<PAGE>


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

                       INTERMAGNETICS GENERAL CORPORATION

                                       TO

                     American Stock Transfer & Trust Company
                                                           Trustee
                                                           -------



                              --------------------
                                 
                                    Indenture

                         Dated as of September 15, 1993

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

                                   $34,500,000
                   

               5.75% Convertible Subordinated Debentures Due 2003


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

<PAGE>

                 Certain Sections of this Indenture relating to
                         Sections 310 through 318 of the
                           Trust Indenture Act of 1939

Trust Indenture                                             Indenture
 Acts Section                                                Section
---------------                                             ----------
Section 310(a)(1)   ....................................       609
           (a)(2)   ....................................       609
           (a)(3)   ....................................       Not
                                                               Applicable
           (a)(4)   ....................................       Not
                                                               Applicable
           (b)      ....................................       608
                                                               610
Section 311(a)      ....................................       613
           (b)      ....................................       613
Section 312(a)      ....................................       701
                                                               702(a)
           (b)      ....................................       702(b)
           (c)      ....................................       702(c)
Section 313(a)      ....................................       703(a)
           (b)      ....................................       703(a)
           (c)      ....................................       703(a)
           (d)      ....................................       703(b)
Section 314(a)      ....................................       704
           (b)      ....................................       Not
                                                               Applicable
           (c)(1)   ....................................       102
           (c)(2)   ....................................       102
           (c)(3)   ....................................       Not
                                                               Applicable
           (d)      ....................................       Not
                                                               Applicable
           (e)      ....................................       102
Section 315(a)      ....................................       601
           (b)      ....................................       602
           (c)      ....................................       601
           (d)      ....................................       601
           (e)      ....................................       514


<PAGE>


                                TABLE OF CONTENTS

                                                                           Page
                                                                           ---- 
Parties ................................................................     1  
Recitals of the Company ................................................     1


                                   ARTICLE ONE

                       Definitions and other Provisions of
                               General Application

SECTION 101.             Definitions:

  Act ..................................................................     2
  Affiliate; control ...................................................     2
  Authenticating Agent .................................................     2
  Board of Directors ...................................................     2
  Board Resolution .....................................................     2
  Business Day .........................................................     2
  Change of Control ....................................................     2
  Closing Price ........................................................     3
  Commission ...........................................................     3
  Common Stock .........................................................     3
  Company ..............................................................     3
  Company Notice .......................................................     3
  Company Request; Company Order .......................................     3
  Conversion Rate ......................................................     4
  Corporate Trust Office ...............................................     4
  Corporation ..........................................................     4
  Defaulted Interest ...................................................     4
  Depositary ...........................................................     4
  Event of Default .....................................................     4
  Exchange Act .........................................................     4
  Expiration Time ......................................................     4
  Global Security ......................................................     4
  Holder ...............................................................     4
  Indenture ............................................................     4
  Initial Purchaser ....................................................     4
  Institutional Accredited Investor ....................................     5
  Interest Payment Date ................................................     5
  Maturity .............................................................     5
  NASDAQ/NMS ...........................................................     5
  Non-U.S. Person ......................................................     5
  Officers' Certificate ................................................     5
  Opinion of Counsel ...................................................     5


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


                                      -i-

<PAGE>

                                                                          Page
                                                                          ----
  Outstanding ..........................................................    5
  Paying Agent .........................................................    6
  Person ...............................................................    6
  Predecessor Security .................................................    6
  Private Placement Legend .............................................    6
  Proceeding ...........................................................    7
  Purchased Shares .....................................................    7
  QIB ..................................................................    7
  Redemption Date ......................................................    7
  Redemption Price .....................................................    7
  Registered Individual Securities .....................................    7
  Regular Record Date ..................................................    7
  Regulation S .........................................................    7
  Repurchase Date ......................................................    7
  Repurchase Price .....................................................    7
  Responsible Officer ..................................................    7
  Rule 144 .............................................................    7
  Rule 144A ............................................................    7
  Securities ...........................................................    7
  Securities Act .......................................................    7
  Securities Payment ...................................................    8
  Security Register; Security Registrar ................................    8
  Senior Indebtedness ..................................................    8
  Special Record Date ..................................................    8
  Stated Maturity ......................................................    8
  Subsidiary ...........................................................    8
  Trading Day ..........................................................    8
  Trustee ..............................................................    9
  Trust Indenture Act ..................................................    9
  U.S. Person ..........................................................    9
  United States ........................................................    9
  Vice President .......................................................    9

SECTION 102.  Compliance Certificates and Opinions .....................    9

SECTION 103.  Form of Documents Delivered to Trustee ...................   10

SECTION 104.  Acts of Holders; Record Dates ............................   11

SECTION 105.  Notices, Etc., to Trustee and Company ....................   12



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


                                      -ii-
<PAGE>

                                                                          Page
                                                                          ----
SECTION 106.  Notice to Holders; Waiver ...............................    13

SECTION 107.  The Application of Trust Indenture Act ..................    13

SECTION 108.  Effect of Headings and Table of Contents ................    13

SECTION 109.  Successors and Assigns ..................................    14

SECTION 110.  Separability Clause .....................................    14

SECTION 1ll.  Benefits of Indenture ...................................    14

SECTION 112.  Governing Law ...........................................    14

SECTION 113.  Legal Holidays ..........................................    14


                                   ARTICLE TWO

                                 Security Forms

SECTION 201.  Forms Generally .........................................    15

SECTION 202.  Form of Face of Security ................................    16

SECTION 203.  Form of Reverse of Security .............................    19

SECTION 204.  Form of Legend for Global Securities ....................    25

SECTION 205.  Form of Trustee's Certificate of Authentication .........    26



                                  ARTICLE THREE

                                 The Securities

SECTION 301.  Title and Terms .........................................    26

SECTION 302.  Denominations ...........................................    27

SECTION 303.  Execution, Authentication, Delivery and Dating ..........    27


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


                                     -iii-

<PAGE>


                                                                           Page
                                                                           ----
SECTION 304.  Temporary Securities .....................................    28

SECTION 305.  Registration, Registration of Transfer and Exchange ......    29

SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities .........    35

SECTION 307.  Payment of Interest; Interest Rights Preserved ...........    36

SECTION 308.  Persons Deemed Owners ....................................    38

SECTION 309.  Cancellation .............................................    38

SECTION 310.  Computation of Interest ..................................    38


                                  ARTICLE FOUR

                           Satisfaction and Discharge

SECTION 401.  Satisfaction and Discharge of Indenture ..................    38

SECTION 402.  Application of Trust Money ...............................    40


                                  ARTICLE FIVE

                                    Remedies

SECTION 501.   Events of Default .......................................    40

SECTION 502.   Acceleration of Maturity; Rescission and Annulment ......    42

SECTION 503.   Collection of Indebtedness and Suits for Enforcement
               by Trustee ..............................................    43

SECTION 504.   Trustee May File Proofs of Claim ........................    44




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

                                      -iv-


<PAGE>

                                                                           Page
                                                                           ----
SECTION 505.   Trustee May Enforce Claims Without Possession
               of Securities ...........................................    45

SECTION 506.   Application of Money Collected ..........................    45

SECTION 507.   Limitation on Suits .....................................    46

SECTION 508.   Unconditional Right of Holders to Receive Principal,
               Premium and Interest and to Convert .....................    46

SECTION 509.   Restoration of Rights and Remedies ......................    47

SECTION 510.   Rights and Remedies Cumulative ..........................    47

SECTION 511.   Delay or Omission Not Waiver ............................    47

SECTION 512.   Control by Holders ......................................    48

SECTION 513.   Waiver of Past Defaults .................................    48

SECTION 514.   Undertaking for Costs ...................................    48

SECTION 515.   Waiver of Stay or Extension Laws ........................    49

                                   ARTICLE SIX

                                   The Trustee

SECTION 601.   Certain Duties and Responsibilities .....................   49

SECTION 602.   Notice of Defaults ......................................   50

SECTION 603.   Certain Rights of Trustee ...............................   50

SECTION 604.   Not Responsible for Recitals or Issuance
               of Securities ...........................................   51

SECTION 605.   May Hold Securities  ....................................   52

SECTION 606.   Money Held in Trust .....................................   52



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

                                       -v-


<PAGE>
 
                                                                          Page
                                                                          ---- 
SECTION 607.  Compensation and Reimbursement ...........................   52

SECTION 608.  Disqualification; Conflicting Interests ..................   53

SECTION 609.  Corporate Trustee Required; Eligibility ..................   53

SECTION 610.  Resignation and Removal; Appointment of Successor ........   53

SECTION 611.  Acceptance of Appointment by Successor ...................   55

SECTION 612.  Merger, Conversion, Consolidation or Succession
              to Business ..............................................   55

SECTION 613.  Preferential Collection of Claims Against Company ........   56

SECTION 614.  Appointment of Authenticating Agent ......................   56


                                  ARTICLE SEVEN

                Holders' Lists and Reports by Trustee and Company

SECTION 701.  Company to Furnish Trustee Names and Addresses
              of Holders ...............................................  58

SECTION 702.  Preservation of Information; Communications 
              to Holders ...............................................  58

SECTION 703.  Reports by Trustee .......................................  59

SECTION 704.  Reports by Company .......................................  59


                                  ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 801.  Company May Consolidate, Etc., only on 
              Certain Terms ............................................  60




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

                                      -vi-


<PAGE>

                                                                          Page
                                                                          ----

SECTION 802.  Successor Substituted ....................................   61

                                  ARTICLE NINE

                             Supplemental Indentures

SECTION 901.  Supplemental Indentures Without Consent of Holders .......  61

SECTION 902.  Supplemental Indentures with Consent of Holders ..........  62

SECTION 903.  Execution of Supplemental Indentures .....................  63

SECTION 904.  Effect of Supplemental Indentures ........................  64

SECTION 905.  Conformity with Trust Indenture Act ......................  64

SECTION 906.  Reference in Securities to Supplemental Indentures .......  64


                                   ARTICLE TEN

                                    Covenants

SECTION 1001. Payment of Principal, Premium and Interest ...............  65

SECTION 1002. Maintenance of Office or Agency ..........................  65

SECTION 1003. Money for Security Payments to Be Held in Trust ..........  66

SECTION 1004. Statement by Officers as to Default ......................  67

SECTION 1005. Existence ................................................  67

SECTION 1006. Maintenance of Properties ................................  68

SECTION 1007. Payment of Taxes and Other Claims ........................  68

SECTION 1008. Delivery of Certain Information ..........................  68




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

                                      -vii-




<PAGE>
                                                                          Page
                                                                          ----
                                 ARTICLE ELEVEN

                            Redemption of Securities

SECTION 1101. Right of Redemption ......................................   69

SECTION 1102. Applicability of Article .................................   69

SECTION 1103. Election to Redeem; Notice to Trustee ....................   69

SECTION 1104. Selection by Trustee of Securities to Be Redeemed ........   69

SECTION 1105. Notice of Redemption .....................................   70

SECTION 1106. Deposit of Redemption Price ..............................   71

SECTION 1107. Securities Payable on Redemption Date ....................   71

SECTION 1108. Securities Redeemed in Part ..............................   72


                                 ARTICLE TWELVE

                           Subordination of Securities

SECTION 1201. Securities Subordinate to Senior Indebtedness ............  72

SECTION 1202. Payment Over of Proceeds Upon Dissolution, Etc. ..........  73

SECTION 1203. Prior Payment to Senior Indebtedness Upon Acceleration
              of Securities; No Payment when Senior Indebtedness
              in Default ...............................................  74

SECTION 1204. Payment Permitted If No Default ..........................  75

SECTION 1205. Subrogation to Rights of Holders of Senior 
              Indebtedness .............................................  76





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

                                     -viii-



<PAGE>

                                                                          Page
                                                                          ----

SECTION 1206. Provisions Solely to Define Relative Rights ..............   76

SECTION 1207. Trustee to Effectuate Subordination ......................   77

SECTION 1208. No Waiver of Subordination Provisions ....................   77

SECTION 1209. Notice to Trustee ........................................   78

SECTION 1210. Reliance on Judicial Order or Certificate of
              Liquidating Agent ........................................   79

SECTION 1211. Trustee Not Fiduciary for Holders of Senior 
              Indebtedness .............................................   79

SECTION 1212. Rights of Trustee as Holder of Senior Indebtedness; 
              Preservation of Trustee's Rights .........................   79

SECTION 1213. Article Applicable to Paying Agents ......................   80

SECTION 1214. Certain Conversions Deemed Payment .......................   80


                                ARTICLE THIRTEEN

                            Conversion of Securities

SECTION 1301. Conversion Privilege and Conversion Rate .................   81

SECTION 1302. Exercise of Conversion Privilege .........................   81

SECTION 1303. Fractions of Shares ......................................   84

SECTION 1304. Adjustment of Conversion Rate  ...........................   84

SECTION 1305. Notice of Adjustments of Conversion Rate .................   89

SECTION 1306. Notice of Certain Corporate Action .......................   90





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

                                      -ix-


<PAGE>

                                                                         Page
                                                                         ----

SECTION 1307. Company to Reserve Common Stock ..........................  91

SECTION 1308. Taxes on Conversions .....................................  91

SECTION 1309. Covenant as to Common Stock ..............................  91

SECTION 1310. Cancellation of Converted Securities .....................  92

SECTION 1311. Provisions in Case of Consolidation, Merger 
              or Sale of Assets ........................................  92

SECTION 1312. Trustee's Disclaimer .....................................  93

                                ARTICLE FOURTEEN

                  Repurchase of Securities at the Option of the
                         Holder Upon a Change in Control

SECTION 1401. Right to Require Repurchase ..............................  93

SECTION 1402. Notices; Method of Exercising Repurchase Right, Etc. .....  94

SECTION 1403. Certain Definitions ......................................  95

TESTIMONIUM ............................................................  97

SIGNATURES AND SEALS ...................................................  98

ACKNOWLEDGMENTS ........................................................  99







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

                                       -x-

<PAGE>

         INDENTURE, dated as of September 15, 1993, between Intermagnetics
General Corporation, a corporation duly organized and existing under the laws of
the State of New York (herein called the "Company"), having its principal office
at Charles Industrial Park, New Karner Road, Guilderland, New York 12084, and
American Stock Transfer & Trust Company, a trust company duly organized and
existing under the laws of the State of New York as Trustee (herein called the
"Trustee").


                             RECITALS OF THE COMPANY

         The Company has duly authorized the creation of an issue of its 5.75%
Convertible Subordinated Debentures Due 2003 (herein called the "Securities") of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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



                                   ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

SECTION 101. Definitions.

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

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

                  (2) all other terms used herein which are defined in the Trust
             Indenture Act as in effect on the date hereof, either directly or

<PAGE>
         by reference therein, have the meanings assigned to them therein;

                  (3) all accounting terms not otherwise defined herein have the
             meanings assigned to them in accordance with generally accepted
             accounting principles in the United States; and

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

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

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

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

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

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

         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in the Borough of
Manhattan, The City of New York are authorized or obligated by law or executive
order to close.

         "Change of Control" has the meaning specified in Section 1403(c).

                                      -2-

<PAGE>

         "Closing Price" has the meaning specified in Section 1304(8).

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, or, if
at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

         "Common Stock" includes any stock of any class of the Company which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company
and which is not subject to redemption by the Company. However, subject to the
provisions of Section 1311, shares issuable on conversion of Securities shall
include only shares of the class designated as Common Stock of the Company at
the date of this instrument or shares of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which are
not subject to redemption by the Company; provided that if at any time there
shall be more than one such resulting class, the shares of each such class then
so issuable shall be substantially in the proportion which the total number of
shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.

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

         "Company Notice" has the meaning specified in Section 1402.

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

                                       -3-


<PAGE>

         "Conversion Rate" has the meaning specified in Section 1301.

         "Corporate Trust Office" means the principal office of the Trustee in
the Borough of Manhattan, The City of New York at which at any particular time
its corporate trust business shall be administered.

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

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

         "Depositary" means, with respect to the Securities issued in whole or
in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Securities as contemplated by Section 305.

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

         "Exchange Act" means the Securities Exchange Act of 1934 as it may be
amended from time to time, and any successor act thereto, and the rules and
regulations of the Commission promulgated thereunder.

         "Expiration Time" has the meaning specified in Section 1304(6).

         "Global Security" means a Security that evidences all or part of the
Securities issued to the Depositary in accordance with Section 303 and bearing
the legend prescribed in Section 204.

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

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

         "Initial Purchaser" means Lazard Freres & Co.

                                       -4-
<PAGE>

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

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

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

         "NASDAQ/NMS" has the meaning specified in Section 1304(6).

         "Non-U.S. Person" means a person other than a U.S. Person.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board or a Vice Chairman of the Board or the President or a Vice President,
and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the officers
signing an Officers' Certificate given pursuant to Section 1004 shall be the
principal executive, financial or accounting officer of the Company.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee.

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

             (i)  Securities theretofore cancelled by the Trustee or delivered 
      to the Trustee for cancellation;

             (ii) Securities for whose payment or redemption money in the
      necessary amount has been theretofore deposited with the Trustee or any
      Paying Agent (other than the Company) in trust or set aside and segregated
      in trust by the Company (if the Company shall act as its own Paying Agent)
      for the Holders of such Securities; provided that, if such Securities are
      to be redeemed, notice of such redemption has been duly given pursuant to

                                       -5-
<PAGE>

      this Indenture or provision therefor satisfactory to the Trustee has been
      made; and

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

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

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

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

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

                                       -6-
<PAGE>

         "Private Placement Legend" has the meaning specified in Section 202.

         "Proceeding" has the meaning specified in Section 1202.

         "Purchased Shares" has the meaning specified in Section 1304(6).

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

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

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

         "Registered Individual Securities" means certificated Securities not
including Global Securities.

         "Regular Record Date" for the interest payable on any Interest Payment
Date means the March 1 or September 1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.

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

         "Repurchase Date" has the meaning specified in Section 1401.

         "Repurchase Price" has the meaning specified in Section 1401.

         "Responsible Officer", when used with respect to the Trustee, means any
officer of the Trustee assigned by the Trustee to administer its corporate trust
matters.

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

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

         "Securities" has the meaning set forth in the first recital of this
Indenture and more particularly means the Global Securities and Registered
Individual Securities.

                                       -7-
<PAGE>

         "Securities Act" means the Securities Act of 1933 as it may be amended
from time to time, and any successor act thereto, and the rules and regulations
of the Commission promulgated thereunder.

         "Securities Payment" has the meaning specified in Section 1202.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

         "Senior Indebtedness" means the principal of (and premium, if any) and
interest on (i) indebtedness of the Company for money borrowed evidenced by
bonds, notes, debentures or similar obligations, including any guaranty by the
Company of any indebtedness for money borrowed of any other person, whether
outstanding on the date of the Indenture or thereafter created, assumed or
incurred; (ii) indebtedness incurred, assumed or guaranteed by the Company in
connection with the acquisition by it or a subsidiary of any other business,
properties or other assets; and (iii) any refundings, renewals or extensions of
any indebtedness described in clauses (i) and (ii), unless in the instrument
creating or evidencing the indebtedness it is provided that such indebtedness is
not superior in right of payment to the Securities.

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

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

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

         "Trading Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday, other than any day on which securities are not traded on the applicable
securities exchange or in the applicable securities market.

                                       -8-
<PAGE>

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

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

         "U.S. Person" has the meaning given it by Regulation S.

         "United States" means the United States of America (including the
States thereof and the District of Columbia), its territories, its possessions
and other areas subject to its jurisdiction.

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


SECTION 102. Compliance Certificates and Opinions

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an officers' Certificate, if to be given by an officer of the
Company, or an Opinion of Counsel, if to be given by counsel, stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with.

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

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

         (2) a brief statement as to the nature and scope of the examination or
      investigation upon which the statements or opinions

                                       -9-
<PAGE>

      contained in such certificate or opinion are based;

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

         (4) a statement as to whether, in the opinion of each such individual,
      such condition or covenant has been complied with.


SECTION 103. Form of Documents Delivered to Trustee.

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

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

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

                                      -10-
<PAGE>

SECTION 104. Acts of Holders; Record Dates.

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

         Without limiting the generality of the foregoing, a Holder, including
the Depositary that is a Holder of a Global Security, may make, give or take, by
a proxy, or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted in this Indenture to be made, given or taken by Holders, and the
Depositary that is a Holder of a Global Security may provide its proxy or
proxies to the beneficial owners of interest in any such Global Security.

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

         (c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders entitled to give or take any request, demand, authorization,

                                      -11-
<PAGE>

direction, notice, consent, waiver or other action, or to vote on any action, 
authorized or permitted to be given or taken by Holders. If not set by the
Company prior to the first solicitation of a Holder made by any Person in
respect of any such action, or, in the case of any such vote, prior to such
vote, the record date for any such action or vote shall be the 30th day (or, if
later, the date of the most recent list of Holders required to be provided
pursuant to Section 701) prior to such first solicitation or vote, as the case
may be. With regard to any record date, only the Holders on such date (or their
duly designated proxies) shall be entitled to give or take, or vote on, the
relevant action.

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

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


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

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

         (1) the Trustee by any Holder or by the Company shall be sufficient for
      every purpose hereunder if made, given, furnished or filed in writing to
      or with the Trustee at its Corporate Trust Office, Attention: Herbert
      Lemmer, Corporate Trust Department, 40 Wall Street, New York, New York
      10005, or

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

                                      -12-
<PAGE>

      attention of the Secretary, or at any other address previously furnished 
      in writing to the Trustee by the Company.

SECTION 106. Notice to Holders; Waiver.

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

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

SECTION 107. The Application of Trust Indenture Act.

         This Indenture shall be construed as though the Trust Indenture Act
applied hereto for purposes, where applicable, of interpreting, constructing and
defining the rights and obligations hereunder. If any provision set forth herein
limits, qualifies or conflicts with any provision of the Trust Indenture Act
used for the purposes described in the preceding sentence, the provision set
forth herein shall control.

SECTION 108. Effect of Headings and Table of Contents.

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

                                      -13-
<PAGE>

SECTION 109. Successors and Assigns.

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


SECTION 110. Separability Clause.

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


SECTION 111. Benefits of Indenture.

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


SECTION 112. GOVERNING LAW.

         THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


SECTION 113. Legal Holidays.

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

                                      -14-
<PAGE>
                                   ARTICLE TWO

                                 Security Forms

SECTION 201. Forms Generally.

         The Securities and the Trustee's certificates of authentication shall
be in substantially the forms set forth in this Article, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture (including forms of notices of conversion and
exercise of repurchase right), and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of the Securities.

         The definitive Securities shall be printed, lithographed or engraved
or produced by any combination of these methods on steel engraved borders or may
be produced in any other manner, all as determined by the officers executing
such securities, as evidenced by their execution of such Securities.

         In certain cases described elsewhere herein, the legends set forth in
Section 202 may be omitted from Securities issued hereunder.

         Securities offered and sold to Institutional Accredited Investors or in
reliance on Regulation S shall be issued in the form of Registered Individual
Securities in definitive, fully registered form without interest coupons,
substantially in the form of security set forth in Sections 202 and 203, with
such applicable legends as are provided for in Section 202, except as otherwise
permitted herein.

         Securities offered and sold in reliance on Rule 144A shall be issued in
the form of one or more Registered Individual Securities or in the form of a
single Global Security in definitive, fully registered form without interest
coupons, substantially in the form of Security set forth in Sections 202 and
203, with such applicable legends as are provided for in Section 202 and Section
204, except as otherwise permitted herein. Such Global Security shall be
registered in the name of a nominee of the Depositary and deposited with the
Trustee, at its New York office, as

                                      -15-
<PAGE>

custodian for the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The aggregate principal amount of the
Global Security may from time to time be increased or decreased by adjustments
made on the records of the Trustee, as custodian for the Depositary, in
connection with a corresponding decrease or increase in the aggregate principal
amount of Registered Individual Securities, as hereinafter provided.


SECTION 202. Form of Face of Security.

         (Insert the following legend (the "Private Placement Legend") -- THE
DEBENTURE EVIDENCED HEREBY HAS NOT BEEN REGISTERED AND WILL NOT BE REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(a)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT) ("INSTITUTIONAL ACCREDITED
INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION; (2) AGREES THAT IT WILL NOT WITHIN THREE YEARS AFTER THE
ORIGINAL ISSUANCE OF THE DEBENTURE EVIDENCED HEREBY RESELL OR OTHERWISE TRANSFER
THE DEBENTURE EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF
SUCH DEBENTURE EXCEPT IN A TRANSACTION NOT REQUIRING REGISTRATION UNDER THE
SECURITIES ACT (A) TO INTERMAGNETICS GENERAL CORPORATION OR ANY SUBSIDIARY
THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES
TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES
TO AMERICAN STOCK TRANSFER & TRUST COMPANY, NEW YORK, NEW YORK AS TRUSTEE OR
TRANSFER AGENT, AS THE CASE MAY BE, A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE
DEBENTURE EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH
DEBENTURE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM SUCH TRUSTEE OR
TRANSFER AGENT), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (E) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE); AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THE DEBENTURE EVIDENCED

                                      -16-
<PAGE>

HEREBY WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH DEBENTURE, THE
HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING
TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE AMERICAN STOCK
TRANSFER & TRUST COMPANY, AS TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN
INSTITUTIONAL ACCREDITED INVESTOR OR A PURCHASER WHO IS NOT A U.S. PERSON, THE
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT
SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U. S. PERSON"
HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.]

                       INTERMAGNETICS GENERAL CORPORATION

               5.75% Convertible Subordinated Debentures Due 2003

No. _________                                                         $_________

         Intermagnetics General Corporation, a corporation duly organized and 
existing under the laws of New York (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to ____________, or registered assigns, 
the principal sum of ___________ Dollars on September 15, 2003, and to pay 
interest thereon from September 20, 1993 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on March 15 and September 15 in each year, commencing March 15, 1994, at the
rate of 5.75% per annum, until the principal hereof is paid or made available
for payment. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the March 1 or September 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice

                                      -17-
<PAGE>

whereof shall be given to Holders of Securities not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.

         Payment of the principal of (and premium, if any) and interest on this 
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, and at any other
office or agency maintained by the Company for such purpose, 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; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.

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

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

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

Dated:

                                              INTERMAGNETICS GENERAL CORPORATION


                                                  By____________________________

                                      -18-
<PAGE>

[Seal]


Attest:


______________________________


SECTION 203. Form of Reverse of Security.

         This Security is one of a duly authorized issue of Securities of the 
Company designated as its 5.75% Convertible Subordinated Debentures Due 2003
(herein called the "Securities"), limited in aggregate principal amount to
$34,500,000, issued and to be issued under an Indenture, dated as of September
15, 1993 (herein called the "Indenture"), between the Company and American Stock
Transfer & Trust Company, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the holders of Senior Indebtedness and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.

         Subject to and upon compliance with the provisions of the Indenture, 
the Holder of this Security is entitled, at his option, at any time on or before
the close of business on September 15, 2003, or in case this Security or a
portion hereof is called for redemption or is subject to repurchase upon
exercise of the Holder's right under the Indenture to cause the Company to
repurchase this Security following the occurrence of a Change in Control, then
in respect of this Security or such portion hereof until and including, but
(unless the Company defaults in making the payment due upon redemption or
repurchase, as the case may be) not after, the close of business on the Business
Day preceding the Redemption Date or the second Trading Day preceding the
Repurchase Date, respectively, to convert this Security (or any portion of the
principal amount hereof which is $1,000 or an integral multiple thereof), at the
principal amount hereof (or of such portion), into fully paid and non-assessable
shares (calculated as to each conversion to the nearest 1/100 of a share) of
Common Stock of the Company at the rate of 51.282 shares of Common Stock for
each $1,000 principal amount of Securities (or at the current adjusted
conversion rate if an adjustment has been

                                      -19-
<PAGE>

made as provided in the Indenture) by surrender of this Security, duly endorsed
or assigned to the Company or in blank, to the Company at its office or agency
in the Borough of Manhattan, The City of New York, accompanied by written notice
to the Company that the Holder hereof elects to convert this Security, or if
less than the entire principal amount hereof is to be converted, the portion
hereof to be converted, and, in case such surrender shall be made during the
period from the close of business on any Regular Record Date next preceding the
corresponding Interest Payment Date to the opening of business on such Interest
Payment Date (unless this Security or the portion hereof being converted has
been called for redemption on a Redemption Date within such period), also
accompanied by payment in New York Clearing House or other funds acceptable to
the Company of an amount equal to the interest payable on such Interest Payment
Date on the principal amount of this Security then being converted. If this
Security is converted after having been called for redemption, interest accrued
and unpaid hereon to the date of conversion shall be payable on such date.
Subject to the aforesaid and, in the case of a conversion after the Regular
Record Date next preceding any Interest Payment Date and on or before such
Interest Payment Date, to the right of the Holder of this Security (or any
Predecessor Security) of record at such Regular Record Date to receive an
instalment of interest (with certain exceptions provided in the Indenture), no
payment or adjustment is to be made on conversion for interest accrued hereon or
for dividends on the Common Stock issued on conversion. No fractions of shares
or scrip representing fractions of shares will be issued on conversion, but
instead of any fractional interest the Company shall pay a cash adjustment as
provided in the Indenture. The conversion rate is subject to adjustment as
provided in the Indenture. In addition, the Indenture provides that in case of
certain consolidations or mergers to which the Company is a party or the
transfer of substantially all of the assets of the Company, the Indenture shall
be amended, without the consent of any Holders of Securities, so that this
Security, if then outstanding, will be convertible thereafter, during the period
this Security shall be convertible as specified above, only into the kind and
amount of securities, cash and other property receivable upon the consolidation,
merger or transfer by a holder of the number of shares of Common Stock into
which this Security might have been converted immediately prior to such
consolidation, merger or transfer (assuming such holder of Common Stock failed
to exercise any rights of election and received per share the kind and amount
received per share by a plurality of non-electing shares).

                                      -20-
<PAGE>

         The Securities are subject to redemption upon not less than 30 days' or
more than 60 days' notice by mail, at any time on or after September 15, 1996,
as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount). If
redeemed during the 12-month period beginning September 15 of the years
indicated:

              Redemption                                   Redemption
Year             Price                        Year            Price
----          ----------                      ----         ----------
1996 .....     104.025%                       2000 ....      101.725%
1997 .....     103.450%                       2001 ....      101.150%
1998 .....     102.875%                       2002 ....      100.575%
1999 .....     102.300%

and at maturity at 100% of the principal amount. Such amounts will be paid
together with accrued interest to the Redemption Date, but interest installments
whose Stated Maturity is on or prior to such Redemption Date will be payable to
the Holders of such Securities, or one or more Predecessor Securities, of record
at the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.

         The Indenture provides that if a Change in Control (as defined therein)
occurs, each Holder of Securities shall have the right, in accordance with the
provisions of the Indenture, to require the Company to repurchase all of such
Holder's Securities, or any portion thereof that is an integral multiple of
$1,000, for cash at a price equal to 100% of the principal amount of such
Securities to be repurchased together with accrued interest to the Repurchase
Date.

         The Securities do not have the benefit of any sinking fund.

         In the event of redemption, conversion or repurchase of this Security
in part only, a new Security or Securities for the portion hereof not redeemed,
converted or repurchased will be issued in the name of the Holder hereof upon
the cancellation hereof.

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness, and this Security is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions,

                                      -21-
<PAGE>

(b) authorizes and directs the Trustee on his behalf to take such action as may 
be necessary or appropriate to effectuate the subordination so provided and 
(c) appoints the Trustee his attorney-in-fact for any and all such purposes.

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

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefore or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed or to convert this Security as provided in the
Indenture.

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

                                      -22-
<PAGE>

         The Securities are issuable only in registered form without coupons.
Securities subject to the transfer restrictions provided in the Indenture are
issuable only in denominations of $50,000 and integral multiples of $1,000 in
excess thereof, except that such Securities may be issued in lesser
denominations in connection with a partial conversion, redemption or repurchase
(but not in connection with any proposed transfer of Securities thereafter).
Securities not subject to such transfer restrictions are issuable in
denominations of $1,000 plus integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of a different
authorized denomination, as requested by the Holder surrendering the same.

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

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

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

         All terms used in this security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

           [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES
                       OTHER THAN THE GLOBAL CERTIFICATE)

         In connection with any transfer of this Security occurring prior to
[insert date that is three years following the-date of initial issuance of the
Securities], the undersigned confirms that without utilizing any general
solicitation or general advertising that:

                                   (Check One)

                                      -23-
<PAGE>

[ ]  (a)  this Security is being transferred in compliance with the exemption 
          from registration under the Securities Act provided by Rule 144A 
          thereunder.

                                       or

[ ]  (b)  this Security is being transferred other than in accordance with 
          (a) above and documents are being furnished which comply with the 
          conditions of transfer set forth in this Security and the Indenture.

If none of the foregoing boxes is checked, the Trustee or the Security Registrar
shall not be obligated to register this Security in the name of any Person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein shall have been satisfied.


Date:______________________           ____________________________________
                                      NOTICE: The signature to this 
                                      assignment must correspond with the 
                                      name as written upon the face of the 
                                      within-mentioned instrument in every
                                      particular, without alteration or 
                                      any change whatever.


TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

         The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A under
the Securities Act and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A
under the Securities Act or has determined not to request such information and
that it is aware that the transferor is relying upon the undersigned's foregoing
representations in order to claim the exemption from registration provided by
Rule 144A under the securities Act.

Dated:______________________          ____________________________________

                                      -24-
<PAGE>

                                  NOTICE: To be executed by an executive officer

                   (IN ALL CERTIFICATES OTHER THAN THE GLOBAL
               CERTIFICATE INSERT CONVERSION NOTICE AND NOTICE OF
                          REPURCHASE IN CUSTOMARY FORM]


SECTION 204. form of Legend for Global Securities.

         Any Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
      HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
      NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART
      FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
      PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
      DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
      DESCRIBED IN THE INDENTURE.

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

                                      -25-
<PAGE>

SECTION 205. Form of Trustee's Certificate of Authentication.

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


                                        AMERICAN STOCK TRANSFER & TRUST COMPANY,
                                                                      as Trustee

                                               By_______________________________
                                                       Authorized Signature
              

                                  ARTICLE THREE

                                 The Securities

SECTION 301. Title and Terms.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is limited to $34,500,000, except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306,
906, 1108, 1302 or 1402.

         The Securities shall be known and designated as the "5.75% Convertible
Subordinated Debentures due 2003" of the Company. Their Stated Maturity shall be
September 15, 2003, and they shall bear interest at the rate of 5.75% per annum,
from September 20, 1993 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, payable
semi-annually on March 15 and September 15, commencing March 15, 1994, until the
principal thereof is paid or made available for payment.

         The principal of (and premium, if any) and interest on the Securities
shall be payable at the office or agency of the Company in the Borough of
Manhattan, The City of New York, maintained for such purpose and at any other
office or agency maintained by the Company for such purpose; provided, however,
that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.

                                      -26-
<PAGE>

         The Depositary for the Global securities, beneficial interests in which
may be originally purchased by QIBs, is the Depository Trust Company.

         The Securities shall be redeemable by the Company as provided in
Article Eleven.

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

         The Securities shall be convertible as provided in Article Thirteen.

         The Securities shall be subject to repurchase by the Company at the
option of the Holders thereof as provided in Article Fourteen.


SECTION 302. Denominations.

         The Securities shall be issuable only in registered form without
coupons. Securities that are required, in accordance with Section 305, to bear
the Private Placement Legend shall be issuable only in denominations of $50,000
and integral multiples of $1,000 in excess thereof. Notwithstanding the
foregoing, a new Security may be issued in a denomination less than $50,000 in
the case of any Security which is redeemed in part only under Section 1108,
converted in part only under Section 1302 or repurchased in part only under
Section 1402(e) (but not in the case of a proposed transfer under Section 305(b)
thereafter). Securities that not required, in accordance with Section 305, to
bear the Private Placement Legend are issuable in denominations of $1,000 and
integral multiples thereof.


SECTION 303. Execution, Authentication, Delivery and Dating.

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

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

                                      -27-
<PAGE>

notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company order shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise.

         Each Security shall be dated the date of its authentication.

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

         The Company shall execute and the Trustee shall authenticate and
deliver one or more Global Securities that (i) shall represent an aggregate
amount equal to the aggregate principal amount of the Outstanding Securities
originally purchased by QIBs, (ii) shall be registered in the name of the
Depositary or the nominee of the Depositary, (iii) shall be delivered by the
Trustee to the Depositary or pursuant to the Depositary's instruction and (iv)
shall bear a legend substantially to the effect specified in Section 204 hereof
(or in the form required by the Depositary).

         The Depositary must, at all times while it serves as such Depositary,
be a clearing agency registered under the Exchange Act and any other applicable
statute or regulation.

         Any securities initially offered and sold to Institutional Accredited
Investors or in reliance on Regulation S shall be issued in the form of
Registered Individual Securities.

                                      -28-
<PAGE>

SECTION 304. Temporary Securities.

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

         If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 1002, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations. Until so exchanged the temporary Securities shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities.


SECTION 305. Registration, Registration of Transfer and Exchange.

         (a) The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 1002 being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers and exchanges of Securities. The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
securities and transfers and exchanges of Securities as herein provided.

         (b) Subject to the transfers on restrictions specified below in this
Section 305, upon surrender for registration of transfer or exchange of any
Security at an office or agency of the Company designated pursuant to Section
1002 for such purpose, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new

                                      -29-
<PAGE>

Securities of any authorized denominations and of a like aggregate principal 
amount.

         At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

         If the proposed transferor of Securities is a member of, or participant
in, the Depositary (an "Agent Member") holding a beneficial interest in the
Global Security, and the Securities transferred or exchanged are to be taken in
the form Registered Individual Securities, then subject to the restrictions on
transfers specified below in this Section 305, and upon receipt of the
instructions in accordance with the Depositary's and the Security Registrar's
procedures, the Security Registrar shall reflect on its books and records the
date and a decrease in the principal amount of the Global Security in an amount
equal to the principal amount of the beneficial interest in the Global Security
to be transferred, and the Company shall execute, and the Trustee shall
authenticate and deliver, one or more Registered Individual Securities of like
tenor and amount.

         If the proposed transferee of Securities is an Agent Member that
proposes to hold such Securities by way of a beneficial interest in the Global
Security, and the Securities to be transferred consist of Registered Individual
Securities, then subject to the restrictions on transfers specified below in
this Section 305, and upon receipt by the Security Registrar of instructions
given in accordance with the Depositary's and the Security Registrar's
procedures, the Security Registrar shall reflect on its books and records the
date and an increase in the principal amount of the Global Security in an amount
equal to the principal amount of the Registered Individual Securities to be
transferred, and the Trustee shall cancel the Registered Individual Securities
so transferred.

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

                                      -30-
<PAGE>

         (c) Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

         (d) No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of securities, other than
exchanges pursuant to Section 304, 906, 1108, 1302 or 1402 not involving any
transfer.

         (e) The Company shall not be required (i) to issue, register the
transfer of or exchange any Security during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities selected for redemption under Section 1104 and ending at the close of
business on the day of such mailing, or (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

         (f) Notwithstanding any other provision of this Section, unless and
until it is exchanged in whole or in part for Registered Individual Securities
represented thereby, a Global Security representing all or a portion of the
Securities may not be transferred except as a whole by the Depositary to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary.

         If at any time the Depositary notifies the Company that it is unwilling
or unable to continue as Depositary or if at any time the Depositary shall no
longer be eligible under Section 303, the Company shall appoint a successor
Depositary. If a successor Depositary is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such
ineligibility, the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of Registered Individual
Securities, will authenticate and deliver, Registered Individual Securities in
an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing the Securities in exchange for such Global
Security or Securities.

                                      -31-
<PAGE>

         The Company may at any time and in its sole discretion determine that
individual Securities issued in the form of one or more Global Securities shall
no longer be represented by such Global Security or Securities. In such event,
or if an Event of Default has occurred and is continuing, the Company will
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of Registered Individual Securities, will authenticate and deliver,
Registered Individual Securities in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing the
Securities in exchange for such Global Security or Securities.

         The Depositary may surrender a Global Security in exchange in whole or
part for Registered Individual Securities on such terms as are acceptable to the
Company and such Depositary. Thereupon, the Company shall execute, and the
Trustee shall authenticate and deliver,

         (i)  to each Person specified by such Depositary a new Registered
      Individual Security of any authorized denomination as requested by such
      Person in aggregate principal amount equal to and in exchange for such
      Person's beneficial interest in the Global Security; and

         (ii) to such Depositary a new Global Security in a denomination equal
      to the difference, if any, between the principal amount of the surrendered
      Global Security and the aggregate principal amount of the Registered
      Individual Securities delivered to Holders thereof.

         Upon the exchange of a Global Security for Registered Individual
Securities, such Global Security shall be canceled by the Trustee. Individual
Securities issued in exchange for a Global Security pursuant to this Section
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee.

         The Trustee and the Company shall not have any liability for the
accuracy of the instructions received from the Depositary. The Trustee shall
deliver such securities to the Persons in whose names such Securities are so
registered.

         (g) Agent Members shall have no rights under this Indenture with
respect to any Global Security held on their behalf by the Depositary, or the
Paying Agent as its

                                      -32-
<PAGE>

custodian, or under the Global Security, and the Depositary may be treated by 
the Company, the Trustee and any agent of the Company or the Trustee as the 
absolute owner of such Global Security for all purposes whatsoever.

         Neither the Company nor the Trustee shall have any responsibility or
obligation to any participant in the Depositary, any Person claiming a
beneficial ownership interest in the Securities under or through the Depositary
or any such participant, or any other Person which is not shown on the Security
Register as being a Holder, with respect to (1) the Securities; (2) the accuracy
of any records maintained by the Depositary or any such participant; (3) the
payment by the Depositary or any such participant of any amount in respect of
the principal of or premium or interest on the Securities; (4) any notice which
is permitted or required to be given to Holders of Securities under this
Indenture; (5) the selection by the Depositary or any such participant of any
Person to receive payment in the event of a partial redemption of the Securi-
ties; or (6) any consent given or other action taken by the Depositary as Holder
of Securities.

         (h) Subject to the following subsection (i) of this Section 305, every
Security issued upon transfer or exchange or replacement thereof shall bear the
Private Placement Legend and shall be subject to the restrictions on transfer
provided therein.

         (i) The restrictions described in the Private Placement Legend upon the
transferability of any Security shall cease and terminate:

                 (x) when such Security has been sold pursuant to an effective
      registration statement under the Securities Act,

                 (y) when the Company has delivered to the Trustee a Company
      Order that states that a period of at least three years has elapsed since
      the Securities were acquired by the Initial Purchaser and that the
      Security may be issued without the Private Placement Legend, or

                 (z) when such Security has otherwise been transferred in
      compliance with Rule 144 under the Securities Act (or any successor
      provision thereto).

         Any Security as to which such restrictions on transfer shall have
terminated may, upon surrender of such Security for exchange to the Security
Registrar in accordance with the provisions of this section 305, be

                                      -33-
<PAGE>

exchanged for a new Security, of like tenor and aggregate principal amount,
which shall not bear the Private Placement Legend. In the event that such
restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144 or any successor provision, in accordance with subsection (i)(z)
of this Section 305, such Security shall be accompanied by an opinion of counsel
(such counsel having experience in practice under the Securities Act and
otherwise reasonably acceptable to the Company), addressed to the Company and in
form acceptable to the Company, to the effect that the transfer of such Security
has been made in compliance with Rule 144 or such successor provision. The
Trustee shall not be liable for any action taken or omitted to be taken by it in
good faith in accordance with the aforementioned opinion of counsel or
registration statement. As used in subsections (i) and (j) of this Section 305,
the term "transfer" encompasses any sale, pledge, transfer, hypothecation or
other disposition of any Security.

         (j) So long as the restrictions on transfer of securities specified in 
this Section 305 remain in effect, the Security Registrar shall register any
proposed transfer of a Security to a QIB pursuant to Rule 144A, only if such
transfer is being made by a proposed transferor who has checked the box provided
for on the form of Security stating, or has otherwise advised the Company and
the Security Registrar in writing, that the sale has been made in compliance
with the provisions of Rule 144A to a transferee who has signed the
certification provided for on the form of Security stating, or has otherwise
advised the Company and the Security Registrar in writing, that it is purchasing
the Rule 144A Security for its own account or an account with respect to which
it exercises sole investment discretion and that it and any such account is a
QIB within the meaning of Rule 144A, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as it has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

         (k) So long as the restrictions on transfer of Securities specified in 
this Section 305 remain in effect, the Security Registrar shall register any
proposed transfer of a Registered Individual Security to a Non-U.S. Person only
upon receipt from the proposed transferor of a certificate substantially in the
form of Exhibit A hereto.

                                      -34-
<PAGE>

         (1) So long as the restrictions on transfer of Securities specified in 
this Section 305 remain in effect, the Security Registrar shall register any
proposed transfer of a Registered Individual security to an Institutional
Accredited Investor (that is not a QIB) only upon receipt from the proposed
transferee of a certificate substantially in the form of Exhibit B hereto.

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

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

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

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

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

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

                                      -35-
<PAGE>

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


SECTION 307. Payment of Interest; Interest Rights Preserved.

         Interest on any Security which is payable, and is punctually paid or 
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.

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

         (1) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Securities (or their respective
      Predecessor Securities) are registered at the close of business on a
      Special Record Date for the payment of such Defaulted Interest, which
      shall be fixed in the following manner. The Company shall notify the
      Trustee in writing of the amount of Defaulted Interest proposed to be paid
      on each Security and the date of the proposed payment, and at the same
      time the Company shall deposit with the Trustee an amount of money equal
      to the aggregate amount proposed to be paid in respect of such Defaulted
      Interest or shall make arrangements satisfactory to the Trustee for such
      deposit prior to the date of the proposed payment, such money when
      deposited to be held in trust for the benefit of the Persons entitled to
      such Defaulted Interest as in this Clause provided. Thereupon the Trustee
      shall fix a Special Record Date for the payment of such Defaulted Interest
      which shall be not more than 15 days and not less than 10 days prior to
      the date of the proposed payment and not

                                      -36-
<PAGE>

      less than 10 days after the receipt by the Trustee of the notice of the
      proposed payment. The Trustee shall promptly notify the Company of such
      Special Record Date and, in the name and at the expense of the Company,
      shall cause notice of the proposed payment of such Defaulted Interest and
      the Special Record Date therefor to be mailed, first-class postage
      prepaid, to each Holder at his address as it appears in the Security
      Register, not less than 10 days prior to such Special Record Date. Notice
      of the proposed payment of such Defaulted Interest and the Special Record
      Date therefor having been so mailed, such Defaulted Interest shall be paid
      to the Persons in whose names the Securities (or their respective
      Predecessor Securities) are registered at the close of business on such
      Special Record Date and shall no longer be payable pursuant to the
      following Clause (2).

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

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

         In the case of any Security which is converted after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than
any Security whose Maturity is prior to such Interest Payment Date), interest
whose Stated Maturity is on such Interest Payment Date shall be payable on such
Interest Payment Date notwithstanding such conversion, and such interest
(whether or not punctually paid or duly provided for) shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on such Regular Record Date. Except as
otherwise

                                      -37-
<PAGE>

expressly provided in the immediately preceding sentence, and except in the case
of any Security which is converted after having been called for redemption, 
interest whose Stated Maturity is after the date of conversion of such Security 
shall not be payable.


SECTION 308. Persons Deemed Owners.

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


SECTION 309. Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer, exchange or conversion shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee and shall be promptly cancelled by it.
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly cancelled by the Trustee. No Securities shall be authenticated
in lieu of or in exchange for any Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of as directed by a Company
Order.


SECTION 310. Computation of Interest.

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

                                      -38-
<PAGE>

                                  ARTICLE FOUR

                           Satisfaction and Discharge


SECTION 401. Satisfaction and Discharge of Indenture.

         This Indenture shall cease to be of further effect (except as to any
surviving rights of conversion, registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, on demand of and at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

         (1) either

             (A) all Securities theretofore authenticated and delivered (other
         than (i) Securities which have been destroyed, lost or stolen and which
         have been replaced or paid as provided in Section 306 and (ii)
         Securities for whose payment money has theretofore been deposited in
         trust or segregated and held in trust by the Company and thereafter
         repaid to the Company or discharged from such trust, as provided in
         Section 1003) have been delivered to the Trustee for cancellation; or

             (B) all such Securities not theretofore delivered to the Trustee
         for cancellation

                 (i)   have become due and payable, or

                 (ii)  will become due and payable at their Stated Maturity
             within one year, or

                 (iii) are to be called for redemption within one year under
             arrangements satisfactory to the Trustee for the giving of notice
             of redemption by the Trustee in the name, and at the expense, of
             the Company,

                                      -39-
<PAGE>

             and the Company, in the case of (i), (ii) or (iii) above, has
             deposited or caused to be deposited with the Trustee as trust funds
             in trust for the purpose an amount sufficient to pay and discharge
             the entire indebtedness on such Securities not theretofore
             delivered to the Trustee for cancellation, for principal (and
             premium, if any) and interest to the date of such deposit (in the
             case of Securities which have become due and payable) or to the
             Stated Maturity or Redemption Date, as the case may be;

             (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company; and

             (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Company to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.


SECTION 402. Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee. All moneys deposited with the Trustee pursuant to Section 401 (and held
by it or any Paying Agent) for the payment of Securities subsequently converted
shall be returned to the Company upon Company Request.

                                      -40-
<PAGE>

                                  ARTICLE FIVE

                                    Remedies


SECTION 501. Events of Default.

         "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be occasioned by the provisions of Article Twelve or be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

         (1) default in the payment of any interest upon any Security when it
      becomes due and payable, and continuance of such default for a period of
      30 days; or

         (2) default in the payment of the principal of (or premium, if any, on)
      any Security at its Maturity; or

         (3) default in the performance, or breach, of any covenant or warranty
      of the Company in this Indenture (other than a covenant or warranty a
      default in whose performance or whose breach is elsewhere in this Section
      specifically dealt with), and continuance of such default or breach for a
      period of 60 days after there has been given, by registered or certified
      mail, to the Company by the Trustee or to the Company and the Trustee by
      the Holders of at least 10% in principal amount of the Outstanding Securi-
      ties a written notice specifying such default or breach and requiring it
      to be remedied and stating that such notice is a "Notice of Default"
      hereunder; or

         (4) the entry by a court having jurisdiction in the premises of (A) a
      decree or order for relief in respect of the Company in an involuntary
      case or proceeding under any applicable Federal or State bankruptcy,
      insolvency, reorganization or other similar law or (B) a decree or order
      adjudging the

                                      -41-
<PAGE>

      Company a bankrupt or insolvent, or approving as properly filed a petition
      seeking reorganization, arrangement, adjustment or composition of or in 
      respect of the Company under any applicable Federal or State law, or 
      appointing a custodian, receiver, liquidator, assignee, trustee,
      sequestrator or other similar official of the Company or of any
      substantial part of its property, or ordering the winding up or
      liquidation of its affairs, and the continuance of any such decree or
      order for relief or any such other decree or order unstayed and in effect
      for a period of 60 consecutive days; or

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


SECTION 502. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default occurs and is continuing, then and in every such
      case the Trustee or the Holders of not less than 25% in principal amount
      of the outstanding

                                      -42-
<PAGE>

Securities may declare the principal of all the Securities to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal shall become
immediately due and payable.

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

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

             (A) all overdue interest on all Securities,

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

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

             (D) all sums paid or advanced by the Trustee hereunder and the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel;

     and

         (2) all Events of Default, other than the non-payment of the principal 
     of Securities which have become due solely by such declaration of 
     acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right 
consequent thereon.

                                      -43-
<PAGE>

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

             The Company covenants that if

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest, and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
borne by the Securities, and, in addition thereto, such further amount as shall
be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

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


SECTION 504. Trustee May File Proofs of Claim.

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

                                      -44-
<PAGE>

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

         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.


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

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.


SECTION 506. Application of Money Collected.

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

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

             SECOND: To the payment of the amounts then due and unpaid for 
         principal of (and

                                      -45-
<PAGE>

         premium, if any) and interest on the Securities in respect of which or 
         for the benefit of which such money has been collected, ratably, 
         without preference or priority of any kind, according to the amounts 
         due and payable on such Securities for principal (and premium, if any) 
         and interest, respectively.


SECTION 507. Limitation on Suits.

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

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

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

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

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

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

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

                                      -46-
<PAGE>

except in the manner herein provided and for the equal and ratable benefit of 
all the Holders.


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

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


SECTION 509. Restoration of Rights and Remedies.

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


SECTION 510. Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                                      -47-
<PAGE>

SECTION 511. Delay or Omission Not Waiver.

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


SECTION 512. Control by Holders.

         The Holders of a majority in principal amount of the Outstanding 
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee, provided that

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

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


SECTION 513. Waiver of Past Defaults.

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

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

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

          Upon any such waiver, such default shall cease to exist, and any 
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this 

                                      -48-
<PAGE>

Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.


SECTION 514. Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this 
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided, that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company or in any suit for the
enforcement of the right to convert any security in accordance with Article
Thirteen.

SECTION 515. Waiver of Stay or Extension Laws.

         The Company covenants (to the extent that it may lawfully do so) that 
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.



                                   ARTICLE SIX

                                   The Trustee


SECTION 601. Certain Duties and Responsibilities.

         The duties and responsibilities of the Trustee shall be as provided by 
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of

                                      -49-
<PAGE>

its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it. Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.


SECTION 602. Notice of Defaults.

         The Trustee shall give the Holders notice of any default hereunder 
known to the Trustee as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified in
Section 501(3), no such notice to Holders shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default.


SECTION 603. Certain Rights of Trustee.

         Subject to the provisions of Section 601:

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

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

         (c) whenever in the administration of this Indenture the Trustee shall
      deem it desirable that a matter be proved or established prior to
      taking, suffering or omitting any action hereunder, the Trustee (unless
      other evidence be herein specifically

                                      -50-
<PAGE>

      prescribed) may, in the absence of bad faith on its part, rely upon an
      Officers' Certificate;

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

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

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

         (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.

                                      -51-

<PAGE>

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

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use
or application by the Company of Securities or the proceeds thereof.


SECTION 605. May Hold Securities.

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


SECTION 606. Money Held in Trust.

         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 with the Company.


SECTION 607. Compensation and Reimbursement.

         The Company agrees

            (1) to pay to the Trustee from time to time reasonable compensation
      for all services rendered by it hereunder (which compensation shall not be
      limited by any provision of law in regard to the compensation of a trustee
      of an express trust);

            (2) except as otherwise expressly provided herein, to reimburse the
      Trustee upon its request for all reasonable expenses, disbursements and
      advances incurred or made by the Trustee in accordance with any provision
      of this Indenture (including the


                                      -52-

<PAGE>

      reasonable compensation and the expenses and disbursements of its
      agents and counsel), except any such expense, disbursement or advance as
      may be attributable to its negligence or bad faith; and

            (3) to indemnify the Trustee for, and to hold it harmless against,
      any loss, liability or expense incurred without negligence or bad faith on
      its part, arising out of or in connection with the acceptance or
      administration of this trust, including the costs and expenses of
      defending itself against any claim or liability in connection with the
      exercise or performance of any of its powers or duties hereunder.

SECTION 608. Disqualification; Conflicting Interests.

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


SECTION 609. Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $10,000,000 and its Corporate Trust
Office in the Borough of Manhattan, The City of New York. If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Person shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.


SECTION 610. Resignation and Removal;
             Appointment of Successor.

            (a) No resignation or removal of the Trustee and no appointment of a
      successor Trustee pursuant to this


                                          -53-
<PAGE>

      Article shall become effective until the acceptance of appointment
      by the successor Trustee in accordance with the applicable requirements of
      Section 611.

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

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

            (d) If at any time:

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

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

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

      then, in any such case, (i) the Company by a Board Resolution may remove
      the Trustee, or (ii) subject to Section 514, any Holder who has been a
      bona fide Holder of a Security for at least six months may, on behalf of
      himself and all others similarly situated, petition any court of competent
      jurisdiction for the removal of the Trustee and the appointment of a
      successor Trustee.

            (e) If the Trustee shall resign, be removed or become incapable of
      acting, or if a vacancy shall occur in the office of Trustee for any
      cause, the Company, by a Board Resolution, shall promptly appoint a
      successor Trustee. If,


                                      -54-

<PAGE>

      within one year after such resignation, removal or incapability, or the
      occurrence of such vacancy, a successor Trustee shall be appointed by Act
      of the Holders of a majority in principal amount of the Outstanding
      Securities delivered to the Company and the retiring Trustee, the
      successor Trustee so appointed shall, forthwith upon its acceptance of
      such appointment, become the successor Trustee and supersede the successor
      Trustee appointed by the Company. If no successor Trustee shall have
      been so appointed by the Company or the Holders and accepted appointment
      in the manner hereinafter provided, any Holder who has been a bona fide
      Holder of a Security for at least six months may, on behalf of himself and
      all others similarly situated, petition any court of competent
      jurisdiction for the appointment of a successor Trustee.

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

SECTION 611. Acceptance of Appointment by Successor.

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

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





                                      -55-
<PAGE>

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

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

SECTION 613. Preferential Collection
             of Claims Against Company.

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

SECTION 614. Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents which shall
be authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer, partial
conversion, partial redemption or partial repurchase or pursuant to Section 306,
and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,


                                      -56-

<PAGE>
      
having a combined capital and surplus of not less than $10,000,000 and subject
to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating
Agent shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

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

         The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this section, and the
Trustee shall be



                                      -57-

<PAGE>

entitled to be reimbursed for such payments, subject the provisions of section
607.

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

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


                             AMERICAN STOCK TRANSFER & TRUST COMPANY,
                                                              As Trustee


                             By______________________________________,
                                              As Authenticating Agent




                             By______________________________________
                                                   Authorized Officer



                                 ARTICLE SEVEN

         Holders' Lists and Reports by Trustee and Company


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

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

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

            (b) at such other times as the Trustee may request in writing,
      within 30 days after the receipt by the Company of any such request, a
      list of similar form and content



                                      -58-


<PAGE>
      as of a date not more than 15 days prior to the time such list is
      furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as security Registrar.

SECTION 702. Preservation of Information;
             Communications to Holders.

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

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

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


SECTION 703. Reports by Trustee.

            (a) The Trustee shall transmit to Holders such reports concerning
      the Trustee and its actions under this Indenture as would be required
      pursuant to the Trust Indenture Act at the times and in the manner
      provided pursuant thereto.

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





                                      -59-

<PAGE>

SECTION 704. Reports by Company.

         The Company shall file with the Trustee and the Commission, if
applicable, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as would be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to such Act;
provided that any such information, documents or reports required to be filed
with the commission pursuant to Section 13 or 15(d) of the Exchange Act shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the commission.



                                  ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease


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

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

            (1) in case the Company shall consolidate with or merge into another
      Person or convey, transfer or lease its properties and assets
      substantially as an entirety to any Person, the Person formed by such
      consolidation or into which the Company is merged or the Person which
      acquires by conveyance or transfer, or which leases, the properties and
      assets of the Company substantially as an entirety shall be a corporation,
      partnership or trust, shall be organized and validly existing under the
      laws of the United States of America, any State thereof or the District of
      Columbia and shall expressly assume, by an indenture supplemental hereto,
      executed and delivered to the Trustee, in form satisfactory to the
      Trustee, the due and punctual payment of the principal of (and premium, if
      any) and interest on all the Securities and the performance or observance
      of every


                                      -60-

<PAGE>

      covenant of this Indenture on the part of the Company to be
      performed or observed and shall have provided for conversion rights in
      accordance with Section 1311;

            (2) immediately after giving effect to such transaction and treating
      any indebtedness which becomes an obligation of the Company or a
      Subsidiary as a result of such transaction as having been incurred by the
      Company or such Subsidiary at the time of such transaction, no Event of
      Default, and no event which, after notice or lapse of time or both, would
      become an Event of Default, shall have happened and be continuing; and

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


SECTION 802. Successor Substituted.

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






                                      -61-

<PAGE>
                                  ARTICLE NINE

                             Supplemental Indentures

SECTION 901.  Supplemental Indentures Without Consent of Holders.

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

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

         (2) to add to the covenants of the Company for the benefit of the
         Holders, or to surrender any right or power herein conferred upon the
         Company; or

         (3) to secure the Companys obligations in respect of the Securities;
         or

         (4) to make provision with respect to the conversion rights of Holders
         pursuant to the requirements of Section 1311; or

         (5) to cure any ambiguity, to correct or supplement any provision
         herein which may be inconsistent with any other provision herein, or to
         make any other provisions with respect to matters or questions arising
         under this Indenture which shall not be inconsistent with the
         provisions of this Indenture, provided that such action pursuant to
         this Clause (5) shall not adversely affect the interests of the Holders
         in any material respect.

SECTION 902.  Supplemental Indentures with Consent of Holders.

         With the consent of the Holders of a majority in principal amount of
the Outstanding Securities , by Act of said Holders delivered to the Company and
the Trustee, the



                                      -62-


<PAGE>

Company, when authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security affected thereby,

            (1) change the Stated Maturity of the principal of, or any
      installment of interest on, any Security, or reduce the principal amount
      thereof or the rate of interest thereon or any premium payable upon the
      redemption thereof, or change the place of payment where, or the coin or
      currency in which, any Security or any premium or interest thereon is
      payable, or impair the right to institute suit for the enforcement of any
      such payment on or after the Stated Maturity thereof (or, in the case of
      redemption or repurchase, on or after the Redemption Date or Repurchase
      Date, as the case may be), or adversely affect the right to convert any
      Security provided in Article Thirteen (except as permitted by Section
      901(4)), or adversely affect the right to cause the Company to repurchase
      any Security pursuant to Article Fourteen, or modify the provisions of
      this Indenture with respect to the subordination or redemption of the
      Securities in a manner adverse to the Holders, or

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

            (3) modify any of the provisions of this Section or Section 513,
      except to increase any such percentage or to provide that certain other
      provisions of this Indenture cannot be modified or waived without the
      consent of the Holder of each outstanding Security affected thereby.


                                      -63-

<PAGE>

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


SECTION 903. Execution of Supplemental Indentures.

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

SECTION 904. Effect of Supplemental Indentures.

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


SECTION 905. Conformity with Trust Indenture Act.

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

SECTION 906. Reference in Securities
             to Supplemental Indentures.

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



                                      -64-

<PAGE>

the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.



                                   ARTICLE TEN

                                    Covenants


SECTION 1001. Payment of Principal, Premium and Interest.

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

SECTION 1002. Maintenance of Office or Agency.

         The Company will maintain in the Borough of Manhattan, The City of New
York an office or agency where Securities may be presented or surrendered for
payment, where Securities may be surrendered for registration of transfer or
exchange, where Securities may be surrendered for conversion and where notices
and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

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


                                      -65-



<PAGE>

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

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

         Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of (and premium, if any) or interest on
any securities, deposit with a Paying Agent a sum sufficient to pay such amount,
such sum to be held as provided by the Trust Indenture Act, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

         The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section 1003,
that such Paying Agent will

            (1) hold all sums held by it for the payment of the principal of,
      premium, if any, or interest on Securities in trust for the benefit of the
      Persons entitled thereto until such sums shall be paid to such Persons or
      otherwise disposed of as herein provided;

            (2) give the Trustee notice of any default by the Company (or any
      other obligor upon the securities) in the making of any payment of
      principal, premium, if any, or interest; and

            (3) at any time during the continuance of any such default, upon the
      written request of the Trustee, forthwith pay to the Trustee all sums so
      held in trust by such Paying Agent.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent;


                                         -66-


<PAGE>

and, upon such payment by any Paying Agent to the Trustee, such Paying Agent
shall be released from all further liability with respect to such money.

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


SECTION 1004. Statement by Officers as to Default.

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


SECTION 1005. Existence.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the


                                      -67-

<PAGE>


preservation thereof is no longer desirable in the conduct of the business of
the Company and that the loss thereof is not disadvantageous in any material
respect to the Holders.


SECTION 1006. Maintenance of Properties.

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


SECTION 1007. Payment of Taxes and Other Claims.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.


SECTION 1008. Delivery of Certain Information.

         At any time when the Company is not subject to Section 13 or 15(d) of
the Exchange Act, upon the request of a Holder or the holder of shares of Common
Stock issued upon conversion thereof, the Company will promptly furnish or cause
to be furnished Rule 144A Information (as defined below) to such Holder or such
holder of shares of Common Stock issued upon conversion of Securities, or to a


                                      -68-

<PAGE>

prospective purchaser of any such security designated by any such Holder or
holder, as the case may be, to the extent required to permit compliance by such
Holder or holder with Rule 144A under the Securities Act in connection with the
resale of any such security. "Rule 144A Information" shall be such information
as is specified pursuant to Rule 144A(d)(4) under the Securities Act.


                                 ARTICLE ELEVEN

                            Redemption of Securities

SECTION 1101. Right of Redemption.

         The Securities may be redeemed at the election of the Company, as a
whole or from time to time in part, upon not less than 30 days' or more than 60
days' notice by mail, at any time on or after September 15, 1996, at the
Redemption Prices specified in the form of Security hereinbefore set forth,
together with accrued interest to the Redemption Date.

SECTION 1102. Applicability of Article.

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

SECTION 1103. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any securities pursuant to
Section 1101 shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company of less than all the Securities, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities to be
redeemed.

SECTION 1104. Selection by Trustee of Securities to Be
              Redeemed.

         If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date


                                      -69-


<PAGE>

by the Trustee, from the Outstanding Securities not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions (equal to $1,000
or any integral multiple thereof) of the principal amount of Securities of a
denomination larger than $1,000.

         If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been converted during a selection of Securities to be redeemed shall be treated
by the Trustee as outstanding for the purpose of such selection.

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

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


SECTION 1105. Notice of Redemption.

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

         All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the Redemption Price,

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


                                      -70-



<PAGE>

            (4) that on the Redemption Date the Redemption Price will become due
      and payable upon each such Security to be redeemed and that interest
      thereon will cease to accrue on and after said date,

            (5) the conversion rate, the date on which the right to convert the
      Securities to be redeemed will terminate and the place or places where
      such Securities may be surrendered for conversion, and

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

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.


SECTION 1106. Deposit of Redemption Price.

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

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

SECTION 1107. Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption


                                      -71-


<PAGE>

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

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


SECTION 1108. Securities Redeemed in Part.

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


                                 ARTICLE TWELVE

                           Subordination of Securities


SECTION 1201. Securities Subordinate to Senior
              Indentedness.

         The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the indebtedness


                                      -72-



<PAGE>

represented by the Securities and the payment of the principal of (and premium,
if any) and interest on each and all of the Securities (including any
repurchases or payments pursuant to Article Fourteen) are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness.


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

         In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its creditors,
as such, or to its assets, or (b) any liquidation, dissolution or other winding
up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshalling of assets and liabilities of the Company, then and in any
such event specified in (a), (b) or (c) above (each such event, if any, herein
sometimes referred to as a "Proceeding") the holders of Senior Indebtedness
shall be entitled to receive payment in full of all amounts due or to become due
on or in respect of all Senior Indebtedness, or provision shall be made for such
payment in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of Senior Indebtedness, before the Holders of the Securities are
entitled to receive any payment or distribution of any kind or character,
whether in cash, property or securities (including any such payment or
distribution which may be payable or deliverable by reason of the payment of any
other indebtedness of the Company being subordinated to the payment of the
Securities), on account of principal of (or premium, if any) or interest on the
Securities or on account of any purchase (including any repurchase pursuant to
Article Fourteen) or other acquisition of Securities by the Company or any
Subsidiary of the Company (all such payments, distributions, purchases and
acquisitions herein referred to, individually and collectively, as a "Securities
Payment"), and to that end the holders of all Senior Indebtedness shall be
entitled to receive, for application to the payment thereof, any Securities
Payment which may be payable or deliverable in respect of the Securities in any
such Proceeding.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
Securities Payment before all Senior Indebtedness is paid in full or payment
thereof


                                      -73-


<PAGE>

provided for in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Indebtedness, and if such fact shall, at or prior to
the time of such Securities Payment, have been made known to the Trustee or, as
the case may be, such Holder, then and in such event such Securities Payment
shall be paid over or delivered forthwith to the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee, agent or other Person making
payment or distribution of assets of the Company for application to the payment
of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all
Senior Indebtedness in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

         For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include a payment or distribution of stock or securities
of the Company provided for by a plan of reorganization or readjustment
authorized by an order or decree of a court of competent jurisdiction in a
reorganization proceeding under any applicable bankruptcy law or of any other
corporation provided for by such plan of reorganization or readjustment which
stock or securities are subordinated in right of payment to all then outstanding
Senior Indebtedness to substantially the same extent as the Securities are so
subordinated as provided in this Article. The consolidation of the Company with,
or the merger of the Company into, another Person or the liquidation or
dissolution or the Company following the conveyance or transfer of all or
substantially all of its properties and assets as an entirety to another Person
upon the terms and conditions set forth in Article Eight shall not be deemed a
Proceeding for the purposes of this Section if the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer such properties and assets as an entirety, as the case
may be, shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions set forth in Article Eight.

SECTION 1203. Prior Payment to senior Indebtedness Upon
              Acceleration of Securities; No Payment When
              Senior Indebtedness in Default.

         In the event that any Securities are declared due and payable before
their Stated Maturity, then and in such event the holders of the Senior
Indebtedness outstanding at the time such Securities so become due and payable
shall be entitled to receive payment in full of all amounts due or to


                                      -74-


<PAGE>


become due on or in respect of all Senior Indebtedness, or provision shall be
made for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of such Senior Indebtedness, before the Holders of
the Securities are entitled to receive any Securities Payment.

         In the event and during the continuation of any default in the payment
of principal of (or premium, if any) or interest on any Senior Indebtedness
beyond any applicable grace period with respect thereto, or in the event that
any event of default with respect to any Senior Indebtedness shall have occurred
and be continuing permitting the holders of such Senior Indebtedness (or a
trustee on behalf of the holders thereof) to declare such Senior Indebtedness
due and payable prior to the date on which it would otherwise have become due
and payable, unless and until such event of default shall have been cured or
waived or shall have ceased to exist and such acceleration shall have been
rescinded or annulled, or in the event any judicial proceeding shall be pending
with respect to any such default in payment or event of default, then no
Securities Payment shall be made.

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

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


SECTION 1204. Payment Permitted If No Default.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time except during
the pendency of any Proceeding referred to in Section 1202 or under the
conditions described in Section 1203, from making Securities Payments, or (b)
the application by the Trustee of any money deposited with it hereunder to
Securities Payments or the retention of such Securities Payment by the Holders,
if, at the time of such application by the Trustee, it did not have knowledge
that such Securities Payment would have been prohibited by the provisions of
this Article.



                                      -75-


<PAGE>


SECTION 1205. Subrogation to Rights of Holders of Senior
              Indebtedness.

         Subject to the payment in full of all amounts due or to become due on
or in respect of Senior Indebtedness, or the provision for such payment in cash
or cash equivalents or otherwise in a manner satisfactory to the holders of
Senior Indebtedness, the Holders of the Securities shall be subrogated to the
extent of the payments or distributions made to the holders of Senior
Indebtedness pursuant to the provisions of this Article to the rights of the
holders of such Senior Indebtedness to receive payments and distributions of
cash, property and securities applicable to the Senior Indebtedness until the
principal of (and premium, if any) and interest on the Securities shall be paid
in full. For purposes of such subrogation, no payments or distributions to the
holders of the Senior Indebtedness of any cash, property or securities to which
the Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the provisions of
this Article to the holders of Senior Indebtedness by Holders of the Securities
or the Trustee, shall, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Securities, be deemed to be a payment
or distribution by the Company to or on account of the Senior Indebtedness.


SECTION 1206. Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and the
holders of Senior Indebtedness on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or
shall (a) impair, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Securities, the obligation of the
Company, which is absolute and unconditional (and which, subject to the rights
under this Article of the holders of Senior Indebtedness, is intended to rank
equally with all other general obligations of the Company), to pay to the
Holders of the Securities the principal of (and premium, if any) and interest
on, and to make any repurchases required by Article Fourteen of, the Securities
as and when the same shall become due and payable in accordance with their
terms; or (b) affect the relative rights against the Company of the Holders of
the Securities and creditors of the Company other than the holders of Senior
Indebtedness; or (c) prevent the Trustee or the Holder of any Security from
exercising all remedies




                                      -76-


<PAGE>

otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article of the holders of Senior Indebtedness
to receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder.


SECTION 1207. Trustee to Effectuate Subordination.

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

SECTION 1208. No Waiver of Subordination Provisions.

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

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



                                      -77-


<PAGE>

SECTION 1209. Notice to Trustee.

         The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Indebtedness or from any trustee therefor; and,
prior to the receipt of any such written notice, the Trustee, subject to the
provisions of Section 601, shall be entitled in all respects to assume that no
such facts exist; provided, however, that if the Trustee shall not have received
the notice provided for in this Section at least two Business Days prior to the
date upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of (and premium, if
any) or interest on, or amounts payable upon repurchase of, any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it within two Business Days
prior to such date.

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




                                      -78-


<PAGE>


SECTION 1210. Reliance on Judicial Order or Certificate of
              Liquidating Agent.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 601, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article.


SECTION 1211. Trustee Not Fiduciary for Holders of Senior
              Indebtedness.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall in good faith mistakenly pay over or distribute to Holders of Securities
or to the Company or to any other Person cash, property or securities to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
or otherwise.


SECTION 1212. Rights of Trustee as Holder of Senior
              Indebtedness; Preservation of Trustee's
              Rights.

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

         Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607.




                                      -79-


<PAGE>


SECTION 1213. Article Applicable to Paying Agents.

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided,
however, that Section 1212 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

SECTION 1214. Certain Conversions Deemed Payment.

         For the purposes of this Article only, (1) the issuance and delivery of
junior securities upon conversion of securities in accordance with Article
Thirteen shall not be deemed to constitute a payment of distribution on account
of the principal of or premium or interest on Securities or on account of the
purchase or other acquisition of Securities, and (2) the payment, issuance or
delivery of cash, property or securities (other than junior securities) upon
conversion of a Security shall be deemed to constitute payment on account of the
principal of such Security. For the purposes of this Section, the term "junior
securities" means (a) shares of any stock of any class of the Company and (b)
securities of the Company which are subordinated in right of payment to all
Senior Indebtedness which may be outstanding at the time of issuance or delivery
of such securities to the same extent as, or to a greater extent than, the
Securities are so subordinated as provided in this Article. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities is intended to
or shall impair, as among the company, its creditors other than holders of
Senior Indebtedness and the holders of the Securities, the right, which is
absolute and unconditional, of the Holder of any Security to convert such
Security in accordance with Article Thirteen.








                                      -80-


<PAGE>

                                ARTICLE THIRTEEN

                            Conversion of Securities


SECTION 1301. Conversion Privilege and Conversion Rate.

         Subject to and upon compliance with the provisions of this Article, at
the option of the Holder thereof, any Security or any portion of the principal
amount thereof which is $1,000 or an integral multiple of $1,000 may be
converted at the principal amount thereof, or of such portion thereof, into
fully paid and nonassessable shares (calculated as to each conversion to the
nearest 1/100 of a share) of Common Stock of the Company at the conversion rate,
determined as hereinafter provided, in effect at the time of conversion. Such
conversion right shall expire at the close of business on September 15, 2003. In
case a Security or portion thereof is called for redemption at the election of
the Company or delivered for repurchase pursuant to Article Fourteen, such
conversion right in respect of the Security or portion so called shall expire at
the close of business on the Business Day prior to the Redemption Date or the
second Trading Day preceding the Repurchase Date, as the case may be, unless the
Company defaults in making the payment due upon redemption or repurchase.

         The rate at which shares of Common Stock shall be delivered upon
conversion (herein called the "conversion rate") shall be initially 51.282
shares of Common Stock for each $1,000 principal amount of Securities. The
conversion rate shall be adjusted in certain instances as provided in this
Article.

SECTION 1302. Exercise of Conversion Privilege.

         In order to exercise the conversion privilege, the Holder of any
Security to be converted shall surrender such Security, duly endorsed or
assigned to the Company or in blank, at any office or agency of the Company
maintained for that purpose pursuant to Section 1002, accompanied by (a) written
notice to the Company at such office or agency that the Holder elects to convert
such security or, if less than the entire principal amount thereof is to be
converted, the portion thereof to be converted and (b) if any portion of such
Security not to be converted are to be issued in the name of a Person other than
the Holder thereof, and the restrictions on transfer of such Security set forth
in the Private Placement Legend remain in effect, a certification of the Holder
as to compliance with such restrictions (as


                                      -81-


<PAGE>

set forth in Section 305). Securities surrendered for conversion during the
period from the close of business on any Regular Record Date next preceding any
Interest Payment Date to the opening of business on such Interest Payment Date
shall (except in the case of Securities or portions thereof which have been
called for redemption on a Redemption Date within such period) be accompanied by
payment in New York Clearing House funds or other funds acceptable to the
Company of an amount equal to the interest payable on such Interest Payment Date
on the principal amount of Securities being surrendered for conversion. Subject
to the provisions of Section 307 relating to the payment of Defaulted Interest
by the Company, the interest payment with respect to a Security called for
redemption on a Redemption Date during the period from the close of business on
any Regular Record Date next preceding any Interest Payment Date to the opening
of business on such Interest Payment Date shall be payable on such Interest
Payment Date to the Holder of such Security at the close of business on such
Regular Record Date notwithstanding the conversion of such Security after such
Regular Record Date and prior to such Interest Payment Date, and the Holder
converting such Security need not include a payment of such interest payment
amount upon surrender of such Security for conversion. Except as provided in the
second preceding sentence and subject to the final paragraph of Section 307, no
payment or adjustment shall be made upon any conversion on account of any
interest accrued on the Securities surrendered for conversion or on account of
any dividends on the Common Stock issued upon conversion.

         Securities shall be deemed to have been converted immediately prior to
the close of business on the day of surrender of such Securities for conversion
in accordance with the foregoing provisions, and at such time the rights of the
Holders of such Securities as Holders shall cease, and the Person or Persons
entitled to receive the Common Stock issuable upon conversion shall be treated
for all purposes as the record holder or holders of such Common Stock at such
time. As promptly as practicable on or after the conversion date, the Company
shall issue and shall deliver at such office or agency a certificate or
certificates for the number of full shares of common Stock issuable upon
conversion, together with payment in lieu of any fraction of a share, as
provided in Section 1303.

         If the restrictions on transfer of a Security set forth in the Private
Placement Legend remain in effect, all shares of Common Stock delivered upon
conversion thereof shall bear a restrictive legend substantially in the
following form:

                                      -82-




<PAGE>

         THE COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN REGISTERED AND WILL NOT
BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. THE HOLDER HEREOF AGREES THAT UNTIL THE EXPIRATION OF THREE
YEARS AFTER THE ORIGINAL ISSUANCE OF THE DEBENTURE UPON THE CONVERSION OF WHICH
THE COMMON STOCK EVIDENCED HEREBY WAS ISSUED, (1) IT WILL NOT RESELL OR
OTHERWISE TRANSFER THE COMMON STOCK EVIDENCED HEREBY EXCEPT IN A TRANSACTION NOT
REQURING REGISTRATION UNDER THE SECURITIES ACT (A) TO INTERMAGNETICS GENERAL
CORPORATION OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE
UNITED STATES TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(a)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER,
FURNISHED TO AMERICAN STOCK TRANSFER & TRUST COMPANY, AS TRANSFER AGENT FOR THE
COMMON STOCK EVIDENCED HEREBY, A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE
COMMON STOCK EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM
SUCH TRANSFER AGENT), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (E) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE); (2) PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE AMERICAN STOCK
TRANSFER & TRUST COMPANY, AS TRANSFER AGENT, SUCH CERTIFICATIONS, LEGAL OPINIONS
OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER
IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (3) IT WILL DELIVER TO
EACH PERSON TO WHOM THE COMMON STOCK EVIDENCED HEREBY IS TRANFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.

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




                                      -83-


<PAGE>
      
SECTION 1303. Fractions of Shares.

         No fractional shares of Common Stock shall be issued upon conversion of
Securities. If more than one Security shall be surrendered for conversion at one
time by the same Holder, the number of full shares which shall be issuable upon
conversion thereof shall be computed on the basis of the aggregate principal
amount of the Securities (or specified portions thereof) so surrendered. Instead
of any fractional share of Common Stock which would otherwise be issuable upon
conversion of any Security or Securities (or specified portions thereof), the
Company shall pay a cash adjustment in respect of such fraction in an amount
equal to the same fraction of the daily closing price per share of Common Stock
(consistent with Section 1304(8) below) at the close of business on the day of
conversion.


SECTION 1304. Adjustment of Conversion Rate.

         (1) In case the Company shall pay or make a dividend or other
distribution on any class of capital stock of the Company in Common Stock, the
conversion rate in effect at the opening of business on the day following the
date fixed for the determination of stockholders entitled to receive such
dividend or other distribution shall be increased by dividing such conversion
rate by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for such
determination and the denominator shall be the sum of such number of shares and
the total number of shares constituting such dividend or other distribution,
such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. For the purposes of
this paragraph (1), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company but shall include
shares issuable in respect of scrip certificates issued in lieu of fractions of
shares of Common Stock. The Company will not pay any dividend or make any
distribution on shares of Common Stock held in the treasury of the Company.

         (2) In case the Company shall issue rights, options or warrants to all
holders of its Common Stock (not being available on an equivalent basis to
Holders of the Securities upon conversion) entitling them to subscribe for or
purchase shares of Common Stock at a price per share less than the current
market price per share (determined as provided in paragraph (8) of this Section)
of the Common Stock on the date fixed for the determination of


                                      -84-


<PAGE>

stockholders entitled to receive such rights, options or warrants, the
conversion rate in effect at the opening of business on the day following the
date fixed for such determination shall be increased by dividing such conversion
rate by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock which the aggregate of
the offering price of the total number of shares of Common Stock so offered for
subscription or purchase would purchase at such current market price and the
denominator shall be the number of shares of Common Stock outstanding at the
close of business on the date fixed for such determination plus the number of
shares of Common Stock so offered for subscription or purchase, such increase to
become effective immediately after the opening of business on the day following
the date fixed for such determination. For the purposes of this paragraph (2),
the number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of Common
Stock. The Company will not issue any rights or warrants in respect of shares of
Common Stock held in the options of the Company.

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

         (4) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock evidences of its indebtedness or assets
(including securities, but excluding any rights or warrants referred to in
paragraph (2) of this Section, any dividend or distribution paid exclusively in
cash and any dividend or distribution referred to in paragraph (1) of this
Section), the conversion rate shall be adjusted so that the same shall equal the
rate determined by dividing the conversion rate in effect immediately prior to
the close of business on the date fixed for the determination of stockholders
entitled to


                                      -85-


<PAGE>

receive such distribution by a fraction of which the numerator shall be the
current market price per share (determined as provided in paragraph (8) of this
Section) of the Common Stock on the date fixed for such determination less the
then fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution filed with
the Trustee) of the portion of the assets or evidences of indebtedness so
distributed applicable to one share of Common Stock and the denominator shall be
such current market price per share of the Common Stock, such adjustment to
become effective immediately prior to the opening of business on the day
following the date fixed for the determination of stockholders entitled to
receive such distribution.

         (5) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding any cash that is distributed
upon a merger or consolidation to which Section 1313 applies or as part of a
distribution referred to in paragraph (4) of this Section) in an aggregate
amount that, combined together with (I) the aggregate amount of any other
distributions to all holders of its Common Stock made exclusively in cash within
the 12 months preceding the date of payment of such distribution and in respect
of which no adjustment pursuant to this paragraph (5) has been made and (II) the
aggregate of any cash plus the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution) of consideration payable in respect of any tender offer by the
Company or any of its subsidiaries for all or any portion of the Common Stock
concluded within the 12 months preceding the date of payment of such
distribution and in respect of which no adjustment pursuant to paragraph (6) of
this Section has been made, exceeds 15% of the product of the current market
price per share of the Common Stock on the date for the determination of holders
of shares of Common Stock entitled to receive such distribution times the number
of shares of Common Stock outstanding on such date, then, and in each such case,
immediately after the close of business on such date for determination, the
conversion rate shall be increased so that the same shall equal the rate
determined by dividing the conversion rate in effect immediately prior to the
close of business on the date fixed for determination of the stockholders
entitled to receive such distribution by a fraction (i) the numerator of which
shall be equal to the current market price per share (determined as provided in
paragraph (8) of this Section) of the Common Stock on the date fixed for such
determination less an amount equal to the quotient of (x) the excess of such
combined amount over such 15% and (y) the number of shares of Common Stock

                                      -86-


<PAGE>


outstanding on such date for determination and (ii) the denominator of which
shall be equal to the current market price per share (determined as provided in
paragraph (8) of this Section) of the Common Stock on such date for
determination.

         (6) In case a tender offer made by the Company or any Subsidiary for
all or any portion of the Common Stock shall expire and such tender offer (as
amended upon the expiration thereof) shall require the payment to stockholders
(based on the acceptance (up to any maximum specified in the terms of the tender
offer) of Purchased Shares (as defined below)) of an aggregate consideration
having a fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution) that
combined together with (I) the aggregate of the cash plus the fair market value
(as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution), as of the expiration of such
tender offer, of consideration payable in respect of any other tender offer, by
the Company or any Subsidiary for all or any portion of the Common Stock
expiring within the 12 months preceding the expiration of such tender offer and
in respect of which no adjustment pursuant to this paragraph (6) has been made
and (II) the aggregate amount of any distributions to all holders of the
Company's Common Stock made exclusively in cash within 12 months preceding the
expiration of such tender offer and in respect of which no adjustment pursuant
to paragraph (5) of this Section has been made, exceeds 15% of the product of
the current market price per share of the Common Stock (determined as provided
in paragraph (8) of this Section) as of the last time (the "Expiration Time")
tenders could have been made pursuant to such tender offer (as it may be
amended) times the number of shares of Common Stock outstanding (including any
tendered shares) on the Expiration Time, then, and in each such case,
immediately prior to the opening of business on the day after the date of the
Expiration Time, the conversion rate shall be adjusted so that the same shall
equal the price determined by dividing the conversion rate immediately prior to
close of business on the date of the Expiration Time by a fraction (i) the
numerator of which shall be equal to (A) the product of (I) the current market
price per share of the Common Stock (determined as provided in paragraph (8) of
this Section) on the date of the Expiration Time and (II) the number of shares
of Common Stock outstanding (including any tendered shares) on the Expiration
Time less (B) the amount of cash plus the fair market value (determined as
aforesaid) of the aggregate consideration payable to stockholders based on the
acceptance (up to any maximum specified in the terms


                                      -87-



<PAGE>

of the tender offer) of Purchased Shares, and (ii) the denominator of which
shall be equal to the product of (A) the current market price per share of the
Common Stock (determined as provided in paragraph (8) of this Section) as of the
Expiration Time and (B) the number of shares of Common Stock outstanding
(including any tendered shares) as of the Expiration Time less the number of all
shares validly tendered and not withdrawn as of the Expiration Time (the shares
deemed so accepted up to any such maximum, being referred to as the "Purchased
Shares").

         (7) The reclassification of Common Stock into securities including
securities other than Common Stock (other than any reclassification upon a
consolidation or merger to which Section 1311 applies) shall be deemed to
involve (a) a distribution of such securities other than Common Stock to all
holders of Common Stock (and the effective date of such reclassification shall
be deemed to be "the date fixed for the determination of stockholders entitled
to receive such distribution" and the "date fixed for such determination" within
the meaning of paragraph (4) of this Section), and (b) a subdivision or
combination, as the case may be, of the number of shares of Common Stock
outstanding immediately prior to such reclassification into the number of shares
of Common Stock outstanding immediately thereafter (and the effective date of
such reclassification shall be deemed to be "the day upon which such subdivision
becomes effective" or "the day upon which such combination becomes effective",
as the case may be, and "the day upon which such subdivision or combination
becomes effective" within the meaning of paragraph (3) of this Section).

         (8) For the purpose of any computation under paragraphs (2), (4), (5)
and (6) of this Section, the current market price per share of Common Stock on
any day shall be deemed to be the average of the daily Closing Prices for the 5
consecutive Trading Days selected by the Company commencing not more than 20
Trading Days before, and ending not later than, the earlier of the day in
question and the day before the "ex" date with respect to the issuance or
distribution requiring such computation. The "Closing Price" for each day shall
be the reported last sale price regular way or, in case no such reported sale
takes place on such day, the average of the reported closing bid and asked
prices regular way, in either case on the American Stock Exchange or, if the
Common Stock is not listed or admitted to trading on such Exchange, on the
principal national securities exchange on which the Common Stock is listed or
admitted to trading or, if not listed or admitted to trading on any national
securities exchange, on the National Association of Securities Dealers Automated


                                      -88-


<PAGE>

Quotations National Market System ("NASDAQ/NMS") or, if the Common Stock is not
listed or admitted to trading on any national securities exchange or quoted on
such National Market System, the average of the closing bid and asked prices in
the over-the-counter market as furnished by any American Stock Exchange member
firm selected from time to time by the Company for that purpose. For purposes of
this paragraph, the term "'ex' date", when used with respect to any issuance or
distribution, shall mean the first date on which the Common Stock trades regular
way on such exchange or in such market without the right to receive such
issuance or distribution.

         (9) No adjustment in the conversion rate shall be required unless such
adjustment (plus any adjustments not previously made by reason of this paragraph
(9)) would require an increase or decrease of at least 1% in such rate;
provided, however, that any adjustments which by reason of this paragraph (9)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this paragraph (9) shall be
made to the nearest cent.

         (10) The Company may make such increases in the conversion rate, in
addition to those required by paragraphs (1), (2), (3), (4), (5) and (6) of this
Section, as it considers to be advisable in order to avoid or diminish any
income tax to any holders of shares of Common Stock resulting from any dividend
or distribution of stock or issuance of rights or warrants to purchase or
subscribe for stock or from any event treated as such for income tax purposes.

SECTION 1305. Notice of Adjustments of Conversion Rate.

         Whenever the conversion rate is adjusted as herein provided:

            (a) the Company shall compute the adjusted conversion rate in
      accordance with Section 1304 and shall prepare a certificate signed by the
      Treasurer of the Company setting forth the adjusted conversion rate and
      showing in reasonable detail the facts upon which such adjustment is
      based, and such certificate shall forthwith be filed at each office or
      agency maintained for the purpose of conversion of securities pursuant to
      Section 1002; and

            (b) a notice stating that the conversion rate has been adjusted and
      setting forth the adjusted conversion


                                      -89-

<PAGE>

      rate shall forthwith be required, and as soon as practicable after
      it is required, such notice shall be mailed by the Company to all Holders
      at their last addresses as they shall appear in the Security Register.


SECTION 1306. Notice of Certain Corporate Action.

          In case:

            (a) the Company shall declare a dividend (or any other distribution)
      on its Common Stock payable otherwise than in cash out of its earned
      surplus; or

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

            (c) of any reclassification of the Common Stock of the Company
      (other than a subdivision or combination of its outstanding shares of
      Common Stock), or of any consolidation, merger or share exchange to which
      the Company is a party and for which approval of any stockholders of the
      Company is required, or of the sale or transfer of all or substantially
      all of the assets of the Company; or

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

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Securities pursuant to Section 1002, and shall
cause to be mailed to all Holders at their last addresses as they shall appear
in the Security Register, at least 20 days (or 10 days in any case specified in
clause (a) or (b) above) prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, rights or warrants, or, if
a record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution, rights or warrants are to
be determined, or (y) the date on which such reclassification, consolidation,
merger, share exchange, sale, transfer, dissolution, liquidation or winding up
is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities, cash or other property deliverable


                                      -90-

<PAGE>

upon such reclassification, consolidation, merger, share exchange, sale,
transfer, dissolution, liquidation or winding up. Neither the failure to give
such notice nor any defect therein shall affect the legality or validity of the
proceedings described in clauses (a) through (d) of this Section 1306. If at the
time the Trustee shall not be the conversion agent, a copy of such notice shall
also forthwith be filed by the Company with the Trustee.


SECTION 1307. Company to Reserve Common Stock.

         The Company shall at all times reserve and keep available, free from
pre-emptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Securities, the full number of shares of
Common Stock then issuable upon the conversion of all outstanding Securities.


SECTION 1308. Taxes on Conversions.

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

SECTION 1309. Covenant as to Common-Stock.

         The Company covenants that all shares of Common Stock which may be
issued upon conversion of Securities will upon issue be newly issued (and not
treasury shares) and be duly authorized, validly issued, fully paid and
nonassessable and, except as provided in Section 1308, the Company will pay all
taxes, liens and charges with respect to the issue thereof.







                                      -91-



<PAGE>

SECTION 1310. Cancellation of Converted Securities.

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


SECTION 1311. Provisions in Case of Consolidation, Merger
              or Sale of Assets.

         In case of any consolidation of the Company with, or merger of the
Company into, any other Person, any merger of another Person into the Company
(other than a merger which does not result in any reclassification, conversion,
exchange or cancellation of outstanding shares of Common Stock of the Company)
or any sale or transfer of all or substantially all of the assets of the
Company, the Person formed by such consolidation or resulting from such merger
or which acquires such assets, as the case may be, shall execute and deliver to
the Trustee a supplemental indenture providing that the Holder of each Security
then outstanding shall have the right thereafter, during the period such
Security shall be convertible as specified in Section 1301, to convert such
Security only into the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, sale or transfer by a holder of the
number of shares of Common Stock of the Company into which such Security might
have been converted immediately prior to such consolidation, merger, sale or
transfer, assuming such holder of Common Stock of the Company is not a Person
with which the Company consolidated or into which the Company merged or which
merged into the Company or to which such sale or transfer was made, as the case
may be ("constituent Person"), or an Affiliate of a constituent Person, and
failed to exercise his rights of election, if any, as to the kind or amount of
securities, cash and other property receivable upon such consolidation, merger,
sale or transfer (provided that if the kind or amount of securities, cash and
other property receivable upon such consolidation, merger, sale or transfer is
not the same for each share of Common Stock of the Company held immediately
prior to such consolidation, merger, sale or transfer by others than a
constituent Person or an Affiliate thereof and in respect of which such rights
of election shall not have been exercised ("non-electing share"), then for the
purpose of this Section the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, sale or transfer by each
non-electing share shall be deemed to be the kind and amount so receivable per
share by a plurality of the non-electing shares). Such supplemental indenture
shall


                                      -92-



<PAGE>

provide for adjustments which, for events subsequent to the effective date of
such supplemental indenture, shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Article. The above provisions of this
Section shall similarly apply to successive consolidations, mergers, sales or
transfers.


SECTION 1312. Trustee's Disclaimer.

         The Trustee has no duty to determine when an adjustment under this
Article should be made, how it should be made or what it should be. The Trustee
makes no representation as to the validity or value of any securities or assets
issued upon conversion of Securities. The Trustee shall not be responsible for
the Company's failure to comply with this Article. Each Conversion Agent other
than the Company shall have the same protection under this Section as the
Trustee.


                                ARTICLE FOURTEEN

                  Repurchase of Securities at the Option of the
                         Holder Upon a Change in Control


SECTION 1401. Right to Require Repurchase.

         In the event that a Change in Control (as hereinafter defined) shall
occur, then each Holder shall have the right, at the Holder's option, to require
the Company to repurchase, and upon the exercise of such right the Company shall
repurchase, all of such Holder's Securities, or any portion of the principal
amount thereof that is an integral multiple of $1,000, on the date (the
"Repurchase Date") that is 45 days after the date of the Company Notice (as
defined in Section 1402) for cash at a purchase price equal to 100% of the
principal amount of the Securities to be repurchased (the "Repurchase Price"),
together in each case with accrued interest to the Repurchase Date. Such right
to require the repurchase of the Securities shall not continue after a discharge
of the Company from its obligations with respect to the Securities in accordance
with Article Four, unless a Change in Control shall have occurred prior to such
discharge.





                                      -93-



<PAGE>

SECTION 1402. Notices; Method of Exercising
              Repurchase Right, Etc.

         (a) Unless the Company shall have theretofore called for redemption all
of the Outstanding Securities, on or before the 30th day after the occurrence of
a Change in control, the Company or, at the request of the Company, the Trustee,
shall mail to all Holders a notice (the "Company Notice") of the occurrence of
the Change in Control and of the repurchase right set forth herein arising as a
result thereof. The Company shall also deliver a copy of such notice of a
repurchase right to the Trustee and cause a copy of such notice of a repurchase
right, or a summary of the information contained therein, to be published in a
newspaper of general circulation in The City of New York.

         Each notice of a repurchase right shall state:

            (1) the Repurchase Date,

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

            (3) the Repurchase Price,

            (4) a description of the procedure which a Holder must follow to
      exercise a repurchase right, and

            (5) the conversion rate then in effect, the date on which the right
      to convert the principal amount of the Securities to be repurchased will
      terminate and the place or places where such Securities may be surrendered
      for conversion.

         No failure of the Company to give the foregoing notices or defect
therein shall limit any Holder's right to exercise a repurchase right or affect
the validity of the proceedings for the repurchase of Securities.

         If any of the foregoing provisions are inconsistent with applicable
law, such law shall govern.

         (b) To exercise a repurchase right, a Holder shall deliver to the
Trustee on or before the 30th day after the date of the Company Notice (i)
written notice of the Holder's exercise of such right, which notice shall set
forth the name of the Holder, the principal amount of the Securities to be
repurchased, a statement that an election to exercise the repurchase right is
being made thereby, and (ii) the Securities with respect to which the repurchase
right is being exercised, duly endorsed for transfer to the


                                      -94-

<PAGE>

Company. Such written notice shall be irrevocable, except that the right of the 
Holder to convert the Securities with respect to which the repurchase right is 
being exercised shall continue until the close of business on the second Trading
Day preceding the Repurchase Date.

         (c) In the event a repurchase right shall be exercised in accordance
with the terms hereof, the Company shall pay or cause to be paid the Repurchase
Price in cash to the Holder on the Repurchase Date, together with accrued and
unpaid interest to the Repurchase Date payable with respect to the Securities as
to which the purchase right has been exercised; provided, however, that
installments of interest that mature on or prior to the Repurchase Date shall be
payable in cash to the Holders of such Securities, or one or more predecessor
Securities, registered as such at the close of business on the relevant Regular
Record Date according to the terms and provisions of Article Three.

         (d) If any Security surrendered for repurchase shall not be so paid on
the Repurchase Date, the principal shall, until paid, bear interest to the
extent permitted by applicable law from the Repurchase Date at the rate borne by
the Security and each Security shall remain convertible into Common Stock until
the principal of such Security shall have been paid or duly provided for.

         (e) Any security which is to be repurchased only in part shall be
surrendered to the Trustee (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities, containing identical terms and conditions,
of any authorized denomination as requested by such Holder in aggregate
principal amount equal to and in exchange for the unrepurchased portion of the
principal of the Security so surrendered.


SECTION 1403. Certain Definitions.

         For purposes of this Article Fourteen,

         (a) the term "beneficial owner" shall be determined in accordance with
Rule 13d-3, as in effect on the date of the original execution of this
Indenture, promulgated by the Securities and Exchange Commission pursuant to the
Exchange Act, as amended;

                                      -95-
<PAGE>

         (b) the term "Person", for purposes of the definition of Change in
Control, shall include any syndicate or group which would be deemed to be a
"person" under Section 13(d)(3) of the Exchange Act, as amended, as in effect on
the date of the original execution of this Indenture;

         (c) a "Change in Control" shall be deemed to have occurred at such time
as:

             (i)  any Person (other than the Company, any Subsidiary of the
                  Company or any employee benefit plan of the Company) is or
                  becomes the beneficial owner, directly or indirectly, through
                  a purchase, merger or other acquisition transaction or series
                  of transactions, of shares of capital stock of the Company
                  entitling such Person to exercise 50% or more of the total
                  voting power of all shares of capital stock of the Company
                  entitled to vote generally in the elections of directors (any
                  shares of voting stock of which such person or group is the
                  beneficial owner that are not then outstanding being deemed
                  outstanding for purposes of calculating such percentage); or

             (ii) any consolidation of the Company with, or merger of the
                  Company into, any other Person, any merger of another Person
                  into the Company, or any sale or transfer of all or
                  substantially all of the assets of the Company to another
                  Person (other than a merger (x) which does not result in any
                  reclassification, conversion, exchange or cancellation of
                  outstanding shares of Common Stock or (y) which is effected
                  solely to change the jurisdiction of incorporation of the
                  Company and results in a reclassification, conversion or
                  exchange of outstanding shares of Common Stock into solely
                  shares of Common Stock);

provided, however, that a Change in Control with respect to the Securities shall
not be deemed to have occurred if with respect to clause (ii) above, all the
consideration (excluding cash payments for fractional shares) to be paid for the
Common Stock in the transaction or transactions

                                      -96-
<PAGE>

constituting the Change in Control consists of shares of common stock traded on
a national securities exchange or quoted on the NASDAQ/NMS and as a result of
such transaction or transactions the Securities become convertible solely into
such common stock.

                            ________________________



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


                                      -97-
<PAGE>

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


                                       INTERMAGNETICS GENERAL CORPORATION


                                       By /s/ Carl H. Rosner
                                          ----------------------
                                          Name:   Carl H. Rosner
                                          Title:  President

[Seal]


Attest:


/s/ Alfred L. Goldberger
-----------------------------
Name:   Alfred L. Goldberger
Secretary



                                       AMERICAN STOCK TRANSFER &
                                         TRUST COMPANY


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

[Seal]


Attest:


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

                                      -98-
<PAGE>


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


                                       INTERMAGNETICS GENERAL CORPORATION


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

[Seal]


Attest:


-----------------------------
Name:  
Secretary



                                       AMERICAN STOCK TRANSFER &
                                         TRUST COMPANY


                                       By /s/ Herbert J. Lemmer
                                          ----------------------------
                                          Name:  Herbert J. Lemmer
                                          Title: VICE PRESIDENT

[Seal]


Attest:


/s/ Susan Silber
----------------------------
Name:   Susan Silber
Title:  ASSISTANT SECRETARY


                                      -99-
<PAGE>

State of New York  )
                      ss.:
County of Albany   )


         On the 20th day of September 1993, before me personally came Carl H. 
Rosner, to me known, who, being by me duly sworn, did depose and say that he is 
President of Intermagnetics General Corporation, one of the corporations 
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate 
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

                                         /s/ Myron E. Leach
                                         ------------------------------------
                                             MYRON E. LEACH
                                             Notary Public, State of New York
                                             Presiding in Albany County
                                             Commission Expires



                   )
                      ss.:
                   )



         On the _________ day of ________ 1993, before me personally came 
____________, to me known, who, being by me duly sworn, did depose and say
that __________________________ is ________________ of __________________,
one of the corporations described in and which executed the foregoing 
instrument; that she knows the seal of said corporation; that the seal affixed 
to said instrument is such corporate seal; that it was so affixed by authority 
of the Board of Directors of said corporation, and that she signed her name 
thereto by like authority.


                                      -100-
<PAGE>

                   )
                      ss.:
                   )


         On the ________ day of ________, 1993, before me personally came
__________________, to me known, who, being by me duly sworn, did depose and say
that he is _____________________________________ of Intermagnetics General
Corporation, one of the corporations described in and which executed the 
foregoing instrument; that he knows the seal of said corporation; that the seal 
affixed to said instrument is such corporate seal; that it was so affixed by 
authority of the Board of Directors of said corporation, and that he signed his 
name thereto by like authority.

                                                ________________________________



STATE OF NEW YORK  )
                       ss.:                                                 
COUNTY OF KINGS    )


        On the 15th day of September, 1993, before me personally came Herbert J.
Lemmer to me known, who, being by me duly sworn, did depose and say that he is 
a Vice President of American Stock Transfer & Trust Company, one of the 
corporations described in and which executed the foregoing instrument; that he 
knows the seal of said corporation; that the seal affixed to said instrument is 
such corporate seal; that it was so affixed by authority of the Board of 
Directors of said corporation, and that he signed his name thereto by like 
authority.

                                           /s/ James E. Hogan
                                           ------------------------------------
                                               JAMES E. HOGAN
                                               Notary Public, State of New York
                                               No. 30-4518684
                                               Qualified in Nassau County
                                               Commission Expires April 30, 1994


<PAGE>

                                                                       EXHIBIT A

                       Form of Certificate to be Delivered
                          in connection with Transfers
                            pursuant to Regulation S

                                                         _______________, ______


American Stock Transfer & Trust Company
40 Wall Street
New York, New York 10005
Attention: Corporate Trust Office

              Re: Intermagnetics General Corporation
                  (the "Company") 5.75% Convertible
                  Subordinated Debentures
                  Due 2003 (the "Securities")
                  ----------------------------------
Dear Sirs:

         In connection with our proposed sale of $ ______ aggregate principal 
amount of the Securities, we confirm that such sale has been effected pursuant 
to an in accordance with Regulation S under the Securities Act of 1933, as 
amended, and, accordingly we represent that:

         (1) the offer of the securities was not made to a person in the United
      States;

         (2) either (a) at the time the buy order was originated, the transferee
      was outside the United States or we and any person acting on our behalf
      reasonably believed that the transferee was outside the United States, or
      (b) the transaction was executed in, on or through the facilities of a
      designated off-shore securities market and neither we nor any person
      acting on our behalf knows that the transaction has been prearranged
      with a buyer in the United States

         (3) no directed selling efforts have been made in the United States in
      contravention of the requirements of Rule 903(b) of Regulation S, as
      applicable;

         (4) the transaction is not part of a plan or scheme to evade the
      registration requirements of the U.S. Securities Act of 1933; and

         (5) the Securities to be transferred are not in denominations smaller
      than $50,000.

In addition, if the sale is made during a restricted period and the provision of
Rule 903(c)(2) or (3) or Rule 904(l) of Regulation S are applicable thereto, we
confirm that such sale has been made in accordance with the applicable

                                       A-1
<PAGE>

provisions of Rule 903(c)(2) or (3) or Rule 904(c)(1), as the case may be.

         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 legal proceedings or official inquiry with respect
to the matters covered hereby. Terms used in this certificate have the meanings
set forth in Regulation S.

                                                     Very truly yours,



                                                     [Name of Transferor]



                                                     By: _______________________
                                                          Authorized Signature


                                       A-2
<PAGE>

                                                                       EXHIBIT B


                       Form of Certificate to be Delivered
                         in connection with Transfers to
                          Non-QIB Accredited Investors

                                                         _______________, ______


American Stock Transfer & Trust Company
40 Wall Street
New York, New York 10005
Attention: Corporate Trust Office

                 Re: Intermagnetics General Corporation
                     (the "Company") 5.75% Convertible
                     Subordinated Debentures
                     Due 2003 (the "Securities")
                     ----------------------------------
Dear Sirs:

         In connection with our proposed purchase of $______ aggregate principal
amount of the Securities, we confirm that:

             1. We understand that any subsequent transfer of the Securities is
      subject to certain restrictions and conditions set forth in the Indenture
      dated as of September 15, 1993 relating to the Securities (the
      "Indenture") and the undersigned agrees to be bound by, and not to resell,
      pledge or otherwise transfer the Securities except in compliance with,
      such restrictions and conditions and the Securities Act of 1933, as
      amended (the "Securities Act").

             2. We understand that the offer and sale of the Securities have not
      been registered under the Securities Act, and that the Securities 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 any Securities, we
      will do so only (A) to the Company or any subsidiary thereof, (B) inside
      the United States in accordance with Rule 144A under the Securities Act to
      a "qualified institutional buyer" (as defined therein), (C) inside the
      United States to an institutional "accredited investor" (as defined below)
      that, prior to such transfer, furnishes to you a signed letter
      substantially in the form of this letter, (D) outside the United States in
      accordance with Rule 904 of Regulation S under the Securities Act or (E)
      pursuant to the exemption from registration provided by Rule 144

                                       B-1
<PAGE>

      under the Securities Act, and we further agree to provide to any person 
      purchasing any of the Securities from us a notice advising such purchaser 
      that resales of the Securities are restricted as stated herein.

             3. We understand that, on any proposed resale of any Securities, 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 Securities purchased by us
      will bear a legend to the foregoing effect.

             4. We are an institutional investor and an "accredited investor"
      (as defined in Rule 501(a) of Regulation D under the Securities Act) (an
      "Accredited Investor") and understand that we may not hold any Securities
      in denominations smaller than $50,000, 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 Securities, and
      we and any accounts for which we are acting are each able to bear the
      economic risk of our or its investment. We understand that we may not
      transfer any Securities to any Accredited Investor who is not a QIB unless
      the aggregate principal amount transferred exceeds $250,000, except that
      we may transfer a smaller principal amount if such principal amount
      constitutes all of the Securities owned by us.

             5. (A) We are acquiring the Securities purchased by us for our own
      account or for one or more accounts (each of which is an Accredited
      Investor) as to each of which we exercise sole investment discretion; if
      we are purchasing for the accounts of other Accredited Investors, (1) we
      reasonably believe that each such Accredited Investor can bear the
      economic risk of its investment in the Securities and (2) we have all
      necessary authority to make the foregoing representations on behalf of,
      and to act for, each such Accredited Investor, or (B) we are a "bank",
      within the meaning of Section 3(a)(2) of the Securities Act, or a "savings
      and loan association" or other institution described in Section 3(a)(5)(A)
      of the Securities Act that is acquiring the Securities as fiduciary for
      the account of one or more institutions for which we exercise sole
      investment discretion.

             6. We are not acquiring the Securities with a view to distribution
      thereof or with any present intention of offering or selling any of the
      Securities,

                                       B-2
<PAGE>

      except pursuant to an effective registration statement under the 
      Securities Act or (a) inside the United States in accordance with Rule
      144A under the Securities Act or (b) outside the United States in
      accordance with Regulation S under the Securities Act.

         We acknowledge that you, the Issuer, and others will rely upon our
confirmations, acknowledgements and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete. We hereby irrevocably agree that this
letter or a copy hereof may be produced to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

         We hereby certify that all necessary action has been taken to authorize
the purchase of the Securities and the execution of this letter.

                                                      Very truly yours,


                                                      [Name of Transferee]


                                                      By:_______________________
                                                          Authorized Signature


                                       B-3