OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE...................................65
   ------------       ---------------------------------------------------------
   SECTION 8.02       LEGAL DEFEASANCE AND DISCHARGE.............................................................65
   ------------       -------------------------------
   SECTION 8.03       COVENANT DEFEASANCE........................................................................66
   ------------       --------------------
   SECTION 8.04       CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.................................................66
   ------------       -------------------------------------------
   SECTION 8.05       DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS
   ------------       ----------------------------------------------------------------------------------
                           PROVISIONS............................................................................67
                           -----------
   SECTION 8.06       REPAYMENT TO COMPANY.......................................................................68
   ------------       ---------------------
   SECTION 8.07       REINSTATEMENT..............................................................................68
   ------------       --------------

ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER......................................................................69
-------------------------------------------

   SECTION 9.01       WITHOUT CONSENT OF HOLDERS OF NOTES........................................................69
   ------------       ------------------------------------

                                       ii

<PAGE>

   SECTION 9.02       WITH CONSENT OF HOLDERS OF NOTES...........................................................69
   ------------       ---------------------------------
   SECTION 9.03       COMPLIANCE WITH TRUST INDENTURE ACT........................................................71
   ------------       ------------------------------------
   SECTION 9.04       REVOCATION AND EFFECT OF CONSENTS..........................................................71
   ------------       ----------------------------------
   SECTION 9.05       NOTATION ON OR EXCHANGE OF NOTES...........................................................71
   ------------       ---------------------------------
   SECTION 9.06       TRUSTEE TO SIGN AMENDMENTS, ETC............................................................71
   ------------       --------------------------------

ARTICLE 10. SUBORDINATION........................................................................................72
-------------------------

   SECTION 10.01      AGREEMENT TO SUBORDINATE...................................................................72
   -------------      -------------------------
   SECTION 10.02      LIQUIDATION; DISSOLUTION; BANKRUPTCY.......................................................72
   -------------      -------------------------------------
   SECTION 10.03      DEFAULT ON DESIGNATED SENIOR DEBT..........................................................72
   -------------      ----------------------------------
   SECTION 10.04      ACCELERATION OF SECURITIES.................................................................73
   -------------      ---------------------------
   SECTION 10.05      WHEN DISTRIBUTION MUST BE PAID OVER........................................................73
   -------------      ------------------------------------
   SECTION 10.06      NOTICE BY COMPANY..........................................................................73
   -------------      -----------------
   SECTION 10.07      SUBROGATION................................................................................74
   -------------      ------------
   SECTION 10.08      RELATIVE RIGHTS............................................................................74
   -------------      ----------------
   SECTION 10.09      SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY...............................................75
   -------------      ---------------------------------------------
   SECTION 10.10      DISTRIBUTION OR NOTICE TO REPRESENTATIVE...................................................75
   -------------      -----------------------------------------
   SECTION 10.11      RIGHTS OF TRUSTEE AND PAYING AGENT.........................................................75
   -------------      -----------------------------------
   SECTION 10.12      AUTHORIZATION TO EFFECT SUBORDINATION......................................................75
   -------------      --------------------------------------
   SECTION 10.13      AMENDMENTS.................................................................................76
   -------------      -----------

ARTICLE 11. MISCELLANEOUS........................................................................................76
-------------------------

   SECTION 11.01      TRUST INDENTURE ACT CONTROLS...............................................................76
   -------------      -----------------------------
   SECTION 11.02      NOTICES....................................................................................76
   -------------      --------
   SECTION 11.03      COMMUNICATIONS BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.............................77
   -------------      ---------------------------------------------------------------
   SECTION 11.04      CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.........................................77
   -------------      ---------------------------------------------------
   SECTION 11.05      STATEMENTS REQUIRED IN CERTIFICATE OR OPINION..............................................77
   -------------      ----------------------------------------------
   SECTION 11.06      RULE BY TRUSTEE AND AGENTS.................................................................78
   -------------      ---------------------------
   SECTION 11.07      NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS...................78
   -------------      -------------------------------------------------------------------------
   SECTION 11.08      GOVERNING LAW..............................................................................78
   -------------      --------------
   SECTION 11.09      NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS..............................................78
   -------------      ----------------------------------------------
   SECTION 11.10      SUCCESSORS.................................................................................78
   -------------      -----------
   SECTION 11.11      SEVERABILITY...............................................................................78
   -------------      -------------
   SECTION 11.12      COUNTERPART ORIGINALS......................................................................79
   -------------      ----------------------
   SECTION 11.13      TABLE OF CONTENTS, HEADINGS, ETC...........................................................79
   -------------      ---------------------------------
   SECTION 11.14      HOLDERS OF NOTES PRIOR TO THEIR ISSUANCE...................................................79
   -------------      -----------------------------------------
</TABLE>
                                      iii

<PAGE>

                                    EXHIBITS


EXHIBIT A                         FORM OF NOTE


EXHIBIT B                         FORM OF CERTIFICATE OF TRANSFER


EXHIBIT C                         FORM OF CERTIFICATE OF EXCHANGE


EXHIBIT D                         FORM OF CERTIFICATE FROM ACQUIRING
                                  INSTITUTIONAL ACCREDITED INVESTORS


EXHIBIT E                         FORM OF SUPPLEMENTAL INDENTURE


EXHIBIT F                         FORM OF NOTATION ON SENIOR
                                  SUBORDINATED NOTE RELATING TO
                                  SUBSIDIARY GUARANTEE


                                       iv

<PAGE>

                             CROSS-REFERENCE TABLE*


Trust Indenture                                                  Indenture
Act Section                                                       Section
310   (a)(1)...............................................        7.10
      (a)(2)...............................................        7.10
      (a)(3)...............................................        N.A.
      (a)(4)...............................................        N.A.
      (a)(5)...............................................        7.10
      (b)..................................................        7.10
      (c)..................................................        N.A.
311   (a)..................................................        7.11
      (b)..................................................        7.11
      (c)..................................................        N.A.
312   (a)..................................................        2.05
      (b)..................................................        11.03
      (c)..................................................        11.03
313   (a)..................................................        7.06
      (b)(1)...............................................        10.03
      (b)(2)...............................................        7.07
      (c)..................................................     7.06;11.02
      (d)..................................................        7.06
314   (a)..................................................     4.03;11.02
      (b)..................................................        10.02
      (c)(1)...............................................        11.04
      (c)(2)...............................................        11.04
      (c)(3)...............................................        N.A.
      (d).................................................. 10.03, 10.04, 10.05
      (e)..................................................        11.05
      (f)..................................................        N.A.
315   (a)..................................................        7.01
      (b)..................................................     7.05, 11.02
      (c)..................................................        7.01
      (d)..................................................        7.01
      (e)..................................................        6.11
316   (a)(last sentence)...................................        2.09
      (a)(1)(A)............................................        6.05
      (a)(1)(B)............................................        6.04
      (a)(2)...............................................        N.A.
      (b)..................................................        6.07
      (c)..................................................        2.12
317   (a)(1)...............................................        6.08

----------
      *This Cross-Reference Table is not part of the Indenture.


                                       v

<PAGE>

      (a)(2)...............................................        6.09
      (b)..................................................        2.04
318   (a)..................................................        11.01
      (b)..................................................        N.A.
      (c)..................................................        11.01

N.A. means not applicable.

*This Cross-Reference Table is not part of the Indenture.














                                       vi

<PAGE>

                  This INDENTURE dated as of March 8, 2002, among L-3
Communications Corporation, a Delaware corporation (the "Company"), Hygienetics
Environmental Services, Inc., a Delaware corporation, L-3 Communications ILEX
Systems, Inc., a Delaware corporation, Southern California Microwave, Inc., a
California corporation, L-3 Communications SPD Technologies, Inc., a Delaware
corporation, L-3 Communications ESSCO, Inc., a Delaware corporation, L-3
Communications Storm Control Systems, Inc., a California corporation, L-3
Communications DBS Microwave, Inc., a California corporation, SPD Electrical
Systems Inc., a Delaware corporation, SPD Switchgear Inc., a Delaware
corporation, Pac Ord Inc., a Delaware corporation, Henschel Inc., a Delaware
corporation, SPD Holdings, Inc., a Delaware corporation, Power Paragon, Inc., a
Delaware corporation, L-3 Communications Aydin Corporation, a Delaware
corporation, MPRI, Inc., a Delaware corporation, Electrodynamics, Inc., an
Arizona corporation, Interstate Electronics Corporation, a California
corporation, Microdyne Corporation, a Maryland corporation, L-3 Communications
Integrated Systems L.P., a Delaware limited partnership, L-3 Communications
Analytics Corporation, a California corporation, L-3 Communications AIS GP
Corporation, a Delaware corporation, L-3 Communications Investments Inc., a
Deleware corporation, Coleman Research Corporation, a Florida corporation, KDI
Precision Products, Inc., a Delaware corporation and EER Systems, Inc., a
Virginia corporation (collectively, the "Guarantors"), and The Bank of New York,
as trustee (the "Trustee").

                  The Company and the Trustee agree as follows for the benefit
of each other and for the equal and ratable benefit of the Holders of the Senior
Subordinated Notes due 2009 (the "Series A Notes") and the Senior Subordinated
Notes due 2009 (the "Exchange Notes" and, together with the Series A Notes, the
"Notes"):


                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE


Section 1.01      Definitions.

                  "144A Global Note" means the global note in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with and registered in the name of the Depositary or its nominee
that will be issued in a denomination equal to the outstanding principal amount
of the Notes sold in reliance on Rule 144A.

                  "1997 Indenture" means the indenture, dated as of April 30,
1997, among The Bank of New York, as trustee, and the Company, with respect to
the 1997 Notes.

                  "1997 Notes" means the $225,000,000 in aggregate principal
amount of the Company's 10 3/8% Senior Subordinated Notes due 2007, issued
pursuant to the 1997 Indenture on April 30, 1997.

                  "Acquired Debt" means, with respect to any specified Person,
(i) Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in

<PAGE>

connection with, or in contemplation of, such other Person merging with or into
or becoming a Subsidiary of such specified Person, and (ii) Indebtedness secured
by a Lien encumbering any asset acquired by such specified Person.

                  "Additional Amounts" means all additional amounts then owing
pursuant to Section 3 of the Registration Rights Agreement.

                  "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 purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling",
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10% or more of the voting securities of a
Person shall be deemed to be control.

                  "Agent" means any Registrar, Paying Agent or co-registrar.

                  "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such
transfer or exchange.

                  "Asset Sale" means (i) the sale, lease, conveyance or other
disposition of any assets or rights (including, without limitation, by way of a
sale and leaseback) other than sales of inventory in the ordinary course of
business (provided that the sale, lease, conveyance or other disposition of all
or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole shall be governed by the covenant contained in
Section 4.15 and/or the covenant contained in Section 5.01 and not by the
covenant contained in Section 4.10), and (ii) the issue or sale by the Company
or any of its Subsidiaries of Equity Interests of any of the Company's
Restricted Subsidiaries, in the case of either clause (i) or (ii), whether in a
single transaction or a series of related transactions (A) that have a fair
market value in excess of $1.0 million or (B) for net proceeds in excess of $1.0
million. Notwithstanding the foregoing: (i) a transfer of assets by the Company
to a Restricted Subsidiary or by a Restricted Subsidiary to the Company or to
another Restricted Subsidiary, (ii) an issuance of Equity Interests by a
Restricted Subsidiary to the Company or to another Restricted Subsidiary, (iii)
a Restricted Payment that is permitted by the covenant contained in Section 4.07
and (iv) a disposition of Cash Equivalents in the ordinary course of business
shall not be deemed to be an Asset Sale.

                  "Attributable Debt" in respect of a sale and leaseback
transaction means, at the time of determination, the present value (discounted
at the rate of interest implicit in such transaction, determined in accordance
with GAAP) of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback transaction
(including any period for which such lease has been extended or may, at the
option of the lessor, be extended).

                  "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors.

                                       2

<PAGE>

                  "Board of Directors" means the Board of Directors of the
Company, or any authorized committee of the Board of Directors.

                  "Bridge Loan Agreement" means the Bridge Loan Agreement, dated
as of March 8, 2002, among the Company as the borrower thereunder, L-3
Communications Holdings, Inc., the guarantors party thereto, Lehman Brothers
Inc., Banc of America Bridge LLC, Credit Suisse First Boston Corporation and
Lehman Commercial Paper Inc., including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, and in each case as amended, restated, supplemented, modified,
renewed, refunded, replaced or refinanced from time to time.

                  "Bridge Loans" means up to $500.0 million in aggregate
principal amount of Indebtedness under the Bridge Loan Agreement.

                  "Bridge Notes" means the promissory notes of the Company
issued under the Bridge Loans.

                  "Business Day" means any day other than a Legal Holiday.

                  "Capital Lease Obligation" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be required to be capitalized on a balance
sheet in accordance with GAAP.

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

                  "Cash Equivalents" means (i) United States dollars, (ii)
securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality thereof having maturities of
not more than one year from the date of acquisition, (iii) certificates of
deposit and eurodollar time deposits with maturities of six months or less from
the date of acquisition, bankers' acceptances with maturities not exceeding six
months and overnight bank deposits, in each case with any domestic financial
institution to the Senior Credit Facilities or with any domestic commercial bank
having capital and surplus in excess of $500.0 million and a Thompson Bank Watch
Rating of "B" or better, (iv) repurchase obligations with a term of not more
than seven days for underlying securities of the types described in clauses (ii)
and (iii) above entered into with any financial institution meeting the
qualifications specified in clause (iii) above, (v) commercial paper having the
highest rating obtainable from Moody's or S&P and in each case maturing within
six months after the date of acquisition, (vi) investment funds investing 95% of
their assets in securities of the types described in clauses (i)-(v) above, and
(vii) readily marketable direct obligations issued by any State of the United
States of America or any political subdivision thereof having maturities of not
more than one year from the date of acquisition and having one of the two
highest rating categories obtainable from either Moody's or S&P.

                                       3

<PAGE>

                  "Change of Control" means the occurrence of any of the
following: (i) the sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the assets of the Company and its
Restricted Subsidiaries taken as a whole to any "person" (as such term is used
in Section 13(d)(3) of the Exchange Act) other than the Principals or their
Related Parties (as defined below), (ii) the adoption of a plan relating to the
liquidation or dissolution of the Company, (iii) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that any "person" (as defined above), other than the
Principals and their Related Parties, becomes the "beneficial owner" (as such
term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly
or indirectly, of more than 50% of the Voting Stock of the Company (measured by
voting power rather than number of shares) or (iv) the first day on which a
majority of the members of the Board of Directors of the Company are not
Continuing Directors.

                  "Clearstream" means Clearstream Banking, societe anonyme
(formerly Cedelbank).

                  "Consolidated Cash Flow" means, with respect to any Person for
any period, the Consolidated Net Income of such Person for such period plus (i)
an amount equal to any extraordinary loss plus any net loss realized in
connection with an Asset Sale (to the extent such losses were deducted in
computing such Consolidated Net Income), plus (ii) provision for taxes based on
income or profits of such Person and its Restricted Subsidiaries for such
period, to the extent that such provision for taxes was included in computing
such Consolidated Net Income, plus (iii) consolidated interest expense of such
Person and its Restricted Subsidiaries for such period, whether paid or accrued
and whether or not capitalized (including, without limitation, original issue
discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with
Capital Lease Obligations, imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers' acceptance financings, and net payments (if any) pursuant
to Hedging Obligations), to the extent that any such expense was deducted in
computing such Consolidated Net Income, plus (iv) depreciation, amortization
(including amortization of goodwill, debt issuance costs and other intangibles
but excluding amortization of other prepaid cash expenses that were paid in a
prior period) and other non-cash expenses (excluding any such non-cash expense
to the extent that it represents an accrual of or reserve for cash expenses in
any future period or amortization of a prepaid cash expense that was paid in a
prior period) of such Person and its Restricted Subsidiaries for such period to
the extent that such depreciation, amortization and other non-cash expenses were
deducted in computing such Consolidated Net Income, minus (v) non-cash items
(excluding any items that were accrued in the ordinary course of business)
increasing such Consolidated Net Income for such period, in each case, on a
consolidated basis and determined in accordance with GAAP.

                  "Consolidated Net Income" means, with respect to any Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that (i) the Net Income of any Person that is not
a Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the referent Person or a Restricted Subsidiary
thereof that is a Guarantor, (ii) the Net

                                       4

<PAGE>

Income of any Restricted Subsidiary shall be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of that Net Income is not at the date of determination permitted
without any prior governmental approval (that has not been obtained) or,
directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary or its stockholders, (iii)
the Net Income of any Person acquired in a pooling of interests transaction for
any period prior to the date of such acquisition shall be excluded, (iv) the
cumulative effect of a change in accounting principles shall be excluded, (v)
the Net Income of any Unrestricted Subsidiary shall be excluded, whether or not
distributed to the Company or one of its Restricted Subsidiaries, and (vi) the
Net Income of any Restricted Subsidiary shall be calculated after deducting
preferred stock dividends payable by such Restricted Subsidiary to Persons other
than the Company and its other Restricted Subsidiaries.

                  "Consolidated Tangible Assets" means, with respect to the
Company, the total consolidated assets of the Company and its Restricted
Subsidiaries, less the total intangible assets of the Company and its Restricted
Subsidiaries, as shown on the most recent internal consolidated balance sheet of
the Company and such Restricted Subsidiaries calculated on a consolidated basis
in accordance with GAAP.

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

                  "Corporate Trust Office of the Trustee" shall be at the
address of the Trustee specified in Section 11.02 hereof or such other address
as to which the Trustee may give notice to the Company.

                  "Credit Facilities" means, with respect to the Company, one or
more debt facilities (including, without limitation, the Senior Credit
Facilities) or commercial paper facilities with banks or other institutional
lenders providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from such lenders against such receivables) or letters
of credit, in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time.

                  "December 1998 Notes" means the $200,000,000 in aggregate
principal amount of the Company's 8% Senior Subordinated Notes due 2008, issued
pursuant to the December 1998 Indenture.

                  "December 1998 Indenture" means the indenture, dated as of
December 11, 1998, among The Bank of New York, as trustee, and the Company, with
respect to the December 1998 Notes.

                                       5

<PAGE>

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

                  "Definitive Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Article 2 hereof,
substantially in the form of Exhibit A hereto, except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

                  "Depositary" means, with respect to the Notes issuable or
issued in whole or in part in global form, the Person specified in Section 2.03
hereof as the Depositary with respect to the Notes, until a successor shall have
been appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

                  "Designated Senior Debt" means (i) any Indebtedness
outstanding under the Senior Credit Facilities and (ii) any other Senior Debt
permitted under the Indenture the principal amount of which is $25.0 million or
more and that has been designated by the Company as "Designated Senior Debt".

                  "Disqualified Stock" means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the Holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature; provided, however, that any Capital Stock that
would constitute Disqualified Stock solely because the holders thereof have the
right to require the Company to repurchase such Capital Stock upon the
occurrence of a Change of Control or an Asset Sale shall not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 4.07 hereof; and
provided further, that if such Capital Stock is issued to any plan for the
benefit of employees of the Company or its Subsidiaries or by any such plan to
such employees, such Capital Stock shall not constitute Disqualified Stock
solely because it may be required to be repurchased by the Company in order to
satisfy applicable statutory or regulatory obligations.

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

                  "Equity Offering" means any public or private sale of equity
securities (excluding Disqualified Stock) of the Company or Holdings, other than
any private sales to an Affiliate of the Company or Holdings.

                  "Escrow Agreement" means the escrow agreement dated the date
hereof among the Company, Lehman Brothers Inc., Lehman Commercial Paper Inc.,
Banc of America Bridge LLC, Credit Suisse First Boston Corporation and The Bank
of New York relating to this Indenture and the Notes.

                                       6

<PAGE>

                  "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear system.

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

                  "Exchange Notes" means the Notes issued in the Exchange Offer
pursuant to Section 2.06(f).

                  "Exchange Offer" has the meaning set forth in the Registration
Rights Agreement.

                  "Existing Indebtedness" means any Indebtedness of the Company
and its Restricted Subsidiaries (other than Indebtedness under the Senior Credit
Facilities and the Notes) in existence on the date of the Indenture, until such
amounts are repaid.

                  "Fixed Charges" means, with respect to any Person for any
period, the sum, without duplication, of (i) the consolidated interest expense
of such Person and its Restricted Subsidiaries for such period, whether paid or
accrued (including, without limitation, original issue discount, non-cash
interest payments, the interest component of any deferred payment obligations,
the interest component of all payments associated with Capital Lease
Obligations, imputed interest with respect to Attributable Debt, commissions,
discounts and other fees and charges incurred in respect of letter of credit or
bankers' acceptance financings, and net payments (if any) pursuant to Hedging
Obligations, but excluding amortization of debt issuance costs) and (ii) the
consolidated interest of such Person and its Restricted Subsidiaries that was
capitalized during such period, and (iii) any interest expense on Indebtedness
of another Person that is guaranteed by such Person or one of its Restricted
Subsidiaries or secured by a Lien on assets of such Person or one of its
Restricted Subsidiaries (whether or not such Guarantee or Lien is called upon)
and (iv) the product of (A) all dividend payments, whether or not in cash, on
any series of preferred stock of such Person or any of its Restricted
Subsidiaries, other than dividend payments on Equity Interests payable solely in
Equity Interests of the Company, times (B) a fraction, the numerator of which is
one and the denominator of which is one minus the then current combined federal,
state and local statutory tax rate of such Person, expressed as a decimal, in
each case, on a consolidated basis and in accordance with GAAP.

                  "Fixed Charge Coverage Ratio" means with respect to any Person
for any period, the ratio of the Consolidated Cash Flow of such Person for such
period to the Fixed Charges of such Person and its Restricted Subsidiaries for
such period. In the event that the Company or any of its Restricted Subsidiaries
incurs, assumes, Guarantees or redeems any Indebtedness (other than revolving
credit borrowings) or issues preferred stock subsequent to the commencement of
the period for which the Fixed Charge Coverage Ratio is being calculated but on
or prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, Guarantee or redemption of Indebtedness, or such issuance or
redemption of preferred stock, as if the same had occurred at the beginning of
the applicable four-quarter reference period. In addition, for purposes of
making the computation referred to above, (i) acquisitions that have been made
by the Company or any of its Restricted Subsidiaries, including through mergers
or consolidations and including any related financing transactions, during the
four-quarter reference period or subsequent to such reference period and

                                       7

<PAGE>

on or prior to the Calculation Date shall be deemed to have occurred on the
first day of the four-quarter reference period and Consolidated Cash Flow for
such reference period shall be calculated without giving effect to clause (iii)
of the proviso set forth in the definition of Consolidated Net Income, and (ii)
the Consolidated Cash Flow attributable to discontinued operations, as
determined in accordance with GAAP, and operations or businesses disposed of
prior to the Calculation Date, shall be excluded, and (iii) the Fixed Charges
attributable to discontinued operations, as determined in accordance with GAAP,
and operations or businesses disposed of prior to the Calculation Date, shall be
excluded, but only to the extent that the obligations giving rise to such Fixed
Charges will not be obligations of the referent Person or any of its Restricted
Subsidiaries following the Calculation Date.

                  "Foreign Subsidiary" means a Restricted Subsidiary of the
Company that was not organized or existing under the laws of the United States,
any state thereof, the District of Columbia or any territory thereof or that has
not guaranteed or otherwise provided direct credit support for any Indebtedness
of the Company.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which were in effect April 30, 1997.

                  "Global Notes" means, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes, substantially in
the form of Exhibit A hereto issued in accordance with Article 2 hereof.

                  "Global Note Legend" means the legend set forth in Section
2.06(g)(ii) to be placed on all Global Notes issued under this Indenture.

                  "Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America for the payment of which
guarantee or obligations the full faith and credit of the United States is
pledged.

                  "Guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness.

                  "Guarantors" means each Person listed in the preamble to the
Indenture and each Subsidiary of the Company that executes a Subsidiary
Guarantee in accordance with the provisions of the Indenture, and their
respective successors and assigns.

                  "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) currency exchange or interest rate swap
agreements, interest rate cap agreements and currency exchange or interest rate
collar agreements and (ii) other agreements or arrangements designed to protect
such Person against fluctuations in currency exchange rates or interest rates.

                                       8

<PAGE>

                  "Holder" means a Person in whose name a Note is registered.

                  "Holdings" means L-3 Communications Holdings, Inc., a Delaware
corporation.

                  "IAI Global Note" means the global Note in the form of Exhibit
A hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with and registered in the name of the Depositary or its nominee that
will be issued in a denomination equal to the outstanding principal amount of
the Notes sold to Institutional Accredited Investors.

                  "Indebtedness" means, with respect to any Person, any
indebtedness of such Person, whether or not contingent, in respect of borrowed
money or evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof) or banker's
acceptances or representing Capital Lease Obligations or the balance deferred
and unpaid of the purchase price of any property or representing any Hedging
Obligations, except any such balance that constitutes an accrued expense or
trade payable, if and to the extent any of the foregoing indebtedness (other
than letters of credit and Hedging Obligations) would appear as a liability upon
a balance sheet of such Person prepared in accordance with GAAP, as well as all
indebtedness of others secured by a Lien on any asset of such Person (whether or
not such indebtedness is assumed by such Person) and, to the extent not
otherwise included, the Guarantee by such Person of any indebtedness of any
other Person. The amount of any Indebtedness outstanding as of any date shall be
(i) the accreted value thereof, in the case of any Indebtedness that does not
require current payments of interest, and (ii) the principal amount thereof,
together with any interest thereon that is more than 30 days past due, in the
case of any other Indebtedness.

                  "Indenture" means this Indenture, as amended or supplemented
from time to time.

                  "Indirect Participant" means a Person who holds a beneficial
interest in a Global Note through a Participant.

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act.

                  "Investments" means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates) in the forms
of direct or indirect loans (including guarantees of Indebtedness or other
obligations), advances or capital contributions (excluding commission, travel,
moving and similar loans or advances to officers and employees made in the
ordinary course of business), purchases or other acquisitions for consideration
of Indebtedness, Equity Interests or other securities, together with all items
that are or would be classified as investments on a balance sheet prepared in
accordance with GAAP. If the Company or any Subsidiary of the Company sells or
otherwise disposes of any Equity Interests of any direct or indirect Subsidiary
of the Company such that, after giving effect to any such sale or disposition,
such Person is no longer a Subsidiary of the Company, the Company shall be
deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Equity Interests of such Subsidiary not
sold or disposed of in an amount determined as provided in the last paragraph of
the covenant contained in Section 4.07.

                  "Issue Date" means March 8, 2003.

                                       9

<PAGE>

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions in The City of New York or at a place of payment are
authorized by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.

                  "Lehman Investor" means Lehman Brothers Holdings Inc. and any
of its Affiliates.

                  "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Series A Notes for use by
such Holders in connection with the Exchange Offer.

                  "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law (including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction).

                  "Marketable Securities" means, with respect to any Asset Sale,
any readily marketable equity securities that are (i) traded on the New York
Stock Exchange, the American Stock Exchange or the Nasdaq National Market; and
(ii) issued by a corporation having a total equity market capitalization of not
less than $300.0 million; provided that the excess of (A) the aggregate amount
of securities of any one such corporation held by the Company and any Restricted
Subsidiary over (B) ten times the average daily trading volume of such
securities during the 20 immediately preceding trading days shall be deemed not
to be Marketable Securities; as determined on the date of the contract relating
to such Asset Sale.

                  "May 1998 Notes" means the $180,000,000 in aggregate principal
amount of the Company's 8 1/2% Senior Subordinated Notes due 2008, issued
pursuant to the May 1998 Notes Indenture on May 22, 1998.

                  "May 1998 Notes Indenture" means the indenture, dated as of
May 22, 1998, among The Bank of New York, as trustee, and the Company, with
respect to the May 1998 Notes.

                  "Moody's" means Moody's Investors Services, Inc.

                  "Net Income" means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (i) any
gain or loss, together with any related provision for taxes thereon, realized in
connection with (A) any Asset Sale (including, without limitation, dispositions
pursuant to sale and leaseback transactions) or (B) the disposition of any
securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted
Subsidiaries and (ii) any extraordinary gain or loss, together with any related
provision for taxes on such extraordinary gain or loss and (iii) the cumulative
effect of a change in accounting principles.

                                       10

<PAGE>

                  "Net Proceeds" means the aggregate cash proceeds received by
the Company or any of its Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale (including, without limitation, legal, accounting
and investment banking fees, and sales commissions) and any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof (after
taking into account any available tax credits or deductions and any tax sharing
arrangements), amounts required to be applied to the repayment of Indebtedness
secured by a Lien on the asset or assets that were the subject of such Asset
Sale and any reserve for adjustment in respect of the sale price of such asset
or assets established in accordance with GAAP.

                  "Non-Recourse Debt" means Indebtedness (i) as to which neither
the Company nor any of its Restricted Subsidiaries (A) provides credit support
of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (B) is directly or indirectly liable (as a guarantor
or otherwise), or (C) constitutes the lender; and (ii) no default with respect
to which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness (other than
Indebtedness incurred under Credit Facilities) of the Company or any of its
Restricted Subsidiaries to declare a default on such other Indebtedness or cause
the payment thereof to be accelerated or payable prior to its stated maturity;
and (iii) as to which the lenders have been notified in writing that they will
not have any recourse to the stock or assets of the Company or any of its
Restricted Subsidiaries.

                  "Non-U.S. Person" means a person who is not a U.S. Person.

                  "Note Custodian" means the Trustee, as custodian with respect
to the Notes in global form, or any successor entity thereto.

                  "Obligations" means any principal, premium (if any), interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization, whether or not a claim for post-filing
interest is allowed in such proceeding), penalties, fees, charges, expenses,
indemnifications, reimbursement obligations, damages (including Additional
Amounts), guarantees and other liabilities or amounts payable under the
documentation governing any Indebtedness or in respect thereto.

                  "Offering" means the offering of the Notes by the Company.

                  "Officer" means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary, any Assistant Secretary or any Vice-President of
such Person.

                  "Officers' Certificate" means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 11.05 hereof.

                                       11
<PAGE>

                  "Opinion of Counsel" means an opinion from legal counsel who
is reasonably acceptable to the Trustee, that meets the requirements of Section
11.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

                  "Participant" means, with respect to DTC, Euroclear or
Clearstream, a Person who has an account with DTC, Euroclear or Clearstream,
respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

                  "Permitted Investments" means (i) any Investment in the
Company or in a Restricted Subsidiary of the Company that is a Guarantor; (ii)
any Investment in cash or Cash Equivalents; (iii) any Investment by the Company
or any Restricted Subsidiary of the Company in a Person, if as a result of such
Investment (A) such Person becomes a Restricted Subsidiary of the Company and a
Guarantor or (B) such Person is merged, consolidated or amalgamated with or
into, or transfers or conveys substantially all of its assets to, or is
liquidated into, the Company or a Restricted Subsidiary of the Company that is a
Guarantor; (iv) any Restricted Investment made as a result of the receipt of
non-cash consideration from an Asset Sale that was made pursuant to and in
compliance with Section 4.07 or any disposition of assets not constituting an
Asset sale; (v) any acquisition of assets solely in exchange for the issuance of
Equity Interests (other than Disqualified Stock) of the Company; (vi) advances
to employees not to exceed $2.5 million at any one time outstanding; (vii) any
Investment acquired in connection with or as a result of a workout or bankruptcy
of a customer or supplier; (viii) Hedging Obligations permitted to be incurred
under Section 4.09; (ix) any Investment in a Similar Business that is not a
Restricted Subsidiary; provided that the aggregate fair market value of all
Investments outstanding pursuant to this clause (ix) (valued on the date each
such Investment was made and without giving effect to subsequent changes in
value) may not at any one time exceed 10% of the Consolidated Tangible Assets of
the Company; and (x) other Investments in any Person having an aggregate fair
market value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value), when taken together with all
other Investments made pursuant to this clause (x) that are at the time
outstanding, not to exceed $15.0 million.

                  "Permitted Joint Venture" means any joint venture, partnership
or other Person designated by the Board of Directors (until designation by the
Board of Directors to the contrary); provided that (i) at least 25% of the
Capital Stock thereof with voting power under ordinary circumstances to elect
directors (or Persons having similar or corresponding powers and
responsibilities) is at the time owned (beneficially or directly) by the Company
and/or by one or more Restricted Subsidiaries of the Company and (ii) such joint
venture, partnership or other Person is engaged in a Similar Business. Any such
designation or designation to the contrary shall be evidenced to the Trustee by
promptly filing with the Trustee a copy of the resolution giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing provisions.

                  "Permitted Junior Securities" means Equity Interests in the
Company or debt securities that are subordinated to all Senior Debt (and any
debt securities issued in exchange for Senior Debt) to substantially the same
extent as, or to a greater extent than, the Notes and the Subsidiary Guarantees
are subordinated to Senior Debt pursuant to Article 10 of this Indenture.

                                       12

<PAGE>

                  "Permitted Liens" means (i) Liens securing Senior Debt of the
Company or any Guarantor that was permitted by the terms of this Indenture to be
incurred; (ii) Liens in favor of the Company or any Guarantor; (iii) Liens on
property of a Person existing at the time such Person is merged into or
consolidated with the Company or any Restricted Subsidiary of the Company;
provided that such Liens were in existence prior to the contemplation of such
merger or consolidation and do not extend to any assets other than those of the
Person merged into or consolidated with the Company; (iv) Liens on property
existing at the time of acquisition thereof by the Company or any Subsidiary of
the Company, provided that such Liens were in existence prior to the
contemplation of such acquisition and do not extend to any other assets of the
Company or any of its Restricted Subsidiaries; (v) Liens to secure the
performance of statutory obligations, surety or appeal bonds, performance bonds
or other obligations of a like nature incurred in the ordinary course of
business; (vi) Liens to secure Indebtedness (including Capital Lease
Obligations) permitted by clause (iv) of the second paragraph of Section 4.09
covering only the assets acquired with such Indebtedness; (vii) Liens existing
on the date of this Indenture; (viii) Liens for taxes, assessments or
governmental charges or claims that are not yet delinquent or that are being
contested in good faith by appropriate proceedings promptly instituted and
diligently concluded, provided that any reserve or other appropriate provision
as shall be required in conformity with GAAP shall have been made therefor; (ix)
Liens incurred in the ordinary course of business of the Company or any
Restricted Subsidiary of the Company with respect to obligations that do not
exceed $5.0 million at any one time outstanding; (x) Liens on assets of
Guarantors to secure Senior Debt of such Guarantors that was permitted by this
Indenture to be incurred; (xi) Liens securing Permitted Refinancing
Indebtedness, provided that any such Lien does not extend to or cover any
property, shares or debt other than the property, shares or debt securing the
Indebtedness so refunded, refinanced or extended; (xii) Liens incurred or
deposits made to secure the performance of tenders, bids, leases, statutory
obligations, surety and appeal bonds, government contracts, performance and
return of money bonds and other obligations of a like nature, in each case
incurred in the ordinary course of business (exclusive of obligations for the
payment of borrowed money); (xiii) Liens upon specific items of inventory or
other goods and proceeds of any Person securing such Person's obligations in
respect of bankers' acceptances issued or created for the account of such Person
to facilitate the purchase, shipment or storage of such inventory or other goods
in the ordinary course of business; (xiv) Liens encumbering customary initial
deposits and margin deposits, and other Liens incurred in the ordinary course of
business that are within the general parameters customary in the industry, in
each case securing Indebtedness under Hedging Obligations; and (xv) Liens
encumbering deposits made in the ordinary course of business to secure
nondelinquent obligations arising from statutory or regulatory, contractual or
warranty requirements of the Company or its Subsidiaries for which a reserve or
other appropriate provision, if any, as shall be required by GAAP shall have
been made.

                  "Permitted Refinancing Indebtedness" means any Indebtedness of
the Company or any of its Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries;
provided that: (i) the principal amount (or accreted value, if applicable) of
such Permitted Refinancing Indebtedness does not exceed the principal amount of
(or accreted value, if applicable), plus accrued interest on, the Indebtedness
so extended, refinanced, renewed, replaced, defeased or refunded (plus the
amount of reasonable expenses and prepayment premiums incurred in connection
therewith); (ii) such Permitted Refinancing Indebtedness has a

                                       13

<PAGE>

final maturity date no earlier than the final maturity date of, and has a
Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of, the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; (iii) if the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded is subordinated in right of
payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in
right of payment to the Notes on terms at least as favorable to the Holders of
Notes as those contained in the documentation governing the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; and (iv) such
Indebtedness is incurred either by the Company or by the Restricted Subsidiary
who is the obligor on the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded.

                  "Permitted Securities" means, with respect to any Asset Sale,
Voting Stock of a Person primarily engaged in one or more Similar Businesses;
provided that after giving effect to the Asset Sale such Person shall become a
Restricted Subsidiary and a Guarantor.

                  "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or agency or political subdivision thereof (including any subdivision
or ongoing business of any such entity or substantially all of the assets of any
such entity, subdivision or business).

                  "Principals" means any Lehman Investor, Lockheed Martin
Corporation, Frank C. Lanza and Robert V. LaPenta.

                  "Private Placement Legend" means the legend set forth in
Section 2.07(g)(i) to be placed on all Notes issued under this Indenture except
as otherwise permitted by the provisions of this Indenture.

                  "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

                  "Registration Rights Agreement" means the Debt Registration
Rights Agreement, dated as of the date hereof, by and among the Company and the
other parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time, relating to rights given by
the Company to the purchasers of Notes to register such Notes under the
Securities Act.

                  "Regulation S" means Regulation S promulgated under the
Securities Act.

                  "Regulation S Global Note" means a global Note bearing the
Private Placement Legend and deposited with and registered in the name of the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Regulation S.

                  "Related Party" with respect to any Principal means (i) any
controlling stockholder, 50% (or more) owned Subsidiary, or spouse or immediate
family member (in the case of an individual) of such Principal or (ii) any
trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or Persons beneficially holding a more than 50%
controlling interest of which consist of such Principal and/or such other
Persons referred to in the immediately preceding clause (i).

                                       14

<PAGE>

                  "Representative" means the indenture trustee or other trustee,
agent or representative for any Senior Debt.

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

                  "Restricted Definitive Note" means a Definitive Note bearing
the Private Placement Legend.

                  "Restricted Global Notes" means the 144A Global Note, the IAI
Global Note and the Regulation S Global Note, each of which shall bear the
Private Placement Legend.

                  "Restricted Investment" means an Investment other than a
Permitted Investment.

                  "Restricted Period" means the 40-day restricted period as
defined in Regulation S.

                  "Restricted Subsidiary" means, with respect to any Person,
each Subsidiary of such Person that is not an Unrestricted Subsidiary.

                  "Rule 144" means Rule 144 under the Securities Act.

                  "Rule 144A" means Rule 144A under the Securities Act.

                  "Rule 903" means Rule 903 under the Securities Act.

                  "Rule 904" means Rule 904 under the Securities Act.

                  "SEC" means the Securities and Exchange Commission.

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

                  "Senior Credit Facilities" means the Second Amended and
Restated 364 Day Credit Agreement, dated as of May 16, 2001, as in effect on the
date of this Indenture among the Company, the lenders party thereto, Banc of
America, N.A., as administrative agent, and Lehman Commercial Paper Inc., as
syndication agent and documentation agent, and the Third Amended and Restated
Credit Agreement, dated as of May 16, 2001, as in effect on the date of this
Indenture among the Company, the lenders party thereto, Banc of America, N.A.,
as administrative agent, and Lehman Commercial Paper Inc., as syndication agent
and documentation agent, and any related notes, collateral documents, letters of
credit and guarantees, including any appendices, exhibits or schedules to any of
the foregoing (as the same may be in effect from time to time), in each case, as
such agreements may be amended, modified, supplemented or restated from time to
time, or refunded, refinanced, restructured, replaced, renewed, repaid or
extended from time to time (whether with the original agents and

                                       15

<PAGE>

lenders or other agents and lenders or otherwise, and whether provided under the
original credit agreement or other credit agreements or otherwise).

                  "Senior Debt" means (i) all Indebtedness of the Company or any
of its Restricted Subsidiaries outstanding under Credit Facilities and all
Hedging Obligations with respect thereto, (ii) any other Indebtedness permitted
to be incurred by the Company or any of its Restricted Subsidiaries under the
terms of the Indenture, unless the instrument under which such Indebtedness is
incurred expressly provides that it is on a parity with or subordinated in right
of payment to the Notes and (iii) all Obligations with respect to the foregoing.
Notwithstanding anything to the contrary in the foregoing, Senior Debt will not
include (i) any liability for federal, state, local or other taxes owed or owing
by the Company, (ii) any Indebtedness of the Company to any of its Subsidiaries
or other Affiliates, (iii) any trade payables or (iv) any Indebtedness that is
incurred in violation of the Indenture.

                  "Shelf Registration Statement" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

                  "Significant Subsidiary" means any Subsidiary which is a
"significant subsidiary" within the meaning of Rule 405 under the Securities
Act.

                  "Similar Business" means a business, a majority of whose
revenues in the most recently ended calendar year were derived from (i) the sale
of defense products, electronics, communications systems, aerospace products,
avionics products and/or communications products, (ii) any services related
thereto, (iii) any business or activity that is reasonably similar thereto or a
reasonable extension, development or expansion thereof or ancillary thereto, and
(iv) any combination of any of the foregoing.

                  "Stated Maturity" means, with respect to any installment of
interest or principal on any series of Indebtedness, the date on which such
payment of interest or principal was scheduled to be paid in the original
documentation governing such Indebtedness, and shall not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior
to the date originally scheduled for the payment thereof.

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

                  "S&P" means Standard and Poor's Corporation.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under TIA.

                                       16

<PAGE>

                  "Transaction Documents" means the Indenture, the Notes, the
Bridge Loan Agreement and the Registration Rights Agreement.

                  "Transfer Restricted Securities" means securities that bear or
are required to bear the Private Placement Legend set forth in Section
2.06(g)(i) hereof.

                  "Trustee" means the party named as such above until a
successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.

                  "Unrestricted Global Note" means one or more global Notes, in
the form of Exhibit A attached hereto, that do not and are not required to bear
the Private Placement Legend and are deposited with and registered in the name
of the Depositary or its nominee.

                  "Unrestricted Definitive Note" means one or more Definitive
Notes that do not and are not required to bear the Private Placement Legend.

                  "Unrestricted Subsidiary" means any Subsidiary that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary: (i) has no
Indebtedness other than Non-Recourse Debt; (ii) is not party to any agreement,
contract, arrangement or understanding with the Company or any Restricted
Subsidiary of the Company unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons
who are not Affiliates of the Company; (iii) is a Person with respect to which
neither the Company nor any of its Restricted Subsidiaries has any direct or
indirect obligation (A) to subscribe for additional Equity Interests or (B) to
maintain or preserve such Person's financial condition or to cause such Person
to achieve any specified levels of operating results; (iv) has not guaranteed or
otherwise directly or indirectly provided credit support for any Indebtedness of
the Company or any of its Restricted Subsidiaries; and (v) has at least one
director on its board of directors that is not a director or executive officer
of the Company or any of its Restricted Subsidiaries and has at least one
executive officer that is not a director or executive officer of the Company or
any of its Restricted Subsidiaries. Any such designation by the Board of
Directors shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing conditions and was permitted by Section 4.07. If, at any time, any
Unrestricted Subsidiary would fail to meet the foregoing requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date (and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09, the Company shall be in default of
such covenant). The Board of Directors of the Company may at any time designate
any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (i) such Indebtedness
is permitted under Section 4.09, calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-

                                       17

<PAGE>

quarter reference period, and (ii) no Default or Event of Default would be in
existence following such designation.

                  "U.S. Person" means a U.S. person as defined in Rule 902(o)
under the Securities Act.

                  "Voting Stock" of any Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (A) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (B) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.

                  "Wholly Owned" means, when used with respect to any Subsidiary
or Restricted Subsidiary of a Person, a Subsidiary (or Restricted Subsidiary, as
appropriate) of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person or by one or more Wholly Owned Subsidiaries (or
Wholly Owned Restricted Subsidiaries, as appropriate) of such Person and one or
more Wholly Owned Subsidiaries (or Wholly Owned Restricted Subsidiaries, as
appropriate) of such Person.

Section 1.02      Other Definitions.

                                                            Defined in
                 Term                                         Section

         "Affiliate Transaction"...............................4.11
         "Asset Sale Offer"....................................3.09
         "Bankruptcy Law"......................................4.01
         "Change of Control Offer".............................4.15
         "Change of Control Payment"...........................4.15
         "Change of Control Payment Date"......................4.15
         "Covenant Defeasance".................................8.03
         "DTC".................................................2.03
         "Event of Default"....................................6.01
         "Excess Proceeds".....................................4.10
         "Exchange Notes"...................................preamble
         "Global Note Legend"..................................2.06
         "incur"...............................................4.09
         "Legal Defeasance"....................................8.02
         "Notes"............................................preamble
         "Offer Amount"........................................3.09
         "Offer Period"........................................3.09
         "Paying Agent"........................................2.03

                                       18
<PAGE>

         "Purchase Date".......................................3.09
         "Registrar"...........................................2.03
         "Remaining Excess Proceeds"...........................4.10
         "Restricted Payments".................................4.07
         "Secondary Asset Sale Offer"..........................4.10
         "Series A Notes"...................................preamble


Section 1.03      Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                  The following TIA terms used in this Indenture have the
following meanings:

                  "indenture securities" means the Notes;

                  "indenture security Holder" means a Holder of a Note;

                  "indenture to be qualified" means this Indenture;

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

                  "obligor" on the Notes means the Company and any successor
obligor upon the Notes.

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


Section 1.04      Rules of Construction.

                  Unless the context otherwise requires:

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

                  (2)   an accounting term not otherwise defined has the meaning
         assigned to it in accordance with GAAP; (3) "or" is not exclusive;

                  (4)   words in the singular include the plural, and in the
         plural include the singular;

                  (5)   provisions apply to successive events and transactions;
         and

                                       19

<PAGE>

                  (6)   references to sections of or rules under the Securities
         Act shall be deemed to include substitute, replacement of successor
         sections or rules adopted by the SEC from time to time.


                                   ARTICLE 2.
                                    THE NOTES


Section 2.01      Form and Dating.

                  The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may be issued
in the form of Definitive Notes or Global Notes, as specified by the Company.
The Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage. Each Note shall be dated the date of its authentication.
The Notes shall be in denominations of $1,000 and integral multiples thereof.

                  The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture and the
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

                  Notes issued in global form shall be substantially in the form
of Exhibit A attached hereto (including the Global Note Legend and the "Schedule
of Exchanges in the Global Note" attached thereto). Notes issued in definitive
form shall be substantially in the form of Exhibit A attached hereto (but
without the Global Note Legend and without the "Schedule of Exchanges of
Interests in the Global Note" attached thereto). Each Global Note shall
represent such of the outstanding Notes as shall be specified therein and each
shall provide that it shall represent the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee or the Note Custodian, at the direction of
the Trustee, in accordance with instructions given by the Holder thereof as
required by Section 2.06 hereof.

                  The provisions of the "Operating Procedures of the Euroclear
System" and "Terms and Conditions Governing Use of Euroclear" and the "General
Terms and Conditions of Clearstream Banking" and "Customer Handbook" of
Clearstream Banking shall be applicable to interests in the Regulation S Global
Notes that are held by the Agent Members through Euroclear or Clearstream
Banking.

Section 2.02      Execution and Authentication.

                  Two Officers shall sign the Notes for the Company by manual or
facsimile signature.

                  If an Officer whose signature is on a Note no longer holds
that office at the time a Note is authenticated, the Note shall nevertheless be
valid.

                                       20

<PAGE>

                  A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

                  The Trustee shall, upon the receipt of both: (a) a
non-revocable written order of the Company signed by two Officers and (b) a
written order, substantially in the form of Exhibit A to the Escrow Agreement,
authenticate Notes provided to the Trustee by the escrow agent under the Escrow
Agreement for original issue up to the aggregate principal amount stated in
paragraph 4 of the Notes. The aggregate principal amount of Notes outstanding at
any time may not exceed such amount except as provided in Section 2.07 hereof.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

Section 2.03      Registrar and Paying Agent.

                  The Company shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

                  The Company initially appoints The Depository Trust Company
("DTC") to act as Depositary with respect to the Global Notes.

                  The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as Note Custodian with respect to the
Global Notes.

Section 2.04      Paying Agent To Hold Money In Trust.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal, premium or Additional Amounts, if any, or interest on the
Notes, and will notify the Trustee of any default by the Company in making any
such payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any

                                       21

<PAGE>

bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.

Section 2.05      Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of all Holders and shall otherwise comply with TIA ss. 312(a). If the
Trustee is not the Registrar, the Company shall furnish to the Trustee at least
five Business Days before each interest payment date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA ss. 312(a).

Section 2.06      Transfer and Exchange.

                  (a)    Transfer and Exchange of Global Notes. A Global Note
may not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes
will be exchanged by the Company for Definitive Notes if (i) the Company
delivers to the Trustee notice from the Depositary that it is unwilling or
unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary or (ii) the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be exchanged
for Definitive Notes and delivers a written notice to such effect to the
Trustee. Upon the occurrence of either of the preceding events in (i) or (ii)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.07 and 2.11 hereof. Every Note
authenticated and made available for delivery in exchange for, or in lieu of, a
Global Note or any portion thereof, pursuant to Section 2.07 or 2.11 hereof,
shall be authenticated and made available for delivery in the form of, and shall
be, a Global Note. A Global Note may not be exchanged for another Note other
than as provided in this Section 2.06(a), however beneficial interests in a
Global Note may be transferred and exchanged as provided in Section 2.06(b), (c)
or (f) hereof.

                  (b)    Transfer and Exchange of Beneficial Interests in the
Global Notes. The transfer and exchange of beneficial interests in the Global
Notes shall be effected through the Depositary, in accordance with the
provisions of this Indenture and the procedures of the Depositary therefor.
Beneficial interests in the Restricted Global Notes shall be subject to
restrictions on transfer comparable to those set forth herein to the extent
required by the Securities Act. The Trustee shall have no obligation to
ascertain the Depositary's compliance with any such restrictions on transfer.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs as applicable:

                  (i)    Transfer of Beneficial Interests in the Same Global
          Note. Beneficial interests in any Restricted Global Note may be
          transferred to Persons who take delivery

                                       22

<PAGE>

          thereof in the form of a beneficial interest in the same Restricted
          Global Note in accordance with the transfer restrictions set forth in
          the Private Placement Legend; provided, however, that prior to the
          expiration of the Restricted Period transfers of beneficial interests
          in the Regulation S Global Note may not be made to a U.S. Person or
          for the account or benefit of a U.S. Person (other than an Initial
          Purchaser). Beneficial interests in any Unrestricted Global Note may
          be transferred only to Persons who take delivery thereof in the form
          of a beneficial interest in an Unrestricted Global Note. No written
          orders or instructions shall be required to be delivered to the
          Registrar to effect the transfers described in this Section
          2.06(b)(i).

                  (ii)   All Other Transfers and Exchanges of Beneficial
          Interests in Global Notes. In connection with all transfers and
          exchanges of beneficial interests (other than transfers of beneficial
          interests in a Global Note to Persons who take delivery thereof in the
          form of a beneficial interest in the same Global Note), the transferor
          of such beneficial interest must deliver to the Registrar either (A)
          (1) a written order from a Participant or an Indirect Participant
          given to the Depositary in accordance with the Applicable Procedures
          directing the Depositary to credit or cause to be credited a
          beneficial interest in the specified Global Note in an amount equal to
          the beneficial interest to be transferred or exchanged and (2)
          instructions given in accordance with the Applicable Procedures
          containing information regarding the Participant account to be
          credited with such increase or (B) (1) a written order from a
          Participant or an Indirect Participant given to the Depositary in
          accordance with the Applicable Procedures directing the Depositary to
          cause to be issued a Definitive Note in an amount equal to the
          beneficial interest to be transferred or exchanged and (2)
          instructions given by the Depositary to the Registrar containing
          information regarding the Person in whose name such Definitive Note
          shall be registered to effect the transfer or exchange referred to in
          (1) above. Upon an Exchange Offer by the Company in accordance with
          Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii)
          shall be deemed to have been satisfied upon receipt by the Registrar
          of the instructions contained in the Letter of Transmittal delivered
          by the Holder of such beneficial interests in the Restricted Global
          Notes. Upon satisfaction of all of the requirements for transfer or
          exchange of beneficial interests in Global Notes contained in this
          Indenture, the Notes and otherwise applicable under the Securities
          Act, the Trustee shall adjust the principal amount of the relevant
          Global Note(s) pursuant to Section 2.06(h) hereof.

                  (iii)  Transfer of Beneficial Interests to Another Restricted
          Global Note. Beneficial interests in any Restricted Global Note may be
          transferred to Persons who take delivery thereof in the form of a
          beneficial interest in another Restricted Global Note if the Registrar
          receives the following:

                         (A)    if the transferee will take delivery in the form
                  of a beneficial interest in the 144A Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications in item (1) thereof;

                         (B)    if the transferee will take delivery in the form
                  of a beneficial interest in the Regulation S Global Note, then
                  the transferor must deliver a

                                       23

<PAGE>

                  certificate in the form of Exhibit B hereto, including the
                  certifications in item (2) thereof; and

                         (C)    if the transferee will take delivery in the form
                  of a beneficial interest in the IAI Global Note, then the
                  transferor must deliver (x) a certificate in the form of
                  Exhibit B hereto, including the certifications in item (3)
                  thereof, (y) to the extent required by item 3(d) of Exhibit B
                  hereto, an Opinion of Counsel in form reasonably acceptable to
                  the Company to the effect that such transfer is in compliance
                  with the Securities Act and such beneficial interest is being
                  transferred in compliance with any applicable blue sky
                  securities laws of any State of the United States and (z) if
                  the transfer is being made to an Institutional Accredited
                  Investor and effected pursuant to an exemption from the
                  registration requirements of the Securities Act other than
                  Rule 144A under the Securities Act, Rule 144 under the
                  Securities Act or Rule 904 under the Securities Act, a
                  certificate from the transferee in the form of Exhibit D
                  hereto.

                  (iv)   Transfer and Exchange of Beneficial Interests in a
          Restricted Global Note for Beneficial Interests in the Unrestricted
          Global Note. Beneficial interests in any Restricted Global Note may be
          exchanged by any holder thereof for a beneficial interest in the
          Unrestricted Global Note or transferred to Persons who take delivery
          thereof in the form of a beneficial interest in the Unrestricted
          Global Note if:

                         (A)    such exchange or transfer is effected pursuant
                  to the Exchange Offer in accordance with the Registration
                  Rights Agreement and the holder, in the case of an exchange,
                  or the transferee, in the case of a transfer, is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                         (B)    any such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                         (C)    any such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                         (D)    the Registrar receives the following:

                                (1)    if the holder of such beneficial
                  interest in a Restricted Global Note proposes to exchange such
                  beneficial interest for a beneficial interest in the
                  Unrestricted Global Note, a certificate from such holder in
                  the form of Exhibit C hereto, including the certifications in
                  item (1 )(a) thereof;

                                (2)    if the holder of such beneficial
                  interest in a Restricted Global Note proposes to transfer such
                  beneficial interest to a Person who shall take delivery
                  thereof in the form of a beneficial interest in the
                  Unrestricted Global Note, a certificate from such holder in
                  the form of Exhibit B hereto, including the certifications in
                  item (4) thereof;

                                       24

<PAGE>

                                (3)     in each such case set forth in this
                  subparagraph (D), an Opinion of Counsel in form reasonably
                  acceptable to the Registrar to the effect that such exchange
                  or transfer is in compliance with the Securities Act, that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are not required in order to maintain
                  compliance with the Securities Act, and such beneficial
                  interest is being exchanged or transferred in compliance with
                  any applicable blue sky securities laws of any State of the
                  United States.

                  If any such transfer is effected pursuant to subparagraph (B)
or (D) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an authentication order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of beneficial interests transferred pursuant to subparagraph
(B) or (D) above.

                  Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in any Restricted Global Note.

                  (c)    Transfer or Exchange of Beneficial Interests for
          Definitive Notes.

                  (i)    If any holder of a beneficial interest in a Restricted
          Global Note proposes to exchange such beneficial interest for a
          Definitive Note or to transfer such beneficial interest to a Person
          who takes delivery thereof in the form of a Definitive Note, then,
          upon receipt by the Registrar of the following documentation (all of
          which may be submitted by facsimile):

                         (A)    if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for a Definitive Note, a certificate from such holder
                  in the form of Exhibit C hereto, including the certifications
                  in item (2)(a) thereof;

                         (B)    if such beneficial interest is being transferred
                  to a QIB in accordance with Rule 144A under the Securities
                  Act, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications in item (1) thereof;

                         (C)    if such beneficial interest is being transferred
                  to a Non-U.S. Person in an offshore transaction in accordance
                  with Rule 904 under the Securities Act, a certificate to the
                  effect set forth in Exhibit B hereto, including the
                  certifications in item (2) thereof;

                         (D)    if such beneficial interest is being transferred
                  pursuant to an exemption from the registration requirements of
                  the Securities Act in accordance with Rule 144 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(a)
                  thereof;

                         (E)    if such beneficial interest is being transferred
                  to an Institutional Accredited Investor in reliance on an
                  exemption from the registration requirements of the Securities
                  Act other than those listed in subparagraphs (B)

                                       25

<PAGE>

                  through (D) above, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(d)
                  thereof, a certificate from the transferee to the effect set
                  forth in Exhibit D hereof and, to the extent required by item
                  3(d) of Exhibit B, an Opinion of Counsel from the transferee
                  or the transferor reasonably acceptable to the Company to the
                  effect that such transfer is in compliance with the Securities
                  Act and such beneficial interest is being transferred in
                  compliance with any applicable blue sky securities laws of any
                  State of the United States;

                         (F)    if such beneficial interest is being transferred
                  to the Company or any of its Subsidiaries, a certificate to
                  the effect set forth in Exhibit B hereto, including the
                  certifications in item (3)(b) thereof; or

                         (G)    if such beneficial interest is being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(c)
                  thereof, the Trustee shall cause the aggregate principal
                  amount of the applicable Global Note to be reduced accordingly
                  pursuant to Section 2.06(h) hereof, and the Company shall
                  execute and the Trustee shall authenticate and deliver to the
                  Person designated in the instructions a Definitive Note in the
                  appropriate principal amount. Definitive Notes issued in
                  exchange for beneficial interests in a Restricted Global Note
                  pursuant to this Section 2.06(c) shall be registered in such
                  names and in such authorized denominations as the holder shall
                  instruct the Registrar through instructions from the
                  Depositary and the Participant or Indirect Participant. The
                  Trustee shall deliver such Definitive Notes to the Persons in
                  whose names such Notes are so registered. Definitive Notes
                  issued in exchange for a beneficial interest in a Restricted
                  Global Note pursuant to this Section 2.06(c)(i) shall bear the
                  Private Placement Legend and shall be subject to all
                  restrictions on transfer contained therein.

                  (ii)   Notwithstanding 2.06(c)(i), a holder of a beneficial
          interest in a Restricted Global Note may exchange such beneficial
          interest for an Unrestricted Definitive Note or may transfer such
          beneficial interest to a Person who takes delivery thereof in the form
          of an Unrestricted Definitive Note only if:

                         (A)    such exchange or transfer is effected pursuant
                  to the Exchange Offer in accordance with the Registration
                  Rights Agreement and the holder, in the case of an exchange,
                  or the transferee, in the case of a transfer, is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                         (B)    any such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                         (C)    any such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                                       26

<PAGE>

                         (D)    the Registrar receives the following:

                                (1)    if the holder of such beneficial
                  interest in a Restricted Global Note proposes to exchange such
                  beneficial interest for a Definitive Note that does not bear
                  the Private Placement Legend, a certificate from such holder
                  in the form of Exhibit C hereto, including the certifications
                  in item (1)(b) thereof;

                                (2)    if the holder of such beneficial
                  interest in a Restricted Global Note proposes to transfer such
                  beneficial interest to a Person who shall take delivery
                  thereof in the form of a Definitive Note that does not bear
                  the Private Placement Legend, a certificate from such holder
                  in the form of Exhibit B hereto, including the certifications
                  in item (4) thereof; and

                                (3)    in each such case set forth in this
                  subparagraph (D), an Opinion of Counsel in form reasonably
                  acceptable to the Company, to the effect that such exchange or
                  transfer is in compliance with the Securities Act, that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are not required in order to maintain
                  compliance with the Securities Act, and such beneficial
                  interest in a Restricted Global Note is being exchanged or
                  transferred in compliance with any applicable blue sky
                  securities laws of any State of the United States.

                  (iii)  If any holder of a beneficial interest in an
          Unrestricted Global Note proposes to exchange such beneficial interest
          for a Definitive Note or to transfer such beneficial interest to a
          Person who takes delivery thereof in the form of a Definitive Note,
          then, upon satisfaction of the conditions set forth in Section
          2.06(b)(ii), the Trustee shall cause the aggregate principal amount of
          the applicable Global Note to be reduced accordingly pursuant to
          Section 2.06(h) hereof, and the Company shall execute and the Trustee
          shall authenticate and deliver to the Person designated in the
          instructions a Definitive Note in the appropriate principal amount.
          Definitive Notes issued in exchange for a beneficial interest pursuant
          to this Section 2.06(c)(iii) shall be registered in such names and in
          such authorized denominations as the holder shall instruct the
          Registrar through instructions from the Depositary and the Participant
          or Indirect Participant. The Trustee shall deliver such Definitive
          Notes to the Persons in whose names such Notes are so registered.
          Definitive Notes issued in exchange for a beneficial interest pursuant
          to this section 2.06(c)(iii) shall not bear the Private Placement
          Legend. Beneficial interests in an Unrestricted Global Note cannot be
          exchanged for a Definitive Note bearing the Private Placement Legend
          or transferred to a Person who takes delivery thereof in the form of a
          Definitive Note bearing the Private Placement Legend.

                  (d)    Transfer or Exchange of Definitive Notes for Beneficial
          Interests.

                  (i)    If any Holder of Restricted Definitive Notes proposes
          to exchange such Notes for a beneficial interest in a Restricted
          Global Note or to transfer such Definitive Notes to a Person who takes
          delivery thereof in the form of a beneficial interest in a Restricted
          Global Note, then, upon receipt by the Registrar of the following
          documentation (all of which may be submitted by facsimile):

                                       27

<PAGE>

                         (A)    if the Holder of such Restricted Definitive
                  Notes proposes to exchange such Notes for a beneficial
                  interest in a Restricted Global Note, a certificate from such
                  Holder in the form of Exhibit C hereto, including the
                  certifications in item (2)(b) thereof;

                         (B)    if such Definitive Notes are being transferred
                  to a QIB in accordance with Rule 144A under the Securities
                  Act, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications in item (1) thereof;

                         (C)    if such Definitive Notes are being transferred
                  to a Non-U.S. Person in an offshore transaction in accordance
                  with Rule 904 under the Securities Act, a certificate to the
                  effect set forth in Exhibit B hereto, including the
                  certifications in item (2) thereof;

                         (D)    if such Definitive Notes are being transferred
                  pursuant to an exemption from the registration requirements of
                  the Securities Act in accordance with Rule 144 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(a)
                  thereof;

                         (E)    if such Definitive Notes are being transferred
                  to an Institutional Accredited Investor in reliance on an
                  exemption from the registration requirements of the Securities
                  Act other than those listed in subparagraphs (B) through (D)
                  above, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications in item (3)(d) thereof, a
                  certificate from the transferee to the effect set forth in
                  Exhibit D hereof and, to the extent required by item 3(d) of
                  Exhibit B, an Opinion of Counsel from the transferee or the
                  transferor reasonably acceptable to the Company to the effect
                  that such transfer is in compliance with the Securities Act
                  and such Definitive Notes are being transferred in compliance
                  with any applicable blue sky securities laws of any State of
                  the United States;

                         (F)    if such Definitive Notes are being transferred
                  to the Company or any of its Subsidiaries, a certificate to
                  the effect set forth in Exhibit B hereto, including the
                  certifications in item (3)(b) thereof; or

                         (G)    if such Definitive Notes are being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(c)
                  thereof,

          the Trustee shall cancel the Definitive Notes, increase or cause to be
          increased the aggregate principal amount of, in the case of clause (A)
          above, the appropriate Restricted Global Note, in the case of clause
          (B) above, the 144A Global Note, in the case of clause (C) above, the
          Regulation S Global Note, and in all other cases, the IAI Global Note.

                  (ii)   A Holder of Restricted Definitive Notes may exchange
          such Notes for a beneficial interest in the Unrestricted Global Note
          or transfer such Restricted Definitive Notes to a Person who takes
          delivery thereof in the form of a beneficial interest in the
          Unrestricted Global Note only if:

                                       28

<PAGE>

                         (A)    such exchange or transfer is effected pursuant
                  to the Exchange Offer in accordance with the Registration
                  Rights Agreement and the Holder, in the case of an exchange,
                  or the transferee, in the case of a transfer, is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                         (B)    any such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                         (C)    any such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                         (D)    the Registrar receives the following:

                                (1)    if the Holder of such Definitive Notes
                  proposes to exchange such Notes for a beneficial interest in
                  the Unrestricted Global Note, a certificate from such Holder
                  in the form of Exhibit C hereto, including the certifications
                  in item (1)(c) thereof;

                                (2)    if the Holder of such Definitive Notes
                  proposes to transfer such Notes to a Person who shall take
                  delivery thereof in the form of a beneficial interest in the
                  Unrestricted Global Note, a certificate from such Holder in
                  the form of Exhibit B hereto, including the certifications
                  in item (4) thereof; and

                                (3)    in each such case set forth in this
                  subparagraph (D), an Opinion of Counsel in form reasonably
                  acceptable to the Company to the effect that such exchange or
                  transfer is in compliance with the Securities Act, that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are not required in order to maintain
                  compliance with the Securities Act, and such Definitive Notes
                  are being exchanged or transferred in compliance with any
                  applicable blue sky securities laws of any State of the United
                  States.

          Upon satisfaction of the conditions of any of the subparagraphs in
          this Section 2.06(d)(ii), the Trustee shall cancel the Definitive
          Notes and increase or cause to be increased the aggregate principal
          amount of the Unrestricted Global Note.

                  (iii)  A Holder of Unrestricted Definitive Notes may exchange
          such Notes for a beneficial interest in the Unrestricted Global Note
          or transfer such Definitive Notes to a Person who takes delivery
          thereof in the form of a beneficial interest in the Unrestricted
          Global Note. Upon receipt of a request for such an exchange or
          transfer, the Trustee shall cancel the Unrestricted Definitive Notes
          and increase or cause to be increased the aggregate principal amount
          of the Unrestricted Global Note.

                  If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an authentication order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or

                                       29

<PAGE>

more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of beneficial interests transferred pursuant to subparagraphs
(ii)(B), (ii)(D) or (iii) above.

                  (e)    Transfer and Exchange of Definitive Notes. Upon request
by a Holder of Definitive Notes and such Holder's compliance with the provisions
of this Section 2.06(e), the Registrar shall register the transfer or exchange
of Definitive Notes. Prior to such registration of transfer or exchange, the
requesting Holder shall present or surrender to the Registrar the Definitive
Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by his attorney,
duly authorized in writing. In addition, the requesting Holder shall provide any
additional certifications, documents and information, as applicable, pursuant to
the provisions of this Section 2.06(e).

                  (i)    Restricted Definitive Notes may be transferred to and
          registered in the name of Persons who take delivery thereof if the
          Registrar receives the following:

                         (A)    if the transfer will be made pursuant to Rule
                  144A under the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including the certifications in item (1) thereof;

                         (B)    if the transfer will be made pursuant to Rule
                  904, then the transferor must deliver a certificate in the
                  form of Exhibit B hereto, including the certifications in item
                  (2) thereof; and

                         (C)    if the transfer will be made pursuant to any
                  other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver (x) a
                  certificate in the form of Exhibit B hereto, including the
                  certifications in item (3) thereof, (y) to the extent required
                  by item 3(d) of Exhibit B hereto, an Opinion of Counsel in
                  form reasonably acceptable to the Company to the effect that
                  such transfer is in compliance with the Securities Act and
                  such beneficial interest is being transferred in compliance
                  with any applicable blue sky securities laws of any State of
                  the United States and (z) if the transfer is being made to an
                  Institutional Accredited Investor and effected pursuant to an
                  exemption from the registration requirements of the Securities
                  Act other than Rule 144A under the Securities Act, Rule 144
                  under the Securities Act or Rule 904 under the Securities Act,
                  a certificate from the transferee in the form of Exhibit D
                  hereto.

                  (ii)   Restricted Definitive Notes may be exchanged by any
          Holder thereof for an Unrestricted Definitive Note or transferred to
          Persons who take delivery thereof in the form of an Unrestricted
          Definitive Note if:

                         (A)    such exchange or transfer is effected pursuant
                  to the Exchange Offer in accordance with the Registration
                  Rights Agreement and the holder, in the case of an exchange,
                  or the transferee, in the case of a transfer, is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                         (B)    any such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                                       30

<PAGE>

                         (C)    any such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                         (D)    the Registrar receives the following:

                                (1)    if the Holder of such Restricted
                  Definitive Notes proposes to exchange such Notes for an
                  Unrestricted Definitive Note, a certificate from such Holder
                  in the form of Exhibit C hereto, including the certifications
                  in item (1)(a) thereof;

                                (2)    if the Holder of such Restricted
                  Definitive Notes proposes to transfer such Notes to a Person
                  who shall take delivery thereof in the form of an Unrestricted
                  Definitive Note, a certificate from such Holder in the form of
                  Exhibit B hereto, including the certifications in item (4)
                  thereof; and

                                (3)    in each such case set forth in this
                  subparagraph (D), an Opinion of Counsel in form reasonably
                  acceptable to the Company to the effect that such exchange or
                  transfer is in compliance with the Securities Act, that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are not required in order to maintain
                  compliance with the Securities Act, and such Restricted
                  Definitive Note is being exchanged or transferred in
                  compliance with any applicable blue sky securities laws of any
                  State of the United States.

                  (iii)  A Holder of Unrestricted Definitive Notes may transfer
          such Notes to a Person who takes delivery thereof in the form of an
          Unrestricted Definitive Note. Upon receipt of a request for such a
          transfer, the Registrar shall register the Unrestricted Definitive
          Notes pursuant to the instructions from the Holder thereof.
          Unrestricted Definitive Notes cannot be exchanged for or transferred
          to Persons who take delivery thereof in the form of a Restricted
          Definitive Note.

                  (f)    Exchange Offer. Upon the occurrence of the Exchange
Offer in accordance with the Registration Rights Agreement, the Company shall
issue and, upon receipt of an authentication order in accordance with Section
2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes
in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by persons that
are not (x) broker-dealers, (y) Persons participating in the distribution of the
Exchange Notes or (z) Persons who are affiliates (as defined in Rule 144) of the
Company and accepted for exchange in the exchange Offer and (ii) Definitive
Notes in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Notes accepted for exchange in the Exchange Offer.
Concurrent with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company shall execute and the Trustee shall
authenticate and make available for delivery to the Persons designated by the
Holders of Definitive Notes so accepted Definitive Notes in the appropriate
principal amount.

                                       31

<PAGE>

                  (g)    Legends. The following legends shall appear on the face
of all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                  (i)    Private Placement Legend.

                         (A)    Except as permitted by subparagraph (b) below,
                  each Global Note and each Definitive Note (and all Notes
                  issued in exchange therefor or substitution thereof) shall
                  bear the legend in substantially the following form:

         "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
         ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE
         UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
         ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR
         OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
         APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY
         EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON
         THE EXEMPTION FROM THE PROVISION OF SECTION 5 OF THE SECURITIES ACT
         PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED
         HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY
         BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (a) TO A PERSON
         WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
         (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
         MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE
         UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE
         WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
         REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
         SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
         APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
         HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
         EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE."

                         (B)    Notwithstanding the foregoing, any Global Note
                  or Definitive Note issued pursuant to subparagraphs (b)(iv),
                  (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f)
                  to this Section 2.06 (and all Notes issued in exchange
                  therefor or substitution thereof) shall not bear the Private
                  Placement Legend.

                  (ii)   Global Note Legend. Each Global Note shall bear a
          legend in substantially the following form:

                                       32

<PAGE>

         "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
         INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
         BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
         PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE
         SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF
         THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT
         IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL
         NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
         SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
         TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
         THE COMPANY."

                  (h)    Cancellation and/or Adjustment of Global Notes. At such
time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased
or canceled in whole and not in part, each such Global Note shall be returned to
or retained and canceled by the Trustee in accordance with Section 2.11 hereof.
At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for or transferred to a Person who will take delivery thereof
in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note, by the
Trustee or by the Depositary at the direction of the Trustee, to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note, by the Trustee or by the
Depositary at the direction of the Trustee, to reflect such increase.

                  (i)    General Provisions Relating to Transfers and Exchanges.

                  (i)    To permit registrations of transfers and exchanges, the
          Company shall execute and the Trustee shall authenticate Global Notes
          and Definitive Notes upon the Company's order or at the Registrar's
          request.

                  (ii)   No service charge shall be made to a holder of a
          beneficial interest in a Global Note or to a Holder of a Definitive
          Note for any registration of transfer or exchange, but the Company 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 taxes or similar governmental charge payable
          upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.10, 4.15
          and 9.05 hereof).

                  (iii)  The Registrar shall not be required to register the
          transfer of or exchange any Note selected for redemption in whole or
          in part, except the unredeemed portion of any Note being redeemed in
          part.

                  (iv)   All Global Notes and Definitive Notes issued upon any
          registration of transfer or exchange of Global Notes or Definitive
          Notes shall be the valid obligations of

                                       33

<PAGE>

          the Company, evidencing the same debt, and entitled to the same
          benefits under this Indenture, as the Global Notes or Definitive Notes
          surrendered upon such registration of transfer or exchange.

                  (v)    The Company shall not be required (A) to issue, to
          register the transfer of or to exchange Notes during a period
          beginning at the opening of business 15 days before the day of any
          selection of Notes for redemption under Section 3.02 hereof and ending
          at the close of business on the day of selection, (B) to register the
          transfer of or to exchange any Note so selected for redemption in
          whole or in part, except the unredeemed portion of any Note being
          redeemed in part or (C) to register the transfer of or to exchange a
          Note between a record date and the next succeeding Interest Payment
          Date.

                  (vi)   Prior to due presentment for the registration of a
          transfer of any Note, the Trustee, any Agent and the Company may deem
          and treat the Person in whose name any Note is registered as the
          absolute owner of such Note for the purpose of receiving payment of
          principal of and interest on such Notes and for all other purposes,
          and none of the Trustee, any Agent or the Company shall be affected by
          notice to the contrary.

                  (vii)  The Trustee shall authenticate Global Notes and
          Definitive Notes in accordance with the provisions of Section 2.02
          hereof.

Section 2.07      Replacement Notes.

                  If any mutilated Note is surrendered to the Trustee, or the
Company and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee,
upon the written order of the Company signed by two Officers of the Company,
shall authenticate a replacement Note if the Trustee's requirements are met. If
required by the Trustee or the Company, an indemnity bond must be supplied by
the Holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent and any authenticating agent from
any loss that any of them may suffer if a Note is replaced. The Company may
charge for its expenses in replacing a Note.

                  Every replacement Note is an additional obligation of the
Company and shall be entitled to all of the benefits of this Indenture equally
and proportionately with all other Notes duly issued hereunder.

Section 2.08      Outstanding Notes.

                  The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected
by the Trustee in accordance with the provisions hereof, and those described in
this Section as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

                  If a Note is replaced pursuant to Section 2.07 hereof, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser.

                                       34

<PAGE>

                  If the principal amount of any Note is considered paid under
Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

                  If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

Section 2.09      Treasury Notes.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company, shall
be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that a Trustee knows are so owned shall
be so disregarded.

Section 2.10      Temporary Notes.

                  Until Definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes upon a written order
of the Company signed by two Officers of the Company. Temporary Notes shall be
substantially in the form of Definitive Notes but may have variations that the
Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate Definitive Notes in exchange for temporary
Notes.

                  Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture.

Section 2.11      Cancellation.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Company. The Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.

Section 2.12      Defaulted Interest.

                  If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment. The Company shall fix or cause to be fixed
each such special

                                       35

<PAGE>

record date and payment date, provided that no such special record date shall be
less than 10 days prior to the related payment date for such defaulted interest.
At least 15 days before the special record date, the Company (or, upon the
written request of the Company, the Trustee in the name and at the expense of
the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

Section 2.13      CUSIP Numbers.

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

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01      [Reserved].

Section 3.02      Selection of Notes to Be Redeemed.

                  If less than all of the Notes are to be redeemed at any time,
selection of Notes for redemption shall be made by the Trustee in compliance
with the requirements of the principal national securities exchange, if any, on
which the Notes are listed, or, if the Notes are not so listed, on a pro rata
basis, by lot or by such method as the Trustee shall deem fair and appropriate;
provided that no Notes of $1,000 or less shall be redeemed in part. Notices of
redemption shall be mailed by first class mail at least 30 but not more than 60
days before the redemption date to each Holder of Notes to be redeemed at its
registered address. Notices of redemption may not be conditional. If any Note is
to be redeemed in part only, the notice of redemption that relates to such Note
shall state the portion of the principal amount thereof to be redeemed. A new
Note in principal amount equal to the unredeemed portion thereof shall be issued
in the name of the Holder thereof upon cancellation of the original Note. Notes
called for redemption become due on the date fixed for redemption. On and after
the redemption date, interest ceases to accrue on Notes or portions of them
called for redemption.

                  The Trustee shall promptly notify the Company in writing of
the Notes selected for redemption and, in the case of any Note selected for
partial redemption, the principal amount thereof to be redeemed. Notes and
portions of Notes selected shall be in amounts of $1,000 or whole multiples of
$1,000; except that if all of the Notes of a Holder are to be redeemed, the
entire outstanding amount of Notes held by such Holder, even if not a multiple
of $1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

                                       36

<PAGE>

Section 3.03      Notice Of Redemption.

                  Subject to the provisions of Section 3.09 hereof, at least 30
days but not more than 60 days before a redemption date, the Company shall mail
or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address.

                  The notice shall identify the Notes to be redeemed (including
CUSIP Numbers, if any) and shall state:

                  (a)    the redemption date;

                  (b)    the redemption price;

                  (c)    if any Note is being redeemed in part, the portion of
the principal amount of such Note to be redeemed and that, after the redemption
date upon surrender of such Note, a new Note or Notes in principal amount equal
to the unredeemed portion shall be issued upon cancellation of the original
Note;

                  (d)    the name and address of the Paying Agent;

                  (e)    that Notes called for redemption must be surrendered to
the Paying Agent to collect the redemption price;

                  (f)    that, unless the Company defaults in making such
redemption payment, interest on Notes called for redemption ceases to accrue on
and after the redemption date;

                  (g)    the paragraph of the Notes and/or Section of this
Indenture pursuant to which the Notes called for redemption are being redeemed;
and

                  (h)    that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice or printed on the
Notes.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

Section 3.04      Effect Of Notice Of Redemption.

                  Once notice of redemption is mailed in accordance with Section
3.03 hereof, Notes called for redemption become irrevocably due and payable on
the redemption date at the redemption price. A notice of redemption may not be
conditional.

                                       37

<PAGE>

Section 3.05      Deposit Of Redemption Price.

                  Prior to 11:00 a.m. on the Business Day prior to the
redemption date, the Company shall deposit with the Trustee or with the Paying
Agent money sufficient to pay the redemption price of and accrued interest on
all Notes to be redeemed on that date. The Trustee or the Paying Agent shall
promptly return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued interest on, all Notes to be redeemed.

                  If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof.

Section 3.06      Notes Redeemed In Part.

                  Upon surrender of a Note that is redeemed in part, the Company
shall issue and, upon the Company's written request, the Trustee shall
authenticate for the Holder at the expense of the Company a new Note equal in
principal amount to the unredeemed portion of the Note surrendered.

Section 3.07      [Reserved].

Section 3.08      Mandatory Redemption.

                  Except as set forth under Sections 4.10 and 4.15, the Company
is not required to make mandatory redemption or sinking fund payments with
respect to the Notes.

Section 3.09      Offer To Purchase By Application Of Excess Proceeds.

                  In the event that, pursuant to Section 4.10 hereof, the
Company shall be required to commence an offer to all Holders to purchase Notes
(an "Asset Sale Offer"), it shall follow the procedures specified below.

                  The Asset Sale Offer shall remain open for a period of 20
Business Days following its commencement and no longer, except to the extent
that a longer period is required by applicable law (the "Offer Period"). No
later than five Business Days after the termination of the Offer Period (the
"Purchase Date"), the Company shall purchase the principal amount of Notes
required to be purchased pursuant to Section 4.10 hereof (the "Offer Amount")
or, if less than the Offer Amount has been tendered, all Notes tendered in
response to the Asset Sale Offer. Payment for any Notes so purchased shall be
made in the same manner as interest payments are made.

                                       38

<PAGE>

                  If the Purchase Date is on or after an interest record date
and on or before the related interest payment date, any accrued and unpaid
interest shall be paid to the Person in whose name a Note is registered at the
close of business on such record date, and no additional interest shall be
payable to Holders who tender Notes pursuant to the Asset Sale Offer.

                  Upon the commencement of an Asset Sale Offer, the Company
shall send, by first class mail, a notice to the Trustee and each of the
Holders, with a copy to the Trustee. The notice shall contain all instructions
and materials necessary to enable such Holders to tender Notes pursuant to the
Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice,
which shall govern the terms of the Asset Sale Offer, shall state:
(a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and
Section 4.10 hereof and the length of time the Asset Sale Offer shall remain
open;

                  (b)    the Offer Amount, the purchase price and the Purchase
Date;

                  (c)    that any Note not tendered or accepted for payment
shall continue to accrete or accrue interest;

                  (d)    that, unless the Company defaults in making such
payment, any Note accepted for payment pursuant to the Asset Sale Offer shall
cease to accrete or accrue interest after the Purchase Date;

                  (e)    that Holders electing to have a Note purchased pursuant
to an Asset Sale Offer may only elect to have all of such Note purchased and may
not elect to have only a portion of such Note purchased;

                  (f)    that Holders electing to have a Note purchased pursuant
to any Asset Sale Offer shall be required to surrender the Note, with the form
entitled "Option of Holder to Elect Purchase" on the reverse of the Note
completed, or transfer by book-entry transfer, to the Company, a depositary, if
appointed by the Company, or a Paying Agent at the address specified in the
notice at least three days before the Purchase Date;

                  (g)    that Holders shall be entitled to withdraw their
election if the Company, the depositary or the Paying Agent, as the case may be,
receives, not later than the expiration of the Offer Period, a facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased;

                  (h)    that, if the aggregate principal amount of Notes
surrendered by Holders exceeds the Offer Amount, the Company shall select the
Notes to be purchased on a pro rata basis (with such adjustments as may be
deemed appropriate by the Company so that only Notes in denominations of $1,000,
or integral multiples thereof, shall be purchased); and

                  (i)    that Holders whose Notes were purchased only in part
shall be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered (or transferred by book-entry transfer).

                                       39

<PAGE>

                  On or before the Purchase Date, the Company shall, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Offer Amount of Notes or portions thereof tendered pursuant to the Asset
Sale Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and shall deliver to the Trustee an Officers' Certificate stating that
such Notes or portions thereof were accepted for payment by the Company in
accordance with the terms of this Section 3.09. The Company, the Depositary or
the Paying Agent, as the case may be, shall promptly (but in any case not later
than five days after the Purchase Date) mail or deliver to each tendering Holder
an amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Company for purchase, and the Company shall promptly issue a new
Note, and the Trustee, upon written request from the Company shall authenticate
and mail or deliver such new Note to such Holder, in a principal amount equal to
any unpurchased portion of the Note surrendered. Any Note not so accepted shall
be promptly mailed or delivered by the Company to the Holder thereof. The
Company shall publicly announce the results of the Asset Sale Offer on the
Purchase Date.

                  Other than as specifically provided in this Section 3.09, any
purchase pursuant to this Section 3.09 shall be made pursuant to the provisions
of Sections 3.02 through 3.06 hereof.

                                   ARTICLE 4.
                                    COVENANTS

                  The covenants contained in this Article 4 shall be suspended
until such time as the Notes are Issued and released from escrow pursuant to the
Escrow Agreement, at which time such covenants shall be deemed to have been in
full force and effect since the date of this Indenture.

Section 4.01      Payment Of Notes.

                  The Company shall pay or cause to be paid the principal of,
premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due. The
Company shall pay all Additional Amounts, if any, in the same manner on the
dates and in the amounts set forth in the Registration Rights Agreement.

                  The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at the
rate equal to 2.0% per annum in excess of the then applicable interest rate on
the Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Additional Amounts (without regard to any applicable grace period)
at the same rate to the extent lawful.

Section 4.02      Maintenance Of Office Or Agency.

                  The Company shall maintain in the Borough of Manhattan, The
City of New York, an office or agency (which may be an office of the Trustee or
an affiliate of the Trustee,

                                       40

<PAGE>

Registrar or co-registrar) where Notes may be surrendered for registration of
transfer or for exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company shall give
prompt written notice to the Trustee of the location, and any change in the
location, of 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.

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

                  The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
Section 2.03.

Section 4.03      Reports.

                  Notwithstanding that the Company may not be subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise
report on an annual and quarterly basis on forms provided for such annual and
quarterly reporting pursuant to rules and regulations promulgated by the SEC,
the Company shall file with the SEC (and provide the Trustee and Holders with
copies thereof), without cost to each Holder, within 15 days after it files them
with the SEC:

                  (a)    within 90 days after the end of each fiscal year,
annual reports on Form 10-K (or any successor or comparable form) containing the
information required to be contained therein (or required in such successor or
comparable form);

                  (b)    within 45 days after the end of each of the first three
fiscal quarters of each fiscal year, reports on Form 10-Q (or any successor or
comparable form);

                  (c)    promptly from time to time after the occurrence of an
event required to be therein reported, such other reports on Form 8-K (or any
successor or comparable form); and

                  (d)    any other information, documents and other reports
which the Company would be required to file with the SEC if it were subject to
Section 13 or 15(d) of the Exchange Act; provided, however, the Company shall
not be so obligated to file such reports with the SEC if the SEC does not permit
such filing, in which event the Company will make available such information to
prospective purchasers of Notes, in addition to providing such information to
the Trustee and the Holders, in each case within 15 days after the time the
Company would be required to file such information with the SEC, if it were
subject to Sections 13 or 15(d) of the Exchange Act.

                                       41

<PAGE>

                  Subject to the provisions of Article 7, delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

Section 4.04      Compliance Certificate.

                  (a)    The Company shall deliver to the Trustee, within 90
days after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

                  (b)    So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered pursuant to Section 4.03(a) above shall
be accompanied by a written statement of the Company's independent public
accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements,
nothing has come to their attention that would lead them to believe that the
Company has violated any provisions of Article 4 or Article 5 hereof or, if any
such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly
or indirectly to any Person for any failure to obtain knowledge of any such
violation.

                  (c)    The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, as soon as possible and in any event within
five Business Days after any Officer becoming aware of any Default or Event of
Default, an Officers' Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect thereto.

Section 4.05      Taxes.

                  The Company shall pay, and shall cause each of its
Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except such as are contested in good faith and by
appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Notes.

                                       42

<PAGE>

Section 4.06      [Intentionally Omitted]

Section 4.07      Restricted Payments.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any
dividend or make any other payment or distribution on account of the Company's
or any of its Restricted Subsidiaries' Equity Interests (including, without
limitation, any payment in connection with any merger or consolidation involving
the Company) or to the direct or indirect holders of the Company's or any of its
Restricted Subsidiaries' Equity Interests in their capacity as such (other than
(A) dividends or distributions payable in Equity Interests (other than
Disqualified Stock) of the Company or (B) dividends or distributions by a
Restricted Subsidiary so long as, in the case of any dividend or distribution
payable on or in respect of any class or series of securities issued by a
Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the
Company or a Restricted Subsidiary receives at least its pro rata share of such
dividend or distribution in accordance with its Equity Interests in such class
or series of securities); (ii) purchase, redeem or otherwise acquire or retire
for value (including without limitation, in connection with any merger or
consolidation involving the Company) any Equity Interests of the Company or any
direct or indirect parent of the Company; (iii) make any payment on or with
respect to, or purchase, redeem, defease or otherwise acquire or retire for
value any Indebtedness that is subordinated to the Notes except a payment of
interest or principal at Stated Maturity; or (iv) make any Restricted Investment
(all such payments and other actions set forth in clauses (i) through (iv) above
being collectively referred to as "Restricted Payments"), unless, at the time of
and after giving effect to such Restricted Payment:

                  (a)    no Default or Event of Default shall have occurred and
          be continuing or would occur as a consequence thereof; and

                  (b)    the Company would, at the time of such Restricted
          Payment and after giving pro forma effect thereto as if such
          Restricted Payment had been made at the beginning of the applicable
          four-quarter period, have been permitted to incur at least $1.00 of
          additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
          test set forth in the first paragraph of Section 4.09; and

                  (c)    such Restricted Payment, together with the aggregate
          amount of all other Restricted Payments made by the Company and its
          Restricted Subsidiaries since April 30, 1997 (excluding Restricted
          Payments permitted by clauses (ii) through (vii) of the next
          succeeding paragraph or of the kind contemplated by such clauses that
          were made prior to the date of the Indenture), is less than the sum of
          (i) 50% of the Consolidated Net Income of the Company for the period
          (taken as one accounting period) from July 1, 1997 to the end of the
          Company's most recently ended fiscal quarter for which internal
          financial statements are available at the time of such Restricted
          Payment (or, if such Consolidated Net Income for such period is a
          deficit, less 100% of such deficit), plus (ii) 100% of the aggregate
          net cash proceeds received by the Company since April 30, 1997 as a
          contribution to its common equity capital or the issue or sale of
          Equity Interests of the Company (other than Disqualified Stock) or of
          Disqualified Stock or debt securities of the Company that have been
          converted into such Equity Interests (other than Equity

                                       43

<PAGE>

          Interests (or Disqualified Stock or convertible debt securities) sold
          to a Subsidiary of the Company and other than Disqualified Stock or
          convertible debt securities that have been converted into Disqualified
          Stock), plus (iii) to the extent that any Restricted Investment that
          was made after April 30, 1997 is sold for cash or otherwise liquidated
          or repaid for cash, the amount of cash received in connection
          therewith (or from the sale of Marketable Securities received in
          connection therewith), plus (iv) to the extent not already included in
          such Consolidated Net Income of the Company for such period and
          without duplication, (A) 100% of the aggregate amount of cash received
          as a dividend from an Unrestricted Subsidiary, (B) 100% of the cash
          received upon the sale of Marketable Securities received as a dividend
          from an Unrestricted Subsidiary, and (C) 100% of the net assets of any
          Unrestricted Subsidiary on the date that it becomes a Restricted
          Subsidiary.

                  The foregoing provisions shall not prohibit: (i) the payment
of any dividend within 60 days after the date of declaration thereof, if at said
date of declaration such payment would have complied with the provisions of this
Indenture; (ii) the redemption, repurchase, retirement, defeasance or other
acquisition of any subordinated Indebtedness or Equity Interests of the Company
in exchange for, or out of the net cash proceeds of the substantially concurrent
sale (other than to a Subsidiary of the Company) of, other Equity Interests of
the Company (other than any Disqualified Stock); provided that the amount of any
such net cash proceeds that are utilized for any such redemption, repurchase,
retirement, defeasance or other acquisition shall be excluded from clause (c)
(ii) of the preceding paragraph; (iii) the defeasance, redemption, repurchase or
other acquisition of subordinated Indebtedness (other than intercompany
Indebtedness) in exchange for, or with the net cash proceeds from an incurrence
of, Permitted Refinancing Indebtedness; (iv) the repurchase, retirement or other
acquisition or retirement for value of common Equity Interests of the Company or
Holdings held by any future, present or former employee, director or consultant
of the Company or any Subsidiary or Holdings issued pursuant to any management
equity plan or stock option plan or any other management or employee benefit
plan or agreement; provided, however, that the aggregate amount of Restricted
Payments made under this clause (iv) does not exceed $1.5 million in any
calendar year and provided further that cancellation of Indebtedness owing to
the Company from members of management of the Company or any of its Restricted
Subsidiaries in connection with a repurchase of Equity Interests of the Company
shall not be deemed to constitute a Restricted Payment for purposes of this
covenant or any other provision of this Indenture; (v) repurchases of Equity
Interests deemed to occur upon exercise of stock options upon surrender of
Equity Interests to pay the exercise price of such options; (vi) payments to
Holdings (A) in amounts equal to the amounts required for Holdings to pay
franchise taxes and other fees required to maintain its legal existence and
provide for other operating costs of up to $500,000 per fiscal year and (B) in
amounts equal to amounts required for Holdings to pay federal, state and local
income taxes to the extent such income taxes are actually due and owing;
provided that the aggregate amount paid under this clause (B) does not exceed
the amount that the Company would be required to pay in respect of the income of
the Company and its Subsidiaries if the Company were a stand alone entity that
was not owned by Holdings; and (vii) other Restricted Payments in an aggregate
amount since May 22, 1998 not to exceed $20.0 million.

                  The Board of Directors of the Company may designate any
Restricted Subsidiary to be an Unrestricted Subsidiary if such designation would
not cause a Default. For purposes of

                                       44

<PAGE>

making such determination, all outstanding Investments by the Company and its
Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary
so designated shall be deemed to be Restricted Payments at the time of such
designation and shall reduce the amount available for Restricted Payments under
the first paragraph of this covenant. All such outstanding Investments shall be
deemed to constitute Investments in an amount equal to the fair market value of
such Investments at the time of such designation. Such designation shall only be
permitted if such Restricted Payment would be permitted at such time and if such
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.

                  The amount of all Restricted Payments (other than cash) shall
be the fair market value on the date of the Restricted Payment of the asset(s)
or securities proposed to be transferred or issued by the Company or such
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any non-cash Restricted Payment shall be determined by the Board
of Directors whose resolution with respect thereto shall be delivered to the
Trustee. Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by Section 4.07 were computed.

Section 4.08     Dividend And Other Payment Restrictions Affecting Subsidiaries.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary to (i)(A) pay dividends or make any other
distributions to the Company or any of its Restricted Subsidiaries (1) on its
Capital Stock or (2) with respect to any other interest or participation in, or
measured by, its profits, or (B) pay any indebtedness owed to the Company or any
of its Restricted Subsidiaries, (ii) make loans or advances to the Company or
any of its Restricted Subsidiaries, or (iii) transfer any of its properties or
assets to the Company or any of its Restricted Subsidiaries, except for such
encumbrances or restrictions existing under or by reason of (A) the provisions
of security agreements that restrict the transfer of assets that are subject to
a Lien created by such security agreements, (B) the provisions of agreements
governing Indebtedness incurred pursuant to clause (v) of the second paragraph
of Section 4.09, (C) the Senior Credit Facilities, this Indenture, the Notes,
the 1997 Indenture, the 1997 Notes, the May 1998, Indenture, the May 1998 Notes,
the December 1998 Indenture and the December 1998 Notes, (D) applicable law, (E)
any instrument governing Indebtedness or Capital Stock of a Person acquired by
the Company or any of its Restricted Subsidiaries as in effect at the time of
such acquisition (except to the extent such Indebtedness was incurred in
connection with or in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person, or the property or assets of the Person, so
acquired, provided that, in the case of Indebtedness, such Indebtedness was
permitted by the terms of this Indenture to be incurred, (F) by reason of
customary non-assignment provisions in leases entered into in the ordinary
course of business and consistent with past practices, (G) purchase money
obligations for property acquired in the ordinary course of business that impose
restrictions of the nature described in this clause (iii) on the property so
acquired, (H) Permitted Refinancing Indebtedness, provided that the restrictions
contained in the agreements governing such Permitted Refinancing Indebtedness
are no more restrictive than those contained in the agreements governing the
Indebtedness being refinanced, (I) contracts for the sale of assets,

                                       45

<PAGE>

including, without limitation, customary restrictions with respect to a
Subsidiary pursuant to an agreement that has been entered into for the sale or
disposition of all or substantially all of the Capital Stock or assets of such
Subsidiary, (J) agreements relating to secured Indebtedness otherwise permitted
to be incurred pursuant to 4.09 and 4.12 that limit the right of the debtor to
dispose of the assets securing such Indebtedness, (K) restrictions on cash or
other deposits or net worth imposed by customers under contracts entered into in
the ordinary course of business, or (L) customary provisions in joint venture
agreements and other similar agreements entered into in the ordinary course of
business.

Section 4.09      Incurrence Of Indebtedness And Issuance Of Preferred Stock.

                  The Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt) and that the Company shall not issue any Disqualified Stock and shall not
permit any of its Subsidiaries to issue any shares of preferred stock; provided,
however, that the Company and any Restricted Subsidiary may incur Indebtedness
(including Acquired Debt) or issue shares of preferred stock if the Fixed Charge
Coverage Ratio for the Company's most recently ended four full fiscal quarters
for which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred or such preferred stock
is issued would have been at least 2.0 to 1.0, determined on a pro forma basis
(including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred, or the preferred stock had been
issued, as the case may be, at the beginning of such four-quarter period.

                  The provisions of the first paragraph of this Section 4.09
shall not apply to the incurrence of any of the following items of Indebtedness
(collectively, "Permitted Debt"):

                  (i)    the incurrence by the Company of additional
          Indebtedness under Credit Facilities (and the guarantee thereof by the
          Guarantors) in an aggregate principal amount outstanding pursuant to
          this clause (i) at any one time (with letters of credit being deemed
          to have a principal amount equal to the maximum potential liability of
          the Company and its Restricted Subsidiaries thereunder), including all
          Permitted Refinancing Indebtedness then outstanding incurred to
          refund, refinance or replace any other Indebtedness incurred pursuant
          to this clause (i), not to exceed $375.0 million less the aggregate
          amount of all Net Proceeds of Asset Sales applied since December 11,
          1998 to repay any such Indebtedness pursuant to Section 4.10;

                  (ii)   the incurrence by the Company and its Restricted
          Subsidiaries of the Existing Indebtedness;

                  (iii)  the incurrence by the Company and the Guarantors of
          $500.0 million in aggregate principal amount of the Notes and the
          Subsidiary Guarantees thereof in exchange for the Bridge Loans;

                  (iv)   the incurrence by the Company or any of its Restricted
          Subsidiaries of Indebtedness represented by Capital Lease Obligations,
          mortgage financings or purchase

                                       46

<PAGE>

          money obligations, in each case incurred for the purpose of financing
          all or any part of the purchase price or cost of construction or
          improvement of property, plant or equipment used in the business of
          the Company or such Restricted Subsidiary, in an aggregate principal
          amount, including all Permitted Refinancing Indebtedness then
          outstanding incurred to refund, refinance or replace any other
          Indebtedness incurred pursuant to this clause (iv), not to exceed
          $30.0 million at any time outstanding;

                  (v)    the incurrence by the Company or any of its Restricted
          Subsidiaries of Indebtedness in connection with the acquisition of
          assets or a new Restricted Subsidiary; provided that such Indebtedness
          was incurred by the prior owner of such assets or such Restricted
          Subsidiary prior to such acquisition by the Company or one of its
          Restricted Subsidiaries and was not incurred in connection with, or in
          contemplation of, such acquisition by the Company or one of its
          Restricted Subsidiaries; and provided further that the principal
          amount (or accreted value, as applicable) of such Indebtedness,
          together with any other outstanding Indebtedness incurred pursuant to
          this clause (v), does not exceed $10.0 million;

                  (vi)   the incurrence by the Company or any of its Restricted
          Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or
          the net proceeds of which are used to refund, refinance or replace,
          Indebtedness that was permitted by this Indenture to be incurred
          (other than intercompany Indebtedness or Indebtedness incurred
          pursuant to clause (i) above);

                  (vii)  Indebtedness incurred by the Company or any of its
          Restricted Subsidiaries constituting reimbursement obligations with
          respect to letters of credit issued in the ordinary course of business
          in respect of workers' compensation claims or self-insurance, or other
          Indebtedness with respect to reimbursement type obligations regarding
          workers' compensation claims; provided, however, that upon the drawing
          of such letters of credit or the incurrence of such Indebtedness, such
          obligations are reimbursed within 30 days following such drawing or
          incurrence;

                  (viii) Indebtedness arising from agreements of the Company or
          a Restricted Subsidiary providing for indemnification, adjustment of
          purchase price or similar obligations, in each case, incurred or
          assumed in connection with the disposition of any business, assets or
          a Subsidiary, other than guarantees of Indebtedness incurred by any
          Person acquiring all or any portion of such business, assets or a
          Subsidiary for the purpose of financing such acquisition; provided,
          however, that (A) such Indebtedness is not reflected on the balance
          sheet of the Company or any Restricted Subsidiary (contingent
          obligations referred to in a footnote to financial statements and not
          otherwise reflected on the balance sheet shall not be deemed to be
          reflected on such balance sheet for purposes of this clause (A)) and
          (B) the maximum assumable liability in respect of all such
          Indebtedness shall at no time exceed the gross proceeds including
          noncash proceeds (the fair market value of such noncash proceeds being
          measured at the time received and without giving effect to any
          subsequent changes in value) actually received by the Company and its
          Restricted Subsidiaries in connection with such disposition;

                                       47

<PAGE>

                  (ix)   the incurrence by the Company or any of its Restricted
          Subsidiaries of intercompany Indebtedness between or among the Company
          and any of its Restricted Subsidiaries; provided, however, that (A) if
          the Company is the obligor on such Indebtedness, such Indebtedness is
          expressly subordinated to the prior payment in full in cash of all
          Obligations with respect to the Notes and (B)(1) any subsequent
          issuance or transfer of Equity Interests that results in any such
          Indebtedness being held by a Person other than the Company or one of
          its Restricted Subsidiaries and (2) any sale or other transfer of any
          such Indebtedness to a Person that is not either the Company or one of
          its Restricted Subsidiaries shall be deemed, in each case, to
          constitute an incurrence of such Indebtedness by the Company or such
          Restricted Subsidiary, as the case may be;

                  (x)    the incurrence by the Company or any of the Guarantors
          of Hedging Obligations that are incurred for the purpose of (A)
          fixing, hedging or capping interest rate risk with respect to any
          floating rate Indebtedness that is permitted by the terms of this
          Indenture to be outstanding or (B) protecting the Company and its
          Restricted Subsidiaries against changes in currency exchange rates;

                  (xi)   the guarantee by the Company or any of the Guarantors
          of Indebtedness of the Company or a Restricted Subsidiary of the
          Company that was permitted to be incurred by another provision of this
          Section 4.09;

                  (xii)  the incurrence by the Company's Unrestricted
          Subsidiaries of Non-Recourse Debt, provided, however, that if any such
          Indebtedness ceases to be Non-Recourse Debt of an Unrestricted
          Subsidiary, such event shall be deemed to constitute an incurrence of
          Indebtedness by a Restricted Subsidiary of the Company that was not
          permitted by this clause (xii), and the issuance of preferred stock by
          Unrestricted Subsidiaries;

                  (xiii) obligations in respect of performance and surety bonds
          and completion guarantees provided by the Company or any Restricted
          Subsidiaries in the ordinary course of business; and

                  (xiv)  the incurrence by the Company or any of its Restricted
          Subsidiaries of additional Indebtedness in an aggregate principal
          amount (or accreted value, as applicable) at any time outstanding,
          including all Permitted Refinancing Indebtedness then outstanding
          incurred to refund, refinance or replace any other Indebtedness
          incurred pursuant to this clause (xiv), not to exceed $50.0 million.

                  For purposes of determining compliance with this Section 4.09,
in the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Debt described in clauses (i) through (xiv) above or
is entitled to be incurred pursuant to the first paragraph of this Section 4.09,
the Company shall, in its sole discretion, classify, or later reclassify, such
item of Indebtedness in any manner that complies with this covenant. Accrual of
interest, the accretion of accreted value and the payment of interest in the
form of additional Indebtedness shall not be deemed to be an incurrence of
Indebtedness for purposes of this Section 4.09.

                                       48

<PAGE>

Section 4.10      Asset Sales.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or
the Restricted Subsidiary, as the case may be) receives consideration at the
time of such Asset Sale at least equal to the fair market value (evidenced by an
Officers' Certificate delivered to the Trustee which will include a resolution
of the Board of Directors with respect to such fair market value in the event
such Asset Sale involves aggregate consideration in excess of $5.0 million) of
the assets or Equity Interests issued or sold or otherwise disposed of and (ii)
at least 80% of the consideration therefor received by the Company or such
Restricted Subsidiary, as the case may be, consists of cash, Cash Equivalents
and/or Marketable Securities; provided, however, that (A) the amount of any
Senior Debt of the Company or such Restricted Subsidiary that is assumed by the
transferee in any such transaction and (B) any consideration received by the
Company or such Restricted Subsidiary, as the case may be, that consists of (1)
all or substantially all of the assets of one or more Similar Businesses, (2)
other long-term assets that are used or useful in one or more Similar Businesses
and (3) Permitted Securities shall be deemed to be cash for purposes of this
provision.

                  Within 365 days after the receipt of any Net Proceeds from an
Asset Sale, the Company may apply such Net Proceeds, at its option, (i) to repay
Indebtedness under a Credit Facility, or (ii) to the acquisition of Permitted
Securities, all or substantially all of the assets of one or more Similar
Businesses, or the making of a capital expenditure or the acquisition of other
long-term assets in a Similar Business. Pending the final application of any
such Net Proceeds, the Company may temporarily reduce Indebtedness under a
Credit Facility or otherwise invest such Net Proceeds in any manner that is not
prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not
applied or invested as provided in the first sentence of this paragraph shall be
deemed to constitute "Excess Proceeds". When the aggregate amount of Excess
Proceeds exceeds $10.0 million, the Company shall make an offer to all holders
of 1997 Notes (an "Asset Sale Offer") to purchase the maximum principal amount
of 1997 Notes that may be purchased out of the Excess Proceeds, at an offer
price in cash in an amount equal to 100% of the principal amount thereof plus
accrued and unpaid interest to the date of purchase, in accordance with the
procedures set forth in the 1997 Indenture. To the extent that the aggregate
amount of 1997 Notes tendered pursuant to an Asset Sale Offer is less than the
remaining Excess Proceeds ("Remaining Excess Proceeds") and the sum of (A) such
amount of Remaining Excess Proceeds and (B) the Remaining Excess Proceeds from
any subsequent Asset Sale Offers exceeds $3.0 million, the Company will be
required to make an offer to all Holders of Notes and any other Indebtedness
that ranks pari passu with the Notes (including, without limitation, the May
1998 Notes and the December 1998 Notes) that, by its terms, requires the Company
to offer to repurchase such Indebtedness with such Remaining Excess Proceeds (a
"Secondary Asset Sale Offer") to purchase the maximum principal amount of Notes
and pari passu Indebtedness that may be purchased out of such Remaining Excess
Proceeds, at an offer price in cash in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest thereon, if any, to the date of
purchase, in accordance with the procedures set forth in this Indenture. To the
extent that the aggregate amount of Notes or pari passu Indebtedness tendered
pursuant to a Secondary Asset Sale Offer is less than the Remaining Excess
Proceeds, the Company may use any Remaining Excess Proceeds for general
corporate purposes. If the aggregate principal amount of Notes or pari passu
Indebtedness surrendered by Holders thereof exceeds the amount of

                                       49

<PAGE>

Remaining Excess Proceeds in a Secondary Asset Sale Offer, the Company shall
repurchase such Indebtedness on a pro rata basis and the Trustee shall select
the Notes to be purchased on a pro rata basis. Upon completion of such offer to
purchase, the amount of Excess Proceeds shall be reset at zero.

Section 4.11      Transactions With Affiliates.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"),
unless (i) such Affiliate Transaction is on terms that are no less favorable to
the Company or the relevant Restricted Subsidiary than those that would have
been obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee
(A) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $5.0 million, a
resolution of the Board of Directors set forth in an Officers' Certificate
certifying that such Affiliate Transaction complies with clause (i) above and
that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors and (B) with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $15.0 million, an opinion as to the
fairness to the Holders of such Affiliate Transaction from a financial point of
view issued by an accounting, appraisal or investment banking firm of national
standing.

                  The foregoing provisions shall not prohibit: (i) any
employment agreement entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business; (ii) any transaction with a
Lehman Investor; (iii) any transaction between or among the Company and/or its
Restricted Subsidiaries; (iv) transactions between the Company or any of its
Restricted Subsidiaries, on the one hand, and Lockheed Martin or any of its
Subsidiaries or a Permitted Joint Venture, on the other hand, on terms that are
not materially less favorable to the Company or the applicable Restricted
Subsidiary of the Company than those that could have been obtained from an
unaffiliated third party; provided that (A) in the case of any such transaction
or series of related transactions pursuant to this clause (iv) involving
aggregate consideration in excess of $5.0 million but less than $25.0 million,
such transaction or series of transactions (or the agreement pursuant to which
the transactions were executed) was approved by the Company's Chief Executive
Officer or Chief Financial Officer and (B) in the case of any such transaction
or series of related transactions pursuant to this clause (iv) involving
aggregate consideration equal to or in excess of $25.0 million, such transaction
or series of related transactions (or the agreement pursuant to which the
transactions were executed) was approved by a majority of the disinterested
members of the Board of Directors; (v) any transaction pursuant to and in
accordance with the provisions of the Transaction Documents as the same are in
effect on the date of this Indenture; and (vi) any Restricted Payment that is
permitted by the provisions of Section 4.07.


                                       50
<PAGE>

Section 4.12      Liens.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
suffer to exist any Lien securing Indebtedness on any asset now owned or
hereafter acquired, or any income or profits therefrom or assign or convey any
right to receive income therefrom, except Permitted Liens.

Section 4.13      Future Subsidiary Guarantees.

                  If the Company or any of its Subsidiaries shall acquire or
create a Subsidiary (other than a Foreign Subsidiary or an Unrestricted
Subsidiary) after the date of the Indenture, then such Subsidiary shall execute
a Subsidiary Guarantee, in the form of the Supplemental Indenture attached
hereto as Exhibit E, and the Form of Notation on Senior Subordinated Note,
attached hereto as Exhibit F, and deliver an opinion of counsel as to the
validity of such Subsidiary Guarantee, in accordance with the terms of this
Indenture. The Subsidiary Guarantee of each Guarantor will be subordinated to
the prior payment in full of all Senior Debt of such Guarantor, which would
include the guarantees of amounts borrowed under the Senior Credit Facilities.
The obligations of each Guarantor under its Subsidiary Guarantee will be limited
so as not to constitute a fraudulent conveyance under applicable law.

                  No Guarantor may consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person) another Person (except
the Company or another Guarantor) unless (i) subject to the provisions of the
following paragraph, the Person formed by or surviving any such consolidation or
merger (if other than such Guarantor) or to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made assumes
all the obligations of such Guarantor pursuant to a supplemental indenture in
form and substance reasonably satisfactory to the Trustee, under the Notes and
this Indenture; (ii) immediately after giving effect to such transaction, no
Default or Event of Default exists; (iii) the Company (A) would be permitted by
virtue of the Company's pro forma Fixed Charge Coverage Ratio, immediately after
giving effect to such transaction, to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
Section 4.09 or (B) would have a pro forma Fixed Charge Coverage Ratio that is
greater than the actual Fixed Charge Coverage Ratio for the same four-quarter
period without giving pro forma effect to such transaction.

                  Notwithstanding the foregoing paragraph, (i) any Guarantor may
consolidate with, merge into or transfer all or part of its properties and
assets to the Company and (ii) any Guarantor may merge with an Affiliate that
has no significant assets or liabilities and was incorporated solely for the
purpose of reincorporating such Guarantor in another State of the United States
so long as the amount of Indebtedness of the Company and its Restricted
Subsidiaries is not increased thereby.

                  In the event of a sale or other disposition of all of the
assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale
or other disposition of all of the capital stock of any Guarantor, then such
Guarantor (in the event of a sale or other disposition, by way of such a merger,
consolidation or otherwise, of all of the capital stock of such Guarantor) or
the corporation acquiring the property (in the event of a sale or other
disposition of all of the assets

                                       51
<PAGE>

of such Guarantor) will be released and relieved of any obligations under its
Subsidiary Guarantee; provided that the Net Proceeds of such sale or other
disposition are applied in accordance with the applicable provisions of Section
4.10.

Section 4.14      Corporate Existence.

                  Subject to Article 5 hereof, the Company shall do or cause to
be done all things necessary to preserve and keep in full force and effect (i)
its corporate existence, and the corporate, partnership or other existence of
each of its Restricted Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the
Company or any such Restricted Subsidiary and (ii) the rights (charter and
statutory), licenses and franchises of the Company and its Restricted
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Restricted Subsidiaries, 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 its Restricted Subsidiaries, taken as
a whole, and that the loss thereof is not adverse in any material respect to the
Holders of the Notes.

Section 4.15      Offer To Repurchase Upon Change Of Control.

                  (a)    Upon the occurrence of a Change of Control, each Holder
of Notes shall have the right to require the Company to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes
pursuant to the offer described below (the "Change of Control Offer") at an
offer price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Additional Amounts thereon, if any, to the date
of purchase (the "Change of Control Payment"). Within ten days following any
Change of Control, the Company shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering
to repurchase Notes on the date specified in such notice, which date shall be no
earlier than 30 days and no later than 60 days from the date such notice is
mailed (the "Change of Control Payment Date"). Such notice, which shall govern
the terms of the Change of Control offer, shall state: (i) that the Change of
Control Offer is being made pursuant to this Section 4.15 and that all Notes
tendered will be accepted for payment; (ii) the purchase price and the purchase
date; (iii) that any Note not tendered will continue to accrue interest; (iv)
that, unless the Company defaults in the payment of the Change of Control
Payment, all Notes accepted for payment pursuant to the Change of Control Offer
shall cease to accrue interest after the Change of Control Payment Date; (v)
that Holders electing to have any Notes purchased pursuant to a Change of
Control Offer will be required to surrender the Notes, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes completed, to
the Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day preceding the Change of Control Payment Date;
(vi) that Holders will be entitled to withdraw their election if the Paying
Agent receives, not later than the close of business on the second Business Day
preceding the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Notes delivered for purchase, and a statement that such Holder is
withdrawing his election to have the Notes purchased; and (vii) that Holders
whose Notes are being purchased only in part will be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion must be equal to $1,000 in principal amount or an

                                       52
<PAGE>

integral multiple thereof. The Company shall comply with the requirements of
Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of Notes in connection with a Change of Control.

                  (b)    On the Change of Control Payment Date, the Company
shall, to the extent lawful, (i) accept for payment all Notes or portions
thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions thereof so tendered and (iii) deliver or cause
to be delivered to the Trustee the Notes so accepted together with an Officers'
Certificate stating the aggregate principal amount of Notes or portions thereof
being purchased by the Company. The Paying Agent shall promptly mail to each
Holder of Notes so tendered the Change of Control Payment for such Notes, and
the Trustee shall promptly authenticate and mail (or cause to be transferred by
book entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided that each such
new Note shall be in a principal amount of $1,000 or an integral multiple
thereof. Prior to mailing a Change of Control Offer, but in any event within 90
days following a Change of Control, the Company shall either repay all
outstanding Senior Debt or offer to repay all Senior Debt and terminate all
commitments thereunder of each lender who has accepted such offer or obtain the
requisite consents, if any, under all agreements governing outstanding Senior
Debt to permit the repurchase of Notes required by this Section 4.15. The
Company shall publicly announce the results of the Change of Control Offer on or
as soon as practicable after the Change of Control Payment Date.

Section 4.16      No Senior Subordinated Debt.

                  The Company shall not incur, create, issue, assume, guarantee
or otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Senior Debt and senior in any respect in right of
payment to the Notes. No Guarantor shall incur, create, issue, assume, guarantee
or otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Senior Debt of a Guarantor and senior in any respect in
right of payment to any of the Subsidiary Guarantees.

Section 4.17      Payments For Consent.

                  Neither the Company nor any of its Subsidiaries shall,
directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any Holder of any Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
or is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.18      No Redemption of Existing Senior Subordinated Indebtedness.

                  Notwithstanding anything contained in this Indenture to the
contrary, neither the Company nor any of its Subsidiaries will voluntarily
purchase, redeem, defease or otherwise retire for value any of its existing
senior subordinated Indebtedness (including, without

                                       53
<PAGE>

limitation, the 1997 Notes, the December 1998 Notes, the May 1998 Notes, the
5.25% Convertible Senior Subordinated Notes due 2009 issued by Holdings and the
4.00% Senior Subordinated Convertible Contingent Debt Securities due 2011 issued
by Holdings), prior to such Indebtedness' stated maturity, until the Notes and
all related Obligations have been paid in full in cash; provided that the
Company and its Subsidiaries may purchase, redeem, defease or otherwise retire
for value with Equity Interests of Holdings, the Company or any of the
Guarantors, other than Disqualified Stock, any of the outstanding 5.25%
Convertible Senior Subordinated Notes due 2009 issued by Holdings or the 4.00%
Senior Subordinated Convertible Contingent Debt Securities due 2011 issued by
Holdings. In the event that the Company is required to purchase, redeem, defease
or otherwise retire for value any of its existing senior subordinated
Indebtedness (including, without limitation, the 1997 Notes, the December 1998
Notes, the May 1998 Notes, the 5.25% Convertible Senior Subordinated Notes due
2009 issued by Holdings and the 4.00% Senior Subordinated Convertible Contingent
Debt Securities due 2011 issued by Holdings), it will repay in full, in cash,
all Obligations with respect to the Notes at least two Business Days prior to
such purchase, redemption, defeasance or retirement

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01      Merger, Consolidation, Or Sale Of Assets.

                  The Company may not consolidate or merge with or into (whether
or not the Company is the surviving corporation), or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its properties
or assets in one or more related transactions, to another corporation, Person or
entity unless (i) the Company is the surviving corporation or the entity or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made is a corporation organized or existing
under the laws of the United States, any state thereof or the District of
Columbia; (ii) the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company) or the entity or Person to
which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made assumes all the obligations of the Company under the
Registration Rights Agreement, the Notes and this Indenture pursuant to a
supplemental indenture in a form reasonably satisfactory to the Trustee; (iii)
immediately after such transaction no Default or Event of Default exists; and
(iv) except in the case of a merger of the Company with or into a Wholly Owned
Restricted Subsidiary of the Company, the Company or the entity or Person formed
by or surviving any such consolidation or merger (if other than the Company), or
to which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made, after giving pro forma effect to such transaction as if
such transaction had occurred at the beginning of the most recently ended four
full fiscal quarters for which internal financial statements are available
immediately preceding such transaction either (A) would be permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in the first paragraph of Section 4.09 or (B) would have a
pro forma Fixed Charge Coverage Ratio that is greater than the actual Fixed
Charge Coverage Ratio for the same four-quarter period without giving pro forma
effect to such transaction.

                                       54
<PAGE>

                  Notwithstanding clause (iv) in the immediately foregoing
paragraph, (i) any Restricted Subsidiary may consolidate with, merge into or
transfer all or part of its properties and assets to the Company and (ii) the
Company may merge with an Affiliate that has no significant assets or
liabilities and was incorporated solely for the purpose of reincorporating the
Company in another State of the United States so long as the amount of
Indebtedness of the Company and its Restricted Subsidiaries is not increased
thereby.

Section 5.02      Successor Corporation Substituted.

                  Upon any consolidation or merger, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of the Company in accordance with Section 5.01 hereof, the successor
corporation formed by such consolidation or into or with which the Company is
merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Indenture referring to the "Company" shall
refer instead to the successor corporation and not to the Company), 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;
provided, however, that the predecessor Company shall not be relieved from the
obligation to pay the principal of and interest on the Notes except in the case
of a sale of all of the Company's assets that meets the requirements of Section
5.01 hereof.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01      Events of Default.

                  An "Event of Default" occurs if:

                  (a)    the Company defaults in the payment when due of
interest on, or Additional Amounts, if any, with respect to, the Notes and such
default continues for a period of 30 days (whether or not prohibited by the
subordination provisions of this Indenture);

                  (b)    the Company defaults in the payment when due of the
principal of or premium, if any, on the Notes (whether or not prohibited by the
subordination provisions of this Indenture);

                  (c)    the Company fails to comply with any of the provisions
of Section 4.10, 4.15, or 5.01 hereof;

                  (d)    the Company fails to observe or perform any other
covenant, representation, warranty or other agreement in this Indenture or the
Notes for 60 days after notice to the Company by the Trustee or the Holders of
at least 25% in aggregate principal amount of the Notes then outstanding;

                  (e)    a default occurs 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 of its
Restricted Subsidiaries (or the payment of which is

                                       55
<PAGE>

guaranteed by the Company or any of its Restricted Subsidiaries), whether such
Indebtedness or guarantee now exists, or is created after the date of this
Indenture, which default results in the acceleration of such Indebtedness prior
to its express maturity and, in each case, the principal amount of such
Indebtedness, together with the principal amount of any other such Indebtedness,
the maturity of which has been so accelerated, aggregates $10.0 million or more;

                  (f)    the Company or any of its Restricted Subsidiaries is
subject to a final judgments aggregating in excess of $10.0 million, which
judgments are not paid, discharged or stayed for a period of 60 days;

                  (g)    the Company or any of its Significant Subsidiaries or
any group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary pursuant to or within the meaning of Bankruptcy Law:

                  (i)    commences a voluntary case,

                  (ii)   consents to the entry of an order for relief against it
          in an involuntary case,

                  (iii)  consents to the appointment of a custodian of it or for
          all or substantially all of its property,

                  (iv)   makes a general assignment for the benefit of its
          creditors, or

                  (v)    generally is not paying its debts as they become due;

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

                  (i)    is for relief against the Company or any of its
          Significant Subsidiaries or any group of Subsidiaries that, taken as a
          whole, would constitute a Significant Subsidiary in an involuntary
          case;

                  (ii)   appoints a custodian of the Company or any of its
          Significant Subsidiaries or any group of Subsidiaries that, taken as a
          whole, would constitute a Significant Subsidiary or for all or
          substantially all of the property of the Company or any of its
          Significant Subsidiaries or any group of Subsidiaries that, taken as a
          whole, would constitute a Significant Subsidiary; or

                  (iii)  orders the liquidation of the Company or any of its
          Significant Subsidiaries or any group of Subsidiaries that, taken as a
          whole, would constitute a Significant Subsidiary;

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

                  (i)    except as permitted herein, any Subsidiary Guarantee
          shall be held in any judicial proceeding to be unenforceable or
          invalid.

                                       56
<PAGE>

                  The Holders of a majority in aggregate principal amount of the
Notes then outstanding by notice to the Trustee may on behalf of the Holders of
all of the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default
in the payment of interest on, or the principal of, the Notes.

Section 6.02      Acceleration.

                  If any Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable immediately; provided, however,
that so long as any Designated Senior Debt is outstanding, such declaration
shall not become effective until the earlier of (i) the day which is five
Business Days after receipt by the Representatives of Designated Senior Debt of
such notice of acceleration or (ii) the date of acceleration of any Designated
Senior Debt. Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy or insolvency, with respect to the
Company or any Significant Subsidiary or any group of Subsidiaries that, taken
as a whole, would constitute a Significant Subsidiary, all outstanding Notes
will become due and payable without further action or notice. Holders of the
Notes may not enforce this Indenture or the Notes except as provided in this
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest.

Section 6.03      Other Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Notes or to enforce the performance of any provision of
the Notes or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder of a Note in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.

Section 6.04      Waiver of Past Defaults.

                  Holders of not less than a majority in aggregate principal
amount of the then outstanding Notes by notice to the Trustee may on behalf of
the Holders of all of the Notes waive an existing Default or Event of Default
and its consequences hereunder, except a continuing Default or Event of Default
in the payment of the principal of, premium and Additional Amounts, if any, or
interest on, the Notes (including in connection with an offer to purchase)
(provided, however, that the Holders of a majority in aggregate principal amount
at maturity of the then outstanding Notes may rescind an acceleration and its
consequences, including any related payment default that resulted from such
acceleration). Upon any such waiver, such

                                       57
<PAGE>

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 6.05      Control By Majority.

                  Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.

Section 6.06      Limitation On Suits.

                  A Holder of a Note may pursue a remedy with respect to this
Indenture or the Notes only if:

                  (a)    the Holder of a Note gives to the Trustee written
notice of a continuing Event of Default;

                  (b)    the Holders of at least 25% in principal amount of the
then outstanding Notes make a written request to the Trustee to pursue the
remedy;

                  (c)    such Holder of a Note or Holders of Notes offer and, if
requested, provide to the Trustee indemnity satisfactory to the Trustee against
any loss, liability or expense;

                  (d)    the Trustee does not comply with the request within 60
days after receipt of the request and the offer and, if requested, the provision
of indemnity; and

                  (e)    during such 60-day period the Holders of a majority in
principal amount of the then outstanding Notes do not give the Trustee a
direction inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another
Holder of a Note or to obtain a preference or priority over another Holder of a
Note.

Section 6.07      Rights of Holders of Notes to Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Note to receive payment of principal, premium and
Additional Amounts, if any, and interest on the Note, on or after the respective
due dates expressed in the Note (including in connection with an offer to
purchase), or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
such Holder.

Section 6.08      Collection Suit by Trustee.

                  If an Event of Default specified in Section 6.01(a) or (b)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust

                                       58
<PAGE>

against the Company for the whole amount of principal of, premium and Additional
Amounts, if any, and interest remaining unpaid on the Notes and interest on
overdue principal and, to the extent lawful, interest and 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,
its agents and counsel.

Section 6.09      Trustee May File Proofs Of Claim.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Notes), its creditors or its property and
shall be entitled and empowered to collect, receive and distribute any money or
other property payable or deliverable on any such claims and any custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

Section 6.10      Priorities.

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

                  First:  to the Trustee, its agents and attorneys for amounts
due under Section 7.07 hereof, including payment of all compensation, expense
and liabilities incurred, and all advances made, by the Trustee and the costs
and expenses of collection;

                  Second: to Holders of Notes for amounts due and unpaid on the
Notes for principal, premium and Additional Amounts, if any, and interest,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Notes for principal, premium and Additional Amounts, if
any and interest, respectively; and

                  Third:  to the Company or to such party as a court of
competent jurisdiction shall direct.

                                       59
<PAGE>

                  The Trustee may fix a record date and payment date for any
payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11      Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more
than 10% in principal amount of the then outstanding Notes.

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01      Duties Of Trustee.

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

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

                  (i)    the duties of the Trustee shall be determined solely by
          the express provisions of this Indenture and the Trustee need perform
          only those duties that are specifically set forth in this Indenture
          and no others, and no implied covenants or obligations shall be read
          into this Indenture against the Trustee; and

                  (ii)   in the absence of bad faith or negligence on its part,
          the Trustee may conclusively rely, as to the truth of the statements
          and the correctness of the opinions expressed therein, upon
          certificates or opinions furnished to the Trustee and conforming to
          the requirements of this Indenture. However, the Trustee shall examine
          the certificates and opinions to determine whether or not they conform
          to the requirements of this Indenture (but need not confirm or
          investigate the accuracy of mathematical calculations or other facts
          stated therein).

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

                  (i)    this paragraph does not limit the effect of paragraph
          (b) of this Section;

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

                                       60
<PAGE>

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

                  (d)    Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), and (c) of this Section.

                  (e)    No provision of this Indenture shall require the
Trustee to expend or risk its own funds or incur any liability. The Trustee
shall be under no obligation to exercise any of its rights and powers under this
Indenture at the request of any Holders, unless such Holder shall have offered
to the Trustee security and indemnity satisfactory to it against any loss,
liability or expense.

                  (f)    The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Company. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

Section 7.02      Rights Of Trustee.

                  (a)    The Trustee may conclusively rely upon any document
believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in such
document.

                  (b)    Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel. 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 from liability
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon.

                  (c)    The Trustee may act through its attorneys and agents
and shall not be responsible for the misconduct or negligence of any agent
appointed with due care.

                  (d)    The Trustee shall not be liable for any action it takes
or omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture.

                  (e)    Unless otherwise specifically provided in this
Indenture, any demand, request, direction or notice from the Company shall be
sufficient if signed by an Officer of the Company.

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

                                       61
<PAGE>

                  (g)    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.

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

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

Section 7.03      Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04      Trustee's Disclaimers.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes, it
shall not be accountable for the Company's use of the proceeds from the Notes or
any money paid to the Company or upon the Company's direction under any
provision of this Indenture, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Indenture other than its certificate of
authentication.

Section 7.05      Notice of Defaults.

                  If a Default or Event of Default occurs and is continuing and
if it is known to the Trustee, the Trustee shall mail to Holders of Notes a
notice of the Default or Event of Default within 90 days after it occurs. Except
in the case of a Default or Event of Default in payment of principal of,
premium, if any, or interest on any Note, the Trustee may withhold the notice if
and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of the Holders of the Notes.

Section 7.06      Reports by Trustee to Holders of the Notes.

                  Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee shall mail to the

                                       62
<PAGE>

Holders of the Notes a brief report dated as of such reporting date that
complies with TIA ss. 313(a) (but if no event described in TIA ss. 313(a) has
occurred within the twelve months preceding the reporting date, no report need
be transmitted). The Trustee also shall comply with TIA ss. 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA ss. 313(c).

                  A copy of each report at the time of its mailing to the
Holders of Notes shall be mailed to the Company and filed with the SEC and each
stock exchange on which the Notes are listed in accordance with TIA ss. 313(d).
The Company shall promptly notify the Trustee when the Notes are listed on any
stock exchange.

Section 7.07      Compensation and Indemnity.

                  The Company shall pay to the Trustee from time to time such
compensation as the Company and the Trustee shall from time to time agree in
writing for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

                  The Company shall indemnify the Trustee or any predecessor
Trustee against any and all losses, liabilities or expenses incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company (including this Section 7.07) and defending itself
against any claim (whether asserted by the Company or any Holder or any other
person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or
expense may be attributable to its negligence or bad faith. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent, which consent shall
not be unreasonably withheld.

                  The obligations of the Company under this Section 7.07 shall
survive the satisfaction and discharge of this Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(g) or (h) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.

                  The Trustee shall comply with the provisions of TIA ss.
313(b)(2) to the extent applicable.

                                       63
<PAGE>

Section 7.08      Replacement of Trustee.

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

                  The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Company. The
Holders of Notes of a majority in principal amount of the then outstanding Notes
may remove the Trustee by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee if:

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

                  (b)    the Trustee is adjudged a bankrupt or an insolvent or
an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;

                  (c)    a Custodian or public officer takes charge of the
Trustee or its property; or

                  (d)    the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

                  If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of Notes of at least 10% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  If the Trustee, after written request by any Holder of a Note
who has been a Holder of a Note for at least six months, fails to comply with
Section 7.10, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Company's obligations under Section 7.07 hereof shall
continue for the benefit of the retiring Trustee.

                                       64
<PAGE>

Section 7.09      Successor Trustee by Merger, Etc.

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

Section 7.10      Eligibility; Disqualification.

                  There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at
least $50 million as set forth in its most recent published annual report of
condition.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 310(b).

Section 7.11      Preferential Collection of Claims Against Company.

                  The Trustee is subject to TIA ss. 311(a), excluding any
creditor relationship listed in TIA ss. 311(b). A Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated therein.

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01      Option to Effect Legal Defeasance or Covenant Defeasance.

                  The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02      Legal Defeasance and Discharge.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.02, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
on the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the

                                       65
<PAGE>

principal of, premium, if any, and interest on such Notes when such payments
are due, (b) the Company's obligations with respect to such Notes under Sections
2.06, 2.07, 2.10 and 4.02 hereof, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Company's obligations in connection
therewith and (d) this Article 8. Subject to compliance with this Article 8, the
Company may exercise its option under this Section 8.02 notwithstanding the
prior exercise of its option under Section 8.03 hereof.

Section 8.03      Covenant defeasance.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from its obligations under Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12,
4.13, 4.15 and 4.16 and Article 5 hereof with respect to the outstanding Notes
on and after the date the conditions set forth below are satisfied (hereinafter,
"Covenant Defeasance"), and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(d) through 6.01(f) hereof shall not
constitute Events of Default.

Section 8.04      Conditions to Legal or Covenant Defeasance.

                  The following shall be the conditions to the application of
either Section 8.02 or 8.03 hereof to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (a)    the Company must irrevocably deposit with the Trustee,
in trust, for the benefit of the Holders, cash in United States dollars,
non-callable Government Securities, or a combination thereof, in such amounts as
will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, premium and Additional
Amounts, if any, and interest on the outstanding Notes on the stated date for
payment thereof or on the applicable redemption date, as the case may be;

                  (b)    in the case of an election under Section 8.02 hereof,
the Company shall have delivered to the Trustee an Opinion of Counsel in the
United States reasonably acceptable to the Trustee confirming that (A) the
Company has received from, or there has been published

                                       66
<PAGE>

by, the Internal Revenue Service a ruling or (B) since the date of this
Indenture, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of the outstanding Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;

                  (c)    in the case of an election under Section 8.03 hereof,
the Company shall have delivered to the Trustee an Opinion of Counsel in the
United States reasonably acceptable to the Trustee confirming that the Holders
of the outstanding Notes will not recognize income, gain or loss for federal
income tax purposes as a result of such Covenant Defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred;

                  (d)    no Default or Event of Default shall have occurred and
be continuing on the date of such deposit (other than a Default or Event of
Default resulting from the incurrence of Indebtedness all or a portion of the
proceeds of which will be used to defease the Notes pursuant to this Article 8
concurrently with such incurrence) or insofar as Sections 6.01(g) or 6.01(h)
hereof is concerned, at any time in the period ending on the 91st day after the
date of deposit;

                  (e)    such Legal Defeasance or Covenant Defeasance shall not
result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company or any
of its Restricted Subsidiaries is a party or by which the Company or any of its
Restricted Subsidiaries is bound;

                  (f)    the Company shall have delivered to the Trustee an
opinion of counsel to the effect that on the 91st day following the deposit, the
trust funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally;

                  (g)    the Company shall have delivered to the Trustee an
Officers' Certificate stating that the deposit was not made by the Company with
the intent of preferring the Holders over any other creditors of the Company or
with the intent of defeating, hindering, delaying or defrauding any other
creditors of the Company; and

                  (h)    the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for or relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.

Section 8.05      Deposited Money and Government Securities to be held in Trust;
                  Other Miscellaneous Provisions.

                  Subject to Section 8.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may

                                       67
<PAGE>

determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

                  Anything in this Article 8 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or non-callable Government Securities held by
it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(a) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

Section 8.06      Repayment to Company.

                  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, premium,
if any, or interest on any Note 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 its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as a
secured 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 The New York Times and The Wall Street Journal (national
edition), 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
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

Section 8.07      Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or non-callable Government Securities in accordance with Section
8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under this
Indenture and The Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section
8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company
makes any payment of principal of, premium, if any, or interest on any Note
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.

                                       68
<PAGE>

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01      Without Consent of Holders of Notes.

                  Notwithstanding Section 9.02 of this Indenture, the Company
and the Trustee may amend or supplement this Indenture or the Notes without the
consent of any Holder of a Note:

                  (a)    to cure any ambiguity, defect or inconsistency;

                  (b)    to provide for uncertificated Notes in addition to or
in place of certificated Notes;

                  (c)    to provide for the assumption of the Company's
obligations to the Holders of the Notes in the case of a merger or consolidation
pursuant to Article 5 hereof;

                  (d)    to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights hereunder of any Holder of the Note; or

                  (e)    to comply with requirements of the SEC in order to
effect or maintain the qualification of this Indenture under the TIA.

                  Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon receipt by the Trustee of the documents
described in Section 7.02 hereof, the Trustee shall join with the Company in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

Section 9.02      With Consent of Holders of Notes.

                  Except as provided below in this Section 9.02, the Company and
the Trustee may amend or supplement this Indenture (including Section 3.09, 4.10
and 4.15 hereof) and the Notes may be amended or supplemented with the consent
of the Holders of at least a majority in principal amount of the Notes then
outstanding (including consents obtained in connection with a tender offer or
exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof,
any existing Default or Event of Default (other than a Default or Event of
Default in the payment of the principal of, premium, if any, or interest on the
Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture or the Notes may
be waived with the consent of the Holders of a majority in principal amount of
the then outstanding Notes (including consents obtained in connection with a
tender offer or exchange offer for the Notes).

                                       69
<PAGE>

                  Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee shall join with the Company in the execution of such amended
or supplemental Indenture unless such amended or supplemental Indenture affects
the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental Indenture.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Persons entitled to consent to any
indenture supplemental hereto. If a record date is fixed, the Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to consent to such supplemental indenture, whether or not such Holders
remain Holders after such record date; provided, that unless such consent shall
have become effective by virtue of the requisite percentage having been obtained
prior to the date which is 180 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
canceled and of no further effect.

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

                  After an amendment, supplement or waiver under this Section
becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes then
outstanding may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes. However, without the consent of
each Holder affected, an amendment or waiver may not (with respect to any Notes
held by a non-consenting Holder):

                  (a)    reduce the principal amount of Notes whose Holders must
consent to an amendment, supplement or waiver;

                  (b)    reduce the principal of or change the fixed maturity of
any Note or alter or waive any of the provisions with respect to the redemption
of the Notes except as provided above with respect to Sections 4.10 and 4.15
hereof;

                  (c)    reduce the rate of or change the time for payment of
interest, including default interest, on any Note;

                  (d)    waive a Default or Event of Default in the payment of
principal of or premium, if any, or interest on the Notes (except a rescission
of acceleration of the Notes by the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes and a waiver of the payment
default that resulted from such acceleration);

                                       70
<PAGE>

                  (e)    make any Note payable in money other than that stated
in the Notes;

                  (f)    make any change in the provisions of this Indenture
relating to waivers of past Defaults or the rights of Holders of Notes to
receive payments of principal of or interest on the Notes; or

                  (g)    waive a redemption payment with respect to any Note
(other than a payment required by Sections 3.09, 4.10 and 4.15 hereof).

                  (h)    make any change in Section 6.04 or 6.07 hereof or in
the foregoing amendment and waiver provisions.

Section 9.03      Compliance with Trust Indenture Act.

                  Every amendment or supplement to this Indenture or the Notes
shall be set forth in a amended or supplemental Indenture that complies with the
TIA as then in effect.

Section 9.04      Revocation and Effect of Consents.

                  Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
is not made on any Note. However, any such Holder of a Note or subsequent Holder
of a Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05      Notation on or Exchange of Notes.

                  The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated. The
Company in exchange for all Notes may issue and the Trustee shall authenticate
new Notes that reflect the amendment, supplement or waiver.

                  Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

Section 9.06      Trustee to Sign Amendments, Etc.

                  The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until the Board
of Directors approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01) shall be
fully protected in relying upon, an Officer's Certificate and an Opinion of
Counsel stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture.

                                       71
<PAGE>

                                  ARTICLE 10.
                                  SUBORDINATION

Section 10.01     Agreement to Subordinate.

                  The Company agrees, and each Holder by accepting a Note
agrees, that the Indebtedness evidenced by the Notes is subordinated in right of
payment, to the extent and in the manner provided in this Article 10, to the
prior payment in full in cash of all Senior Debt (whether outstanding on the
date hereof or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Debt.

Section 10.02     Liquidation; Dissolution; Bankruptcy.

                  Upon any distribution to creditors of the Company in a
liquidation or dissolution of the Company or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or its
property, an assignment for the benefit of creditors or any marshalling of the
Company's assets and liabilities, the holders of Senior Debt shall be entitled
to receive payment in full in cash of all Obligations due in respect of such
Senior Debt (including interest after the commencement of any such proceeding at
the rate specified in the applicable Senior Debt, whether or not an allowable
claim in any such proceeding) before the Holders of Notes will be entitled to
receive any payment with respect to the Notes, and until all Obligations with
respect to Senior Debt are paid in full in cash, any distribution to which the
Holders of Notes would be entitled shall be made to the holders of Senior Debt
(except, in each case, that Holders of Notes may receive Permitted Junior
Securities and payments made from the trust described under Article 8).

Section 10.03     Default on Designated Senior Debt.

                  The Company may not make any payment or distribution to the
Trustee or any Holder in respect of Obligations with respect to the Notes and
may not acquire from the Trustee or any Holder any Notes for cash or property
(other than (i) securities that are subordinated to at least the same extent as
the Notes to (a) Senior Debt and (b) any securities issued in exchange for
Senior Debt and (ii) payments and other distributions made from any defeasance
trust created pursuant to Section 8.01 hereof) until all principal and other
Obligations with respect to the Senior Debt have been paid in full if:

                  (i)    a default in the payment of any principal or other
          Obligations with respect to Designated Senior Debt occurs and is
          continuing; or

                  (ii)   a default, other than a payment default, on Designated
          Senior Debt occurs and is continuing that then permits holders of the
          Designated Senior Debt to accelerate its maturity and the Trustee
          receives a notice of the default (a "Payment Blockage Notice") from
          the Company or a Representative with respect to such Designated Senior
          Debt. If the Trustee receives any such Payment Blockage Notice, no
          subsequent Payment Blockage Notice shall be effective for purposes of
          this Section unless and until (i) at least 360 days shall have elapsed
          since the effectiveness of the immediately prior Payment Blockage
          Notice and (ii) all scheduled payments of principal, premium, if any,
          and interest on the Notes that have come due have been paid in full in
          cash. No nonpayment

                                       72
<PAGE>

          default that existed or was continuing on the date of delivery of any
          Payment Blockage Notice to the Trustee shall be, or be made, the basis
          for a subsequent Payment Blockage Notice unless such default shall
          have been waived or cured for a period of not less than 90 days.

                  The Company may and shall resume payments on and distributions
in respect of the Notes and may acquire them upon the earlier of:

                                (1)    the date upon which the default is cured
                  or waived, or

                                (2)    in the case of a default referred to in
                  Section 10.03(ii) hereof, 179 days pass after notice is
                  received if the maturity of such Designated Senior Debt has
                  not been accelerated,

if this Article otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

Section 10.04     Acceleration of Securities.

                  If payment of the Securities is accelerated because of an
Event of Default, the Company shall promptly notify holders of Senior Debt of
the acceleration.

Section 10.05     When Distribution Must Be Paid Over.

                  In the event that the Trustee or any Holder receives any
payment of any Obligations with respect to the Notes at a time when the Trustee
or such Holder, as applicable, has actual knowledge that such payment is
prohibited by Article 10 hereof, such payment shall be held by the Trustee or
such Holder, in trust for the benefit of, and shall be paid forthwith over and
delivered, upon written request, to, the holders of Senior Debt as their
interests may appear or their Representative under the indenture or other
agreement (if any) pursuant to which Senior Debt may have been issued, as their
respective interests may appear, for application to the payment of all
Obligations with respect to Senior Debt remaining unpaid to the extent necessary
to pay such Obligations in full in accordance with their terms, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt.

                  With respect to the holders of Senior Debt, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article 10, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt, and shall not be liable to any
such holders if the Trustee shall pay over or distribute to or on behalf of
Holders or the Company or any other Person money or assets to which any holders
of Senior Debt shall be entitled by virtue of this Article 10, except if such
payment is made as a result of the willful misconduct or negligence of the
Trustee.

Section 10.06     Notice by Company

                  The Company shall promptly notify the Trustee and the Paying
Agent of any facts known to the Company that would cause a payment of any
Obligations with respect to the Notes

                                       73
<PAGE>

to violate this Article 10, but failure to give such notice shall not affect the
subordination of the Notes to the Senior Debt as provided in this Article 10.

                  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 Debt
(or a trustee or agent on behalf of such holder) to establish that such notice
has been given by a holder of Senior Debt (or a trustee or agent on behalf of
any such holder). In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any person as holder
of Senior Debt to participate in any payment or distribution pursuant to this
Article 10, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt held by
such person, the extent to which such person is entitled to participate in such
evidence is not furnish, the Trustee may defer any payment which it may be
required to make for the benefit of such person pursuant to the terms of this
Indenture pending judicial determination as to the rights of such person to
receive such payment.

Section 10.07     Subrogation.

                  After all Senior Debt is paid in full in cash and until the
Notes are paid in full, Holders of Notes shall be subrogated (equally and
ratably with all other Indebtedness pari passu with the Notes) to the rights of
holders of Senior Debt to receive distributions applicable to Senior Debt to the
extent that distributions otherwise payable to the Holders of Notes have been
applied to the payment of Senior Debt. A distribution made under this Article 10
to holders of Senior Debt that otherwise would have been made to Holders of
Notes is not, as between the Company and Holders, a payment by the Company on
the Notes.

Section 10.08     Relative Rights.

                  This Article 10 defines the relative rights of Holders of
Notes and holders of Senior Debt. Nothing in this Indenture shall:

                                (1)    impair, as between the Company and
                  Holders of Notes, the obligation of the Company, which is
                  absolute and unconditional, to pay principal of and interest
                  on the Notes in accordance with their terms;

                                (2)    affect the relative rights of Holders of
                  Notes and creditors of the Company other than their rights in
                  relation to holders of Senior Debt; or

                                (3)    prevent the Trustee or any Holder of
                  Notes from exercising its available remedies upon a Default or
                  Event of Default, subject to the rights of holders and owners
                  of Senior Debt to receive distributions and payments otherwise
                  payable to Holders of Notes.

                  If the Company fails because of this Article 10 to pay
principal of or interest on a Note on the due date, the failure is still a
Default or Event of Default.

                                       74
<PAGE>

Section 10.09     Subordination May Not Be Impaired by Company.

                  No right of any holder of Senior Debt to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or any Holder or by the failure of the
Company or any Holder to comply with this Indenture.

Section 10.10     Distribution or Notice to Representative.

                  Whenever a distribution is to be made or a notice given to
holders of Senior Debt, the distribution may be made and the notice given to
their Representative.

                  Upon any payment or distribution of assets of the Company
referred to in this Article 10, the Trustee and the Holders of Notes shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such Representative or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders of Notes for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of the Senior Debt 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 10.

Section 10.11     Rights of Trustee and Paying Agent.

                  Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least three Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

                  The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.

Section 10.12     Authorization to Effect Subordination.

                  Each Holder of Notes, by the Holder's acceptance thereof,
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination as provided
in this Article 10, and appoints the Trustee to act as such Holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 6.09 hereof at least 30 days before the expiration of the
time to file such claim, the credit agents are hereby authorized to file an
appropriate claim for and on behalf of the Holders of the Notes.

                                       75
<PAGE>

Section 10.13     Amendments.

                  The provisions of this Article 10 shall not be amended or
modified without the written consent of the holders of at least 75% in aggregate
principal amount of the Notes then outstanding if such amendment would adversely
affect the rights of Holders of Notes.

                                  ARTICLE 11.
                                  MISCELLANEOUS

Section 11.01     Trust Indenture Act Controls.

                  If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by TIA ss.318(c), the imposed duties shall
control.

Section 11.02     Notices.

                  Any notice or communication by the Company or the Trustee to
the others is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt requested), telecopier
or overnight air courier guaranteeing next day delivery, to the others' address:

                  If to the Company or any Guarantor:

                  L-3 Communications Corporation
                  600 Third Avenue, 34th Floor,
                  New York, New York  10016
                  Attention:  Vice President-Finance (Fax: 212-805-5470)

                  With a copy to:

                  Simpson Thacher & Bartlett
                  425 Lexington Avenue
                  New York, New York  10017
                  Attention:  Vincent Pagano Jr. (Fax: 212-455-2502)

                  If to the Trustee:

                  The Bank of New York
                  101 Barclay Street, Floor 21 West
                  New York, New York  10286
                  Attention:  Corporate Trust Administration (Fax: 212-896-7299)

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

                  All notices and communications (other than those sent to
Holders) 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,
postage prepaid, if mailed; when receipt

                                       76
<PAGE>

acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

                  Any notice or communication to a Holder shall be mailed by
first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on the
register kept by the Registrar. Any notice or communication shall also be so
mailed to any Person described in TIA ss. 313(c), to the extent required by the
TIA. Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders.

                  If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

                  If the Company mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.

Section 11.03    Communications By Holders of Notes with Other Holders of Notes.

                  Holders may communicate pursuant to TIA ss. 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA ss. 312(c).

Section 11.04     Certificate and Opinion as to Conditions Precedent.

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

                  (a)    an Officers' Certificate in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 11.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

                  (b)    an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 11.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

Section 11.05     Statements required in Certificate or Opinion.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA
ss. 314(e) and shall include:

                  (a)    a statement that the Person making such certificate or
opinion has read such covenant or condition;

                  (b)    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;

                                       77
<PAGE>

                  (c)    a statement that, in the opinion of such Person, he or
she has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been satisfied; and

                  (d)    a statement as to whether or not, in the opinion of
such Person, such condition or covenant has been satisfied.

Section 11.06     Rule by Trustee and Agents.

                  The Trustee may make reasonable rules for action by or at a
meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.

Section 11.07     No Personal Liability of Directors, Officers, Employees and
                  Stockholders.

                  No director, officer, employee, incorporator or stockholder of
the Company or any Guarantor, as such, shall have any liability for any
obligations of the Company or any Guarantor under the Notes or the Subsidiary
Guarantees and this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes. Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of the
Commission that such a waiver is against public policy.

Section 11.08     Governing Law.

                  THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

Section 11.09     No Adverse Interpretation of other Agreements.

                  This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Company or its Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

Section 11.10     Successors.

                  All agreements of the Company in this Indenture and the Notes
shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors.

Section 11.11     Severability.

                  In case any provision in this Indenture or in the Notes 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.

                                       78
<PAGE>

Section 11.12     Counterpart Originals.

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

Section 11.13     Table of Contents, Headings, Etc.

                  The Table of Contents, Cross-Reference Table and Headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part of this Indenture and shall
in no way modify or restrict any of the terms or provisions hereof.

Section 11.14     Holders of Notes Prior to their Issuance.

                  The holders of the Bridge Notes will be deemed to be the
Holders of Notes equal in principal amount to such holder's Bridge Notes until
the Notes are issued and released from escrow pursuant to the terms of the
Escrow Agreement.

                         [Signatures on following pages]

                                       79
<PAGE>
                                   SIGNATURES

Dated as of March 8, 2002

                                           L-3 COMMUNICATIONS CORPORATION


                                           By:__________________________________
                                              Name:
                                              Title:

GUARANTORS:

HYGIENETICS ENVIROMENTAL SERVICES, INC.
L-3 COMMUNICATIONS ILEX SYSTEMS, INC.
SOUTHERN CALIFORNIA MICROWAVE, INC.
L-3 COMMUNICATIONS SPD TECHNOLOGIES, INC.
L-3 COMMUNICATIONS ESSCO, INC.
L-3 COMMUNICATIONS STORM CONTROL SYSTEMS, INC.
L-3 COMMUNICATIONS DBS MICROWAVE, INC.
SPD ELECTRICAL SYSTEMS, INC.
SPD SWITCHGEAR , INC.
PAC ORD, INC
HENSCHEL, INC.
SPD HOLDINGS, INC.
POWER PARAGON, INC.
L-3 COMMUNICATIONS AYDIN CORPORATION
MPRI, INC.
ELECTRODYNAMICS, INC.
INTERSTATE ELECTRONICS CORPORATION
MICRODYNE CORPORATION
L-3 COMMUNICATIONS ANALYTICS CORPORATION
L-3 COMMUNICATIONS AIS GP CORPORATION
L-3 COMMUNICATIONS INVESTMENTS INC.
COLEMAN RESEARCH CORPORATION
KDI PRECISION PRODUCTS, INC.
EER SYSTEMS, INC.
         as Guarantors


By: ______________________________________
         Name: Christopher C. Cambria
         Title:   Vice President


                                      S-1
<PAGE>

L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P.
         as Guarantor


By:      L-3 COMMUNICATIONS AIS GP CORPORATION,
         as General Partner

         By:  _________________________________
                Name:
                Title:   Authorized Person






                                      S-2
<PAGE>

THE BANK OF NEW YORK,
     as Trustee



By:  ______________________________________
      Name:
      Title:







                                      S-3
<PAGE>

                                    EXHIBIT A
                                 (Face of Note)
================================================================================

                                                          CUSIP/CINS  __________

                       Senior Subordinated Notes due 2009

         No. ___                                                      $_________

                         L-3 COMMUNICATIONS CORPORATION

         promises to pay to __________________________________________

         or registered assigns,

         the principal sum of ________________________________________

         Dollars on May 15, 2009.

         Interest Payment Dates:  May 15 and November 15.

         Record Dates:  May 1 and November 1.
                                             Dated:  March 8, 2002

                                             L-3 Communications Corporation


                                             By:________________________________
                                                  Name:
                                                  Title:


                                             By:________________________________
                                                  Name:
                                                  Title:

This is one of the [Global]
Notes referred to in the                                    (SEAL)
within-mentioned Indenture:

Dated:  March 8, 2003

THE BANK OF NEW YORK,
as Trustee

By:________________________________
   Name:
   Title:
================================================================================

                                      A-1
<PAGE>

                                 (Back of Note)

                       Senior Subordinated Notes due 2009

[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.](1)

[THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISION OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY
MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (a) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (d)
IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN
(A) ABOVE.](2)


----------
(1)  This paragraph should be included only if the Note is issued in global
     form.

(2)  This paragraph should be included only if applicable pursuant to the terms
     of the Indenture.

                                      A-2
<PAGE>

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.




                                      A-3
<PAGE>

         1.    INTEREST. L-3 Communications Corporation, a Delaware corporation
(the "Company"), promises to pay interest on the principal amount of this Note
at ___% per annum from March 8, 2003 until maturity and shall pay the Additional
Amounts payable pursuant to Section 3 of the Registration Rights Agreement
referred to below. The Company will pay interest and Additional Amounts, if any,
semi-annually on May 15 and November 15 of each year, or if any such day is not
a Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"), with the same force and effect as if made on the date for such payment.
Interest on the Notes will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from _______ p.m. March 8, 2003;
provided that if there is no existing Default in the payment of interest, and if
this Note is authenticated between a record date referred to on the face hereof
and the next succeeding Interest Payment Date, interest shall accrue from such
next succeeding Interest Payment Date; provided, further, that the first
Interest Payment Date shall be November 15, 2003. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate
that is 2% per annum in excess of the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Additional Amounts (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

         2.    METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Additional Amounts to the Persons who are
registered Holders of Notes at the close of business on the May 1 or November 1
next (whether or not a Business Day) preceding the Interest Payment Date, even
if such Notes are canceled after such record date and on or before such Interest
Payment Date, except as provided in Section 2.12 of the Indenture with respect
to defaulted interest. The Notes will be payable as to principal, premium and
Additional Amounts, if any, and interest at the office or agency of the Company
maintained for such purpose within The City and State of New York, or, at the
option of the Company, payment of interest and Additional Amounts may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders; provided that payment by wire transfer of immediately available funds
will be required with respect to principal of and interest, premium and
Additional Amounts on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Company or the Paying
Agent if such Holders shall be registered Holders of at least $250,000 in
principal amount of the Notes. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

         3.    PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to any Holder. The
Company or any of its Subsidiaries may act in any such capacity.

         4.    INDENTURE. The Company issued the Notes under an Indenture dated
as of March 8, 2002 ("Indenture") among the Company, the Guarantors named
therein and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes
are subject to all such terms, and Holders are referred to the Indenture and

                                      A-4
<PAGE>

such Act for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes issuable under the
Indenture are obligations of the Company limited to $500.0 million in aggregate
principal amount, plus amounts, if any, issued to pay Additional Amounts on
outstanding Notes as set forth in Paragraph 2 hereof.

         5.    OPTIONAL REDEMPTION.

               (a)  The Notes shall not be redeemable at the Company's option
                    prior to maturity.

         6.    MANDATORY REDEMPTION.

               Except as set forth in paragraph 7 below, the Company shall
not be required to make mandatory redemption payments with respect to the Notes.

         7.    REPURCHASE AT OPTION OF HOLDER.

               (a) If there is a Change of Control, the Company shall be
required to make an offer (a "Change of Control Offer") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a purchase price equal to 101% of aggregate principal amount thereof plus
accrued and unpaid interest, if any, to the date of purchase (in either case,
the "Change of Control Payment"). Within 10 days following any Change of
Control, the Company shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

               (b) If the Company or a Subsidiary consummates any Asset Sales,
within five Business Days of each date on which the aggregate amount of Excess
Proceeds exceeds $10.0 million, the Company shall commence an offer to all
holders of 1997 Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the
Indenture to purchase the maximum principal amount of 1997 Notes that may be
purchased out of the Excess Proceeds, at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest
to the date of purchase, in accordance with the procedures set forth in the 1997
Indenture. To the extent that the aggregate amount of 1997 Notes tendered
pursuant to an Asset Sale Offer is less than the remaining Excess Proceeds
("Remaining Excess Proceeds") and the sum of (A) such amount of Remaining Excess
Proceeds and (B) the Remaining Excess Proceeds from any subsequent Asset Sale
Offers exceeds $3.0 million, the Company will be required to make an offer to
all Holders of Notes and any other Indebtedness that ranks pari passu with the
Notes (including the May 1998 Notes and the December 1998 Notes) that, by its
terms, requires the Company to offer to repurchase such Indebtedness with such
Remaining Excess Proceeds (a "Secondary Asset Sale Offer") to purchase the
maximum principal amount of Notes and pari passu Indebtedness that may be
purchased out of such Remaining Excess Proceeds, at an offer price in cash in an
amount equal to 100% of the principal amount thereof plus accrued and unpaid
interest thereon, if any, to the date of purchase, in accordance with the
procedures set forth in the Indenture. To the extent that the aggregate amount
of Notes or pari passu Indebtedness tendered pursuant to a Secondary Asset Sale
Offer is less than the Remaining Excess Proceeds, the Company may use any
Remaining Excess Proceeds for general corporate purposes. If the aggregate
principal amount of Notes or pari passu Indebtedness surrendered by Holders
thereof exceeds the amount of

                                      A-5
<PAGE>

Remaining Excess Proceeds in a Secondary Asset Sale Offer, the Company shall
repurchase such Indebtedness on a pro rata basis and the Trustee shall select
the Notes to be purchased on a pro rata basis. Holders of Notes that are the
subject of an offer to purchase will receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.

         8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

         9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.

         10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

         11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without the consent
of any Holder of a Note, the Indenture or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of the Notes
in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, or to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.

         12. DEFAULTS AND REMEDIES. An "Event of Default" occurs if: (i) default
for 30 days in the payment when due of interest on, or Additional Amounts with
respect to, the Notes (whether or not prohibited by the subordination provisions
of the Indenture); (ii) default in payment when due of the principal of or
premium, if any, on the Notes (whether or not prohibited by the subordination
provisions of the Indenture); (iii) failure by the Company to


                                      A-6
<PAGE>

comply with the covenants contained in sections 4.10, 4.15 or 5.10 of the
Indenture; (iv) failure by the Company for 60 days after notice to comply with
any of its other agreements in the Indenture or the Notes; (v) default 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 of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries) whether such
Indebtedness or guarantee now exists, or is created after the date of the
Indenture, which default results in the acceleration of such Indebtedness prior
to its express maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
the maturity of which has been so accelerated, aggregates $10.0 million or more;
(vi) failure by the Company or any of its Restricted Subsidiaries to pay final
judgments aggregating in excess of $10.0 million, which judgments are not paid,
discharged or stayed for a period of 60 days; (vii) certain events of bankruptcy
or insolvency with respect to the Company or any of its Significant Subsidiaries
or any group of Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary; and (viii) except as permitted by the Indenture, any
Subsidiary Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid.

         If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately; provided, however, that
so long as any Designated Senior Debt is outstanding, such declaration shall not
become effective until the earlier of (i) the day which is five Business Days
after receipt by the Representatives of Designated Senior Debt of such notice of
acceleration or (ii) the date of acceleration of any Designated Senior Debt.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, with respect to the Company or any
Significant Subsidiary or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, all outstanding Notes will become due
and payable without further action or notice. Holders of the Notes may not
enforce the Indenture or the Notes except as provided in the Indenture. Subject
to certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal or interest) if it determines that withholding notice
is in their interest.

         The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes.

         13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         14. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company or any Guarantor, as such, shall not
have any liability for any obligations of the Company or any Guarantor under the
Notes, or the Indenture or the Subsidiary


                                      A-7
<PAGE>

Guarantees or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

         15. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

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

         17. ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED SECURITIES. In
addition to the rights provided to Holders of Notes under the Indenture, Holders
of Transferred Restricted Securities shall have all the rights set forth in the
Registration Rights Agreement dated as of March 8, 2002, between the Company and
the parties named on the signature pages thereof (the "Registration Rights
Agreement").

         18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

         19. GOVERNING LAW. This Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                  L-3 Communications Corporation
                  600 Third Avenue, 34th Floor,
                  New York, New York  10016
                  Attention: Vice President-Finance (Fax: 212-805-5470)








                                      A-8
<PAGE>



                                 ASSIGNMENT FORM


         To assign this Note, fill in the form below: (I) or (we) assign and
transfer this Note to


--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

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

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



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

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

                                    Your Signature:
                                                   -----------------------------
                                    (Sign exactly as your name appears on the
                                    face of this Note)

Signature Guarantee.









                                      A-9
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

         [ ] Section 4.10                [ ] Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased: $______________


Date:                                  Your Signature:
       -----------------------------                  --------------------------
                                       (Sign exactly as your name appears on the
                                       Note)


                                       Tax Identification No.:
                                                              ------------------

Signature Guarantee.








                                      A-10
<PAGE>




            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(3)

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:


<TABLE>
<CAPTION>
                                                                          Principal Amount of
                                                                           this Global Note         Signature of
                           Amount of decrease    Amount of increase in      following such       authorized officer
                           in Principal Amount    Principal Amount of          decrease          of Trustee or Note
    Date of Exchange       of this Global Note      this Global Note         (or increase)            Custodian
    ----------------       -------------------      ----------------         -------------            ---------
    <S>                    <C>                    <C>                     <C>                     <C>









</TABLE>





----------

(3) This should be included only if the Note is issued in global form.





                                      A-11
<PAGE>


                                    EXHIBIT B
                         FORM OF CERTIFICATE OF TRANSFER

L-3 Communications Corporation
600 Third Avenue, 34th Floor,
New York, New York  10016

[Registrar address block]

         Re:  Senior Subordinated Notes due 2009.
              ----------------------------------

         Reference is hereby made to the Indenture, dated as of March 8, 2002
(the "Indenture"), among L-3 Communications Corporation, as issuer (the
"Company"), the Guarantors named therein and The Bank of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

         ________________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________ (the "Transferee"), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:


                             [CHECK ALL THAT APPLY]

1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF BOOK-ENTRY INTERESTS IN THE
144A GLOBAL NOTE OR DEFINITIVE NOTES PURSUANT TO RULE 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the Book-Entry
Interests or Definitive Notes are being transferred to a Person that the
Transferor reasonably believes is purchasing the Book-Entry Interests or
Definitive Notes for its own account, or for one or more accounts with respect
to which such Person exercises sole investment discretion, and such Person and
each such account is a "qualified institutional buyer" within the meaning of
Rule 144A in a transaction meeting the requirements of Rule 144A and such
Transfer is in compliance with any applicable blue sky securities laws of any
state of the United States. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred Book-Entry Interest
or Definitive Note will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the 144A Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF BOOK-ENTRY INTERESTS IN THE
TEMPORARY REGULATION S GLOBAL NOTE, THE REGULATION S GLOBAL NOTE OR DEFINITIVE
NOTES PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and
in accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the Transferor hereby further certifies that (i) the Transfer is
not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore

                                      B-1
<PAGE>

securities market and neither such Transferor nor any Person acting on its
behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act and (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
Book-Entry Interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note and/or the Definitive Note and in the Indenture and the Securities
Act.

3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF BOOK-ENTRY
INTERESTS IN THE IAI GLOBAL NOTE OR DEFINITIVE NOTES PURSUANT TO ANY PROVISION
OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is
being effected in compliance with the transfer restrictions applicable to
Book-Entry Interests in Restricted Global Notes and Definitive Notes bearing the
Private Placement Legend and pursuant to and in accordance with the Securities
Act and any applicable blue sky securities laws of any State of the United
States, and accordingly the Transferor hereby further certifies that (check
one):

     (a) [ ] such Transfer is being effected pursuant to and in accordance with
Rule 144 under the Securities Act;

                                       or

     (b) [ ] such Transfer is being effected to the Company or a subsidiary
thereof,

                                       or

     (c) [ ] such Transfer is being effected pursuant to an effective
registration statement under the Securities Act;

                                       or

     (d) [ ] such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that the Transfer complies with the transfer
restrictions applicable to Book-Entry Interests in a Restricted Global Note or
Definitive Notes bearing the Private Placement Legend and the requirements of
the exemption claimed, which certification is supported by (x) if such Transfer
is in respect of a principal amount of Notes at the time of Transfer of $250,000
or more, a certificate executed by the Transferee in the form of Exhibit D to
the Indenture, or (y) if such Transfer is in respect of a principal amount of
Notes at the time of transfer of less than $250,000, (1) a certificate executed
by the Transferee in the form of Exhibit D to the Indenture and (2) an Opinion
of Counsel provided by the Transferor or the Transferee (a copy of which the
Transferor has attached to this certification), to the effect that (1) such
Transfer is in compliance with the Securities Act and (2) such Transfer complies
with any applicable blue sky securities laws of any state of the United States.
Upon consummation of the proposed transfer in accordance with the terms of the


                                      B-2
<PAGE>


Indenture, the transferred Book-Entry Interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the IAI Global Note and/or the Definitive Notes and in the
Indenture and the Securities Act.

4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF BOOK-ENTRY INTERESTS IN THE
UNRESTRICTED GLOBAL NOTE OR IN DEFINITIVE NOTES THAT DO NOT BEAR THE PRIVATE
PLACEMENT LEGEND.

     (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred Book-Entry Interests or Definitive
Notes will no longer be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Global Notes, on
Definitive Notes bearing the Private Placement Legend and in the Indenture.

     (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred Book-Entry Interests or
Definitive Notes will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Definitive Notes bearing the Private Placement Legend and in the
Indenture.

     (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred Book-Entry Interests or
Definitive Notes will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Definitive Notes bearing the Private Placement Legend and in the Indenture.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                     ---------------------------------------
                                     [Insert Name of Transferor]



                                      B-3
<PAGE>





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

Dated:  ____________, ____












                                      B-4
<PAGE>



                       ANNEX A TO CERTIFICATE OF TRANSFER

1.   The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

     (a) [ ] Book-Entry Interests in the:

          (i)   [ ] 144A Global Note (CUSIP _______), or

          (ii)  [ ] Regulation S Global Note (CUSIP ______), or

          (iii) [ ] IAI Global Note (CUSIP ________); or

     (b) [ ] Restricted Definitive Notes.


2.   After the Transfer the Transferee will hold:

                                   [CHECK ONE]

     (a) [ ] Book-Entry Interests in the:

          (i)   [ ] 144A Global Note (CUSIP _____), or

          (ii)  [ ] Regulation S Global Note (CUSIP _____), or

          (iii) [ ] IAI Global Note (CUSIP ______); or

          (iv)  [ ] Unrestricted Global Note (CUSIP ______); or

     (b) [ ] Restricted Definitive Notes; or

     (c) [ ] Definitive Notes that do not bear the Private Placement Legend,

             in accordance with the terms of the Indenture.








                                      B-5
<PAGE>


                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

L-3 Communications Corporation
600 Third Avenue, 34th Floor,
New York, New York 10016
Attention:  Vice President-Finance (Fax: 212-805-5470)

         Re: Senior Subordinated Notes due 2009
             ----------------------------------

                              (CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of March 8, 2002
(the "Indenture"), among L-3 Communications Corporation, as issuer (the
"Company"), the Guarantors named therein and The Bank of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

         ______________, (the "Holder") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$______________ in such Note[s] or interests (the "Exchange"). In connection
with the Exchange, the Holder hereby certifies that:

1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR RESTRICTED BOOK-ENTRY INTERESTS
FOR DEFINITIVE NOTES THAT DO NOT BEAR THE PRIVATE PLACEMENT LEGEND OR
UNRESTRICTED BOOK-ENTRY INTERESTS

         (a) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED BOOK-ENTRY INTEREST TO
UNRESTRICTED BOOK-ENTRY Interest. In connection with the Exchange of the
Holder's Restricted Book-Entry Interest for Unrestricted Book-Entry Interests in
an equal principal amount, the Holder hereby certifies (i) the Unrestricted
Book-Entry Interests are being acquired for the Holder's own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Global Notes and pursuant to and in accordance
with the United States Securities Act of 1933, as amended (the "Securities
Act"), (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Unrestricted Book-Entry Interests are being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED BOOK-ENTRY INTEREST TO
DEFINITIVE NOTES THAT DO NOT BEAR THE PRIVATE PLACEMENT LEGEND. In connection
with the Exchange of the Holder's Restricted Book-Entry Interests for Definitive
Notes that do not bear the Private Placement Legend, the Holder hereby certifies
(i) the Definitive Notes are being acquired for the Holder's own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the

                                      C-1
<PAGE>


Securities Act and (iv) the Definitive Notes are being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

         (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTES TO
UNRESTRICTED BOOK-ENTRY INTERESTS. In connection with the Holder's Exchange of
Restricted Definitive Notes for Unrestricted Book-Entry Interests, (i) the
Unrestricted Book-Entry Interests are being acquired for the Holder's own
account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Book-Entry Interests are being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

         (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTES TO
DEFINITIVE NOTES THAT DO NOT BEAR THE PRIVATE PLACEMENT LEGEND. In connection
with the Holder's Exchange of a Restricted Definitive Note for Definitive
Notes that do not bear the Private Placement Legend, the Holder hereby
certifies (i) the Definitive Notes that do not bear the Private Placement
Legend are being acquired for the Holder's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act , (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Notes are being
acquired in compliance with any applicable blue sky securities laws of any
state of the United States.

2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR RESTRICTED BOOK-ENTRY INTERESTS
FOR RESTRICTED DEFINITIVE NOTES OR RESTRICTED BOOK-ENTRY INTERESTS

         (a) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED BOOK-ENTRY INTERESTS TO
RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Holder's
Restricted Book-Entry Interest for Restricted Definitive Notes with an equal
principal amount, (i) the Restricted Definitive Notes are being acquired for the
Holder's own account without transfer and (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, and in
compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the Restricted Definitive Notes issued will be subject
to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Definitive Notes and in the Indenture and the
Securities Act.

         (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTES TO
RESTRICTED BOOK-ENTRY INTERESTS. In connection with the Exchange of the Holder's
Restricted Definitive Note for Restricted Book-Entry Interests in the [CHECK
ONE] [ ] 144A Global Note, [ ] Regulation S Global Note, [ ] IAI Global Note
with an equal principal amount, (i) the Definitive Notes are being acquired for
the Holder's own account without transfer and (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the
Restricted Definitive Note and pursuant to and in accordance with the Securities
Act, and in compliance with any applicable blue sky securities laws of any state
of the United States. Upon

                                      C-2
<PAGE>

consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Book-Entry Interests issued will be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.



                                          -----------------------------------
                                          [Insert Name of Transferor]



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

Dated:  ____________, ____












                                      C-3
<PAGE>


                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

L-3 Communications Corporation
600 Third Avenue, 34th Floor,
New York, New York  10016
Attention:  Vice President-Finance (Fax: 212-805-5470)

      Re:  Senior Subordinated Notes due 2009
           ----------------------------------

         Reference is hereby made to the Indenture, dated as of March 8, 2002
(the "Indenture"), among L-3 Communications Corporation, as issuer (the
"Company"), the Guarantors named therein and The Bank of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount at maturity of:

      (a) [ ] Book-Entry Interests, or

      (b) [ ] Definitive Notes,

      we confirm that:

         1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

         2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F)
pursuant to an effective registration statement under the Securities Act, and we
further agree to provide to any person purchasing the Definitive Notes or
Book-Entry



                                      D-1
<PAGE>


Interests from us in a transaction meeting the requirements of clauses (A)
through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

         3. We understand that, on any proposed resale of the Notes or
Book-Entry Interests, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect. We further understand that any subsequent
transfer by us of the Notes or Book-Entry Interests therein acquired by us must
be effected through one of the Placement Agents.

         4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

         5. We are acquiring the Notes or Book-Entry Interests purchased by us
for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.



                                         -----------------------------------
                                         [Insert Name of Accredited Investor]



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

Dated:  ____________, ____







                                      D-2
<PAGE>


                                    EXHIBIT E

                 FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED
                           BY GUARANTEEING SUBSIDIARY

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
_________________, between ____________________ (the "Guaranteeing Subsidiary"),
a subsidiary of L-3 Communications Corporation (or its permitted successor), a
Delaware corporation (the "Company"), the Company, the other Guarantors (as
defined in the Indenture referred to herein) and The Bank of New York, as
trustee under the indenture referred to below (the "Trustee").

                                   WITNESSETH

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of March 8, 2002 providing for
the issuance of an aggregate principal amount of up to $500,000,000 of Senior
Subordinated Notes due 2009 (the "Notes");

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and

         WHEREAS, pursuant to Section 4.13 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

     1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as
follows:

          (a)  The Guaranteeing Subsidiary, jointly and severally with all other
               Guaranteeing Subsidiaries, if any, unconditionally guarantees to
               each Holder of a Note authenticated and delivered by the Trustee
               and to the Trustee and its successors and assigns, regardless of
               the validity and enforceability of the Indenture, the Notes or
               the Obligations of the Company under the Indenture or the Notes,
               that:

               (i)  the principal of, premium and interest on the Notes will be
                    promptly paid in full when due, whether at maturity, by


                                      E-1
<PAGE>


                    acceleration, redemption or otherwise, and interest on the
                    overdue principal of, premium and interest on the Notes, to
                    the extent lawful, and all other Obligations of the Company
                    to the Holders or the Trustee thereunder or under the
                    Indenture will be promptly paid in full, all in accordance
                    with the terms thereof; and

               (ii) in case of any extension of time for payment or renewal of
                    any Notes or any of such other Obligations, that the same
                    will be promptly paid in full when due in accordance with
                    the terms of the extension or renewal, whether at stated
                    maturity, by acceleration or otherwise.

          (b)  Notwithstanding the foregoing, in the event that this Subsidiary
               Guarantee would constitute or result in a violation of any
               applicable fraudulent conveyance or similar law of any relevant
               jurisdiction, the liability of the Guaranteeing Subsidiary under
               this Supplemental Indenture and its Subsidiary Guarantee shall be
               reduced to the maximum amount permissible under such fraudulent
               conveyance or similar law.

     3. EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES.

          (a)  To evidence its Subsidiary Guarantee set forth in this
               Supplemental Indenture, the Guaranteeing Subsidiary hereby agrees
               that a notation of such Subsidiary Guarantee substantially in the
               form of Exhibit F to the Indenture shall be endorsed by an
               officer of such Guaranteeing Subsidiary on each Note
               authenticated and delivered by the Trustee after the date hereof.

          (b)  Notwithstanding the foregoing, the Guaranteeing Subsidiary hereby
               agrees that its Subsidiary Guarantee set forth herein shall
               remain in full force and effect notwithstanding any failure to
               endorse on each Note a notation of such Subsidiary Guarantee.

          (c)  If an Officer whose signature is on this Supplemental Indenture
               or on the Subsidiary Guarantee no longer holds that office at the
               time the Trustee authenticates the Note on which a Subsidiary
               Guarantee is endorsed, the Subsidiary Guarantee shall be valid
               nevertheless.

          (d)  The delivery of any Note by the Trustee, after the authentication
               thereof under the Indenture, shall constitute due delivery of the
               Subsidiary Guarantee set forth in this Supplemental Indenture on
               behalf of the Guaranteeing Subsidiary.

          (e)  The Guaranteeing Subsidiary hereby agrees that its obligations
               hereunder shall be unconditional, regardless of the validity,
               regularity or enforceability of the Notes or the Indenture, the
               absence of any action to enforce the same, any waiver or consent
               by any Holder of the Notes with respect to any provisions of the
               Notes or the Indenture, the recovery of any

                                      E-2
<PAGE>


               judgment against the Company, any action to enforce the same or
               any other circumstance which might otherwise constitute a legal
               or equitable discharge or defense of a guarantor.

          (f)  The Guaranteeing Subsidiary hereby waives diligence, presentment,
               demand of payment, filing of claims with a court in the event of
               insolvency or bankruptcy of the Company, any right to require a
               proceeding first against the Company, protest, notice and all
               demands whatsoever and covenants that its Subsidiary Guarantee
               made pursuant to this Supplemental Indenture will not be
               discharged except by complete performance of the obligations
               contained in the Notes and the Indenture.

          (g)  If any Holder or the Trustee is required by any court or
               otherwise to return to the Company or the Guaranteeing
               Subsidiary, or any custodian, Trustee, liquidator or other
               similar official acting in relation to either the Company or the
               Guaranteeing Subsidiary, any amount paid by either to the Trustee
               or such Holder, the Subsidiary Guarantee made pursuant to this
               Supplemental Indenture, to the extent theretofore discharged,
               shall be reinstated in full force and effect.

          (h)  The Guaranteeing Subsidiary agrees that it shall not be entitled
               to any right of subrogation in relation to the Holders in respect
               of any obligations guaranteed hereby until payment in full of all
               obligations guaranteed hereby. The Guaranteeing Subsidiary
               further agrees that, as between the Guaranteeing Subsidiary, on
               the one hand, and the Holders and the Trustee, on the other hand:

               (i)  the maturity of the obligations guaranteed hereby may be
                    accelerated as provided in Article 6 of the Indenture for
                    the purposes of the Subsidiary Guarantee made pursuant to
                    this Supplemental Indenture, notwithstanding any stay,
                    injunction or other prohibition preventing such acceleration
                    in respect of the obligations guaranteed hereby; and

               (ii) in the event of any declaration of acceleration of such
                    obligations as provided in Article 6 of the Indenture, such
                    obligations (whether or not due and payable) shall forthwith
                    become due and payable by the Guaranteeing Subsidiary for
                    the purpose of the Subsidiary Guarantee made pursuant to
                    this Supplemental Indenture.

          (i)  The Guaranteeing Subsidiary shall have the right to seek
               contribution from any other non-paying Guaranteeing Subsidiary so
               long as the exercise of such right does not impair the rights of
               the Holders or the Trustee under the Subsidiary Guarantee made
               pursuant to this Supplemental Indenture.

     4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.


                                      E-3
<PAGE>


          (a)  Except as set forth in Articles 4 and 5 of the Indenture, nothing
               contained in the Indenture, this Supplemental Indenture or in the
               Notes shall prevent any consolidation or merger of the
               Guaranteeing Subsidiary with or into the Company or any other
               Guaranteeing Subsidiary or shall prevent any transfer, sale or
               conveyance of the property of the Guaranteeing Subsidiary as an
               entirety or substantially as an entirety, to the Company or any
               other Guaranteeing Subsidiary.

          (b)  Except as set forth in Article 4 of the Indenture, nothing
               contained in the Indenture, this Supplemental Indenture or in the
               Notes shall prevent any consolidation or merger of the
               Guaranteeing Subsidiary with or into a corporation or
               corporations other than the Company or any other Guaranteeing
               Subsidiary (in each case, whether or not affiliated with the
               Guaranteeing Subsidiary), or successive consolidations or mergers
               in which a Guaranteeing Subsidiary or its successor or successors
               shall be a party or parties, or shall prevent any sale or
               conveyance of the property of a Guaranteeing Subsidiary as an
               entirety or substantially as an entirety, to a corporation other
               than the Company or any other Guaranteeing Subsidiary (in each
               case, whether or not affiliated with the Guaranteeing Subsidiary)
               authorized to acquire and operate the same; provided, however,
               that the Guaranteeing Subsidiary hereby covenants and agrees that
               (i) subject to the Indenture, upon any such consolidation,
               merger, sale or conveyance, the due and punctual performance and
               observance of all of the covenants and conditions of the
               Indenture and this Supplemental Indenture to be performed by such
               Guaranteeing Subsidiary, shall be expressly assumed (in the event
               that the Guaranteeing Subsidiary is not the surviving corporation
               in the merger), by supplemental indenture satisfactory in form to
               the Trustee, executed and delivered to the Trustee, by the
               corporation formed by such consolidation, or into which the
               Guaranteeing Subsidiary shall have been merged, or by the
               corporation which shall have acquired such property and (ii)
               immediately after giving effect to such consolidation, merger,
               sale or conveyance no Default or Event of Default exists.

          (c)  In case of any such consolidation, merger, sale or conveyance and
               upon the assumption by the successor corporation, by supplemental
               indenture, executed and delivered to the Trustee and satisfactory
               in form to the Trustee, of the Subsidiary Guarantee made pursuant
               to this Supplemental Indenture and the due and punctual
               performance of all of the covenants and conditions of the
               Indenture and this Supplemental Indenture to be performed by the
               Guaranteeing Subsidiary, such successor corporation shall succeed
               to and be substituted for the Guaranteeing Subsidiary with the
               same effect as if it had been named herein as the Guaranteeing
               Subsidiary. Such successor corporation thereupon may cause to be
               signed any or all of the Subsidiary Guarantees to be endorsed
               upon the Notes issuable under the Indenture which theretofore
               shall not have been signed by the Company and delivered to the
               Trustee. All the Subsidiary


                                      E-4
<PAGE>


               Guarantees so issued shall in all respects have the same legal
               rank and benefit under the Indenture and this Supplemental
               Indenture as the Subsidiary Guarantees theretofore and thereafter
               issued in accordance with the terms of the Indenture and this
               Supplemental Indenture as though all of such Subsidiary
               Guarantees had been issued at the date of the execution hereof.

     5. RELEASES.

          (a)  Concurrently with any sale of assets (including, if applicable,
               all of the Capital Stock of the Guaranteeing Subsidiary), all
               Liens, if any, in favor of the Trustee in the assets sold thereby
               shall be released; provided that in the event of an Asset Sale,
               the Net Proceeds from such sale or other disposition are treated
               in accordance with the provisions of Section 4.10 of the
               Indenture. If the assets sold in such sale or other disposition
               include all or substantially all of the assets of the
               Guaranteeing Subsidiary or all of the Capital Stock of the
               Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the
               event of a sale or other disposition of all of the Capital Stock
               of such Guaranteeing Subsidiary) or the Person acquiring the
               property (in the event of a sale or other disposition of all or
               substantially all of the assets of such Guaranteeing Subsidiary)
               shall be released from and relieved of its obligations under this
               Supplemental Indenture and its Subsidiary Guarantee made pursuant
               hereto; provided that in the event of an Asset Sale, the Net
               Proceeds from such sale or other disposition are treated in
               accordance with the provisions of Section 4.10 of the Indenture.
               Upon delivery by the Company to the Trustee of an Officers'
               Certificate to the effect that such sale or other disposition was
               made by the Company or the Guaranteeing Subsidiary, as the case
               may be, in accordance with the provisions of the Indenture and
               this Supplemental Indenture, including without limitation,
               Section 4.10 of the Indenture, the Trustee shall execute any
               documents reasonably required in order to evidence the release of
               the Guaranteeing Subsidiary from its obligations under this
               Supplemental Indenture and its Subsidiary Guarantee made pursuant
               hereto. If the Guaranteeing Subsidiary is not released from its
               obligations under its Subsidiary Guarantee, it shall remain
               liable for the full amount of principal of and interest on the
               Notes and for the other obligations of such Guaranteeing
               Subsidiary under the Indenture as provided in this Supplemental
               Indenture.

          (b)  Upon the designation of a Guaranteeing Subsidiary as an
               Unrestricted Subsidiary in accordance with the terms of the
               Supplemental Indenture, such Guaranteeing Subsidiary shall be
               released and relieved of its obligations under its Subsidiary
               Guarantee and this Supplemental Indenture. Upon delivery by the
               Company to the Trustee of an Officers' Certificate and an Opinion
               of Counsel to the effect that such designation of such
               Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by
               the Company in accordance with the provisions of this
               Supplemental

                                      E-5
<PAGE>

               Indenture, also including without limitation Section 4.07 of the
               Indenture, the Trustee shall execute any documents reasonably
               required in order to evidence the release of such Guaranteeing
               Subsidiary from its obligations under its Subsidiary Guarantee.
               Any Guaranteeing Subsidiary not released from its obligations
               under its Subsidiary Guarantee shall remain liable for the full
               amount of principal of and interest on the Notes and for the
               other obligations of any Guaranteeing Subsidiary under the
               Indenture as provided in Article 10.

     6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the Commission that such a waiver is against public policy.

     7. New York Law To Govern. This Supplemental Indenture shall be governed
by, and construed in accordance with, the laws Of The State Of New York.

     8. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

     9. EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.

     10. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.







                                      E-6
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.


Dated:  ______________, ______                    [GUARANTEEING SUBSIDIARY]



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



                                         L-3 COMMUNICATIONS CORPORATION



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



GUARANTORS:

HYGIENETICS ENVIROMENTAL SERVICES, INC.
L-3 COMMUNICATIONS ILEX SYSTEMS, INC.
SOUTHERN CALIFORNIA MICROWAVE, INC.
L-3 COMMUNICATIONS SPD TECHNOLOGIES, INC.
L-3 COMMUNICATIONS ESSCO, INC.
L-3 COMMUNICATIONS STORM CONTROL SYSTEMS, INC.
L-3 COMMUNICATIONS DBS MICROWAVE, INC.
SPD ELECTRICAL SYSTEMS, INC.
SPD SWITCHGEAR , INC.
PAC ORD, INC
HENSCHEL, INC.
SPD HOLDINGS, INC.
POWER PARAGON, INC.
L-3 COMMUNICATIONS AYDIN CORPORATION
MPRI, INC.
ELECTRODYNAMICS, INC.
INTERSTATE ELECTRONICS CORPORATION
MICRODYNE CORPORATION
L-3 COMMUNICATIONS ANALYTICS CORPORATION
L-3 COMMUNICATIONS AIS GP CORPORATION
L-3 COMMUNICATIONS INVESTMENTS INC.
COLEMAN RESEARCH CORPORATION
KDI PRECISION PRODUCTS, INC.
EER SYSTEMS, INC.
         as Guarantors



                                      E-7
<PAGE>



By:  ______________________________________
     Name:  Christopher C. Cambria
     Title: Vice President


L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P.
      as Guarantor


By:  L-3 COMMUNICATIONS AIS GP CORPORATION,
     as General Partner

     By: _________________________________
         Name:
         Title: Authorized Person



Dated:  ______________, ______



THE BANK OF NEW YORK,
      as Trustee



By: ______________________________________
    Name:
    Title:











                                      E-8
<PAGE>

                                    EXHIBIT F

            FORM OF NOTATION ON SENIOR SUBORDINATED NOTE RELATING TO
                              SUBSIDIARY GUARANTEE

         Pursuant to the Indenture (the "Indenture") dated as of March 8, 2002
among L-3 Communications Corporation, the Guarantors named therein and The Bank
of New York, as trustee (the "Trustee"), each Guarantor (i) has jointly and
severally unconditionally guaranteed (a) the due and punctual payment of the
principal of, and premium, interest and Additional Amounts on the Notes, whether
at maturity or an interest payment date, by acceleration, call for redemption or
otherwise, (b) the due and punctual payment of interest on the overdue principal
and premium of, and interest and Additional Amounts on the Notes, and (c) in
case of any extension of time of payment or renewal of any Notes or any of such
other obligations, the same will be promptly paid in full when due in accordance
with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise and (ii) has agreed to pay any and all costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or any
Holder in enforcing any rights under this Subsidiary Guarantee.

         Notwithstanding the foregoing, in the event that the Subsidiary
Guarantee of any Guarantor would constitute or result in a violation of any
applicable fraudulent conveyance or similar law of any relevant jurisdiction,
the liability of such Guarantor under its Subsidiary Guarantee shall be reduced
to the maximum amount permissible under such fraudulent conveyance or similar
law.

         No past, present or future director, officer, employee, agent,
incorporator, stockholder or agent of any Guarantor, as such, shall have any
liability for any obligations of the Company or any Guarantor under the Notes,
any Subsidiary Guarantee, the Indenture, any supplemental indenture delivered
pursuant to the Indenture by such Guarantor or any Subsidiary Guarantees, or for
any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability.

         This Subsidiary Guarantee shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.

         This Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is noted have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers. Capitalized
terms used herein have the meaning assigned to them in the Indenture.


                                       1


<PAGE>



HYGIENETICS ENVIROMENTAL SERVICES, INC.
L-3 COMMUNICATIONS ILEX SYSTEMS, INC.
SOUTHERN CALIFORNIA MICROWAVE, INC.
L-3 COMMUNICATIONS SPD TECHNOLOGIES, INC.
L-3 COMMUNICATIONS ESSCO, INC.
L-3 COMMUNICATIONS STORM CONTROL SYSTEMS, INC.
L-3 COMMUNICATIONS DBS MICROWAVE, INC.
SPD ELECTRICAL SYSTEMS, INC.
SPD SWITCHGEAR , INC.
PAC ORD, INC
HENSCHEL, INC.
SPD HOLDINGS, INC.
POWER PARAGON, INC.
L-3 COMMUNICATIONS AYDIN CORPORATION
MPRI, INC.
ELECTRODYNAMICS, INC.
INTERSTATE ELECTRONICS CORPORATION
MICRODYNE CORPORATION
L-3 COMMUNICATIONS ANALYTICS CORPORATION
L-3 COMMUNICATIONS AIS GP CORPORATION
L-3 COMMUNICATIONS INVESTMENTS INC.
COLEMAN RESEARCH CORPORATION
KDI PRECISION PRODUCTS, INC.
EER SYSTEMS, INC.
         as Guarantors


By:  ______________________________________
         Name:  Christopher C. Cambria
         Title: Vice President


L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P.
         as Guarantor


By:      L-3 COMMUNICATIONS AIS GP CORPORATION,
         as General Partner

         By:  _________________________________
              Name:
              Title:  Authorized Person





                                       2