<PAGE>
                                                                     EXHIBIT 4.7


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


                               YELLOW CORPORATION


               3.375% Contingent Convertible Senior Notes due 2023

                                   ----------

                                    INDENTURE

                          Dated as of November 25, 2003

                                   ----------

                      Deutsche Bank Trust Company Americas


                                     TRUSTEE


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


<PAGE>

                              CROSS-REFERENCE TABLE

<Table>
<Caption>
TIA                                                                                    Indenture
Section                                                                                 Section
-------                                                                                ---------

<S>                                                                                   <C>
310  (a)(1).....................................................................        7.10
     (a)(2).....................................................................        7.10
     (a)(3).....................................................................        N.A.
     (a)(4).....................................................................        N.A.
     (a)(5).....................................................................        N.A.
     (b)........................................................................        7.08, 7.10
     (c)........................................................................        N.A.
311  (a)........................................................................        7.11
     (b)........................................................................        7.11
     (c)........................................................................        N.A.
312  (a)........................................................................        2.05
     (b)........................................................................        12.03
     (c)........................................................................        12.03
313  (a)........................................................................        7.06
     (b)(1).....................................................................        7.06
     (b)(2).....................................................................        7.06
     (c)........................................................................        7.06
     (d)........................................................................        7.06
314  (a)........................................................................        4.02, 4.03
     (b)........................................................................        N.A.
     (c)(1).....................................................................        12.04
     (c)(2).....................................................................        12.04
     (c)(3).....................................................................        N.A.
     (d)........................................................................        N.A.
     (e)........................................................................        12.05
     (f)........................................................................        N.A.
315  (a)........................................................................        7.01(b)
     (b)........................................................................        7.05
     (c)........................................................................        7.01
     (d)........................................................................        7.01(c)
     (e)........................................................................        6.11
316  (a)(1)(A)..................................................................        6.05
     (a)(1)(B)..................................................................        6.04
     (a)(2).....................................................................        N.A.
     (b)........................................................................        6.07
     (c)........................................................................        1.05(e)
317  (a)(1).....................................................................        6.08
     (a)(2).....................................................................        6.09
     (b)........................................................................        2.04
318  (a)........................................................................        N.A.
</Table>

----------

N.A. means Not Applicable

Note:    This Cross-Reference Table shall not, for any purpose, be deemed to be
         a part of the Indenture


<PAGE>

                                TABLE OF CONTENTS


<Table>
<Caption>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                            <C>

                                                      ARTICLE I

                                     DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.........................................................................................1
SECTION 1.02. Other Definitions...................................................................................5
SECTION 1.03. Incorporation by Reference of Trust Indenture Act...................................................6
SECTION 1.04. Rules of Construction...............................................................................7
SECTION 1.05. Acts of Holders.....................................................................................7

                                                     ARTICLE II

                                                   THE SECURITIES

SECTION 2.01. Form and Dating.....................................................................................8
SECTION 2.02. Execution and Authentication.......................................................................10
SECTION 2.03. Registrar, Paying Agent and Conversion Agent.......................................................10
SECTION 2.04. Paying Agent to Hold Money in Trust................................................................11
SECTION 2.05. Securityholder Lists...............................................................................11
SECTION 2.06. Transfer and Exchange..............................................................................11
SECTION 2.07. Replacement Securities.............................................................................13
SECTION 2.08. Outstanding Securities; Determinations of Holders' Action..........................................14
SECTION 2.09. Temporary Securities...............................................................................14
SECTION 2.10. Cancellation.......................................................................................15
SECTION 2.11. Persons Deemed Owners..............................................................................15
SECTION 2.12. Global Securities..................................................................................15
SECTION 2.13. CUSIP Numbers......................................................................................18

                                                     ARTICLE III

                                              REDEMPTION AND PURCHASES

SECTION 3.01. Right To Redeem; Notices To Trustee................................................................18
SECTION 3.02. Selection of Securities to Be Redeemed.............................................................18
SECTION 3.03. Notice of Redemption...............................................................................19
SECTION 3.04. Effect of Notice of Redemption.....................................................................20
SECTION 3.05. Deposit of Redemption Price........................................................................20
SECTION 3.06. Securities Redeemed in Part........................................................................20
SECTION 3.07. Reserved...........................................................................................20
SECTION 3.08. Purchase of Securities at Option of the Holder.....................................................20
</Table>


                                       -i-
<PAGE>

<Table>
<Caption>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                            <C>

SECTION 3.09. Purchase of Securities at Option of the Holder upon Change in Control..............................23
SECTION 3.10. Effect of Purchase Notice or Change in Control Purchase Notice.....................................26
SECTION 3.11. Deposit of Purchase Price or Change in Control Purchase Price......................................27
SECTION 3.12. Securities Purchased in Part.......................................................................27
SECTION 3.13. Covenant to Comply with Securities Laws upon Purchase of Securities................................27
SECTION 3.14. Repayment to the Company...........................................................................28

                                                     ARTICLE IV

                                                      COVENANTS

SECTION 4.01. Payment of Securities..............................................................................28
SECTION 4.02. SEC and Other Reports..............................................................................29
SECTION 4.03. Compliance Certificate.............................................................................29
SECTION 4.04. Further Instruments and Acts.......................................................................29
SECTION 4.05. Maintenance of Office or Agency....................................................................29
SECTION 4.06. Delivery of Certain Information....................................................................30
SECTION 4.07. Tax Treatment of Securities........................................................................30
SECTION 4.08. Liquidated Damages.................................................................................31

                                                      ARTICLE V

                                                SUCCESSOR CORPORATION

SECTION 5.01. When the Company May Merge or Transfer Assets......................................................31

                                                     ARTICLE VI

                                                DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default..................................................................................32
SECTION 6.02. Defaults and Remedies..............................................................................33
SECTION 6.03. Other Remedies.....................................................................................34
SECTION 6.04. Waiver of Past Defaults............................................................................34
SECTION 6.05. Control by Majority................................................................................35
SECTION 6.06. Limitation on Suits................................................................................35
SECTION 6.07. Rights of Holders to Receive Payment...............................................................35
SECTION 6.08. Collection Suit by Trustee.........................................................................36
SECTION 6.09. Trustee May File Proofs of Claim...................................................................36
SECTION 6.10. Priorities.........................................................................................37
SECTION 6.11. Undertaking for Costs..............................................................................37
SECTION 6.12. Waiver of Stay, Extension or Usury Laws............................................................37
</Table>


                                      -ii-
<PAGE>

<Table>
<Caption>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                            <C>

                                                     ARTICLE VII

                                                       TRUSTEE

SECTION 7.01. Duties of Trustee..................................................................................38
SECTION 7.02. Rights of Trustee..................................................................................39
SECTION 7.03. Individual Rights of Trustee.......................................................................41
SECTION 7.04. Trustee's Disclaimer...............................................................................41
SECTION 7.05. Notice of Defaults.................................................................................41
SECTION 7.06. Reports by Trustee to Holders......................................................................41
SECTION 7.07. Compensation and Indemnity.........................................................................42
SECTION 7.08. Replacement of Trustee.............................................................................42
SECTION 7.09. Successor Trustee by Merger........................................................................43
SECTION 7.10. Eligibility; Disqualification......................................................................43
SECTION 7.11. Preferential Collection of Claims Against Company..................................................44

                                                    ARTICLE VIII

                                               DISCHARGE OF INDENTURE

SECTION 8.01. Discharge of Liability on Securities...............................................................44
SECTION 8.02. Repayment to the Company...........................................................................44

                                                     ARTICLE IX

                                                     AMENDMENTS

SECTION 9.01. Without Consent of Holders.........................................................................44
SECTION 9.02. With Consent of Holders............................................................................45
SECTION 9.03. Compliance with Trust Indenture Act................................................................46
SECTION 9.04. Revocation and Effect of Consents..................................................................46
SECTION 9.05. Notation on or Exchange of Securities..............................................................47
SECTION 9.06. Trustee to Sign Supplemental Indentures............................................................47
SECTION 9.07. Effect of Supplemental Indentures..................................................................47

                                                      ARTICLE X

                                                     CONVERSIONS

SECTION 10.01. Conversion Privilege..............................................................................47
SECTION 10.02. Conversion Procedure..............................................................................50
SECTION 10.03. Adjustments Below Par Value.......................................................................52
SECTION 10.04. Taxes on Conversion...............................................................................52
SECTION 10.05. Company to Provide Stock..........................................................................52
SECTION 10.06. Adjustment of Conversion Price....................................................................54
</Table>


                                      -iii-
<PAGE>

<Table>
<Caption>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                            <C>

SECTION 10.07. No Adjustment.....................................................................................58
SECTION 10.08. Equivalent Adjustments............................................................................59
SECTION 10.09. Adjustment for Tax Purposes.......................................................................59
SECTION 10.10. Notice of Adjustment..............................................................................59
SECTION 10.11. Notice of Certain Transactions....................................................................59
SECTION 10.12. Effect of Reclassification, Consolidation, Merger, Share Exchange or Sale on Conversion Privilege.60
SECTION 10.13. Trustee's Disclaimer..............................................................................61
SECTION 10.14. Voluntary Reduction...............................................................................61
SECTION 10.15. Simultaneous Adjustments..........................................................................61

                                                     ARTICLE XI

                                                     GUARANTEES

SECTION 11.01. Guarantees........................................................................................62
SECTION 11.02. Limitation on Liability...........................................................................65
SECTION 11.03. Execution and Delivery of Guarantees..............................................................65
SECTION 11.04. When a Guarantor May Merge, etc...................................................................66
SECTION 11.05. No Waiver.........................................................................................66
SECTION 11.06. Modification......................................................................................66
SECTION 11.07. Release of Guarantor..............................................................................66
SECTION 11.08. Execution of Supplemental Indentures for Future Guarantors........................................67

                                                     ARTICLE XII

                                                    MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls......................................................................67
SECTION 12.02. Notices...........................................................................................67
SECTION 12.03. Communication by Holders with Other Holders.......................................................68
SECTION 12.04. Certificate and Opinion as to Conditions Precedent................................................69
SECTION 12.05. Statements Required in Certificate or Opinion.....................................................69
SECTION 12.06. Separability Clause...............................................................................70
SECTION 12.07. Rules by Trustee, Paying Agent, Conversion Agent and Registrar....................................70
SECTION 12.08. Legal Holidays....................................................................................70
SECTION 12.09. Governing Law.....................................................................................70
SECTION 12.10. No Recourse Against Others........................................................................70
SECTION 12.11. Successors........................................................................................70
SECTION 12.12. Multiple Originals................................................................................71
</Table>


                                       -iv-
<PAGE>


EXHIBITS

Exhibit A-1 - Form of Global Security
Exhibit A-2 - Form of Certificated Security
Exhibit B   - Transfer Certificate
Exhibit C   - Form of Supplemental Indenture



                                       -v-
<PAGE>

                  INDENTURE dated as of November 25, 2003 between YELLOW
CORPORATION, a Delaware corporation (the "Company"), certain of the Company's
subsidiaries signatory hereto (each a "Guarantor," collectively, the
"Guarantors") and Deutsche Bank Trust Company Americas, a New York banking
corporation duly organized and existing under the laws of the State of New York
(the "Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's
3.375% Contingent Convertible Senior Notes Due 2023 ("Notes"):

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.01. Definitions.

                  "144A Global Security" means a Global Security in the form of
the Security attached hereto as Exhibit A-1 that is deposited with and
registered in the name of the Depositary, representing Securities sold in
reliance on Rule 144A under the Securities Act.

                  "Adjusted Net Assets" of a Guarantor at any date means the
amount by which the fair value of the assets and Property of such Guarantor
exceeds the total amount of liabilities, including, without limitation,
contingent liabilities (after giving effect to all other fixed and contingent
liabilities incurred or assumed on such date), but excluding liabilities under
its Guarantee, of such Guarantor at such date.

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

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

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



                                      -1-
<PAGE>

                  "Board Resolution" means a copy of one or more resolutions,
certified by an Officer of the Company to have been duly adopted or consented to
by the applicable Board of Directors and to be in full force and effect, and
delivered to the Trustee.

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

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

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

                  "Common Stock" shall mean shares of the Company's Common
Stock, $1.00 par value per share, as they exist on the date of this Indenture or
any other shares of Capital Stock of the Company into which the Common Stock
shall be reclassified or changed.

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

                  "Company Order" means a written request or order signed in the
name of the Company by any two Officers and delivered to the Trustee.

                  "Corporate Trust Office" means the office of the Trustee at
which at any time the trust created by this Indenture shall be administered,
which office at the date hereof is located at 60 Wall Street, New York, New York
10005, Attention: Corporate Trust and Agency Services, or such other address as
the Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust office of any successor Trustee (or
such other address as a successor Trustee may designate from time to time by
notice to the Holders and the Company).

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

                  "Domestic Subsidiary" means a Subsidiary incorporated or
otherwise organized or existing under the laws of the United States, any state
thereof, the District of Columbia or any territory or possession of the United
States.

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



                                      -2-
<PAGE>

                  "Global Securities" means Securities that are in the form of
the Securities attached hereto as Exhibit A-1, and to the extent that such
Securities are required to bear the Legend required by Section 2.06 such
Securities will be in the form of a 144A Global Security.

                  "Guarantee" means an unconditional guaranty of the Notes given
by any Subsidiary pursuant to the provisions of Article 11 of this Indenture.

                  "Guarantor" means (i) Yellow Dot Com Subsidiary, Inc.,
Meridian IQ, LLC, Yellow GPS, LLC, Globe.com Lines, Inc., MegaSys, Inc., Yellow
Transportation, Inc., Mission Supply Co., Yellow Technologies, Inc., Yellow
Redevelopment Corp., and Yellow Relocation Services, Inc., (ii) each Subsidiary
that executes and delivers a Guarantee pursuant to Section 11.08 hereof and
(iii) each Subsidiary that otherwise executes and delivers a Guarantee, in each
case, until such time as such Subsidiary is released from its Guarantee in
accordance with the provisions of this Indenture.

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

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

                  "Initial Purchasers" shall mean Deutsche Bank Securities Inc.,
Banc One Capital Markets, Inc., Fleet Securities, Inc. and SunTrust Capital
Markets, Inc.

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

                  "Liquidated Damages" has the meaning set forth in the
Registration Rights Agreement dated as of November 25, 2003 among the Company,
the Guarantors party thereto and the Initial Purchasers.

                  "Obligations" means, with respect to any indebtedness, any
obligation thereunder, including, without limitation, principal, premium and
interest (including post-petition interest thereon), penalties, fees, cost,
expenses, indemnifications, reimbursements, damages and other liabilities.

                  "Officer" means the Vice Chairman and Chief Executive Officer,
any Executive Vice President, any Senior Vice President, any Vice President, the
Chief Financial Officer, the Treasurer, the Secretary or any Assistant Secretary
of the Company.

                  "Officers' Certificate" means a written certificate containing
the information specified in Sections 12.04 and 12.05, signed in the name of the
Company by any two Officers, and delivered to the Trustee. An Officers'
Certificate given pursuant to Section 4.03 shall be



                                      -3-
<PAGE>

signed by the Treasurer or Chief Financial Officer of the Company but need not
contain the information specified in Sections 12.04 and 12.05.

                  "Opinion of Counsel" means a written opinion containing the
information specified in Section 12.04 and 12.05, from legal counsel who is
acceptable to the Trustee in its reasonable discretion. The counsel may be an
employee of, or counsel to, the Company or the Trustee.

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

                  "Principal Amount" or "principal amount" of a Security means
the Principal Amount as set forth on the face of the Security.

                  "Redemption Date" or "redemption date" shall mean the date
specified for redemption of the Securities in accordance with the terms of the
Securities and this Indenture.

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

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

                  "Restricted Security" means a Security required to bear the
restrictive legend set forth in the form of Security set forth in Exhibits A-1
and A-2 of this Indenture.

                  "Rule 144A" means Rule 144A under the Securities Act (or any
successor provision), as it may be amended from time to time.

                  "SEC" means the Securities and Exchange Commission.

                  "Security" or "Securities" means any of the Company's 3.375%
Contingent Convertible Senior Notes Due 2023, as amended or supplemented from
time to time, issued under this Indenture.

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

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



                                      -4-
<PAGE>

                  "Significant Subsidiary" has the meaning ascribed to such term
in Regulation S-X (17 CFR Part 210).

                  "Stated Maturity" when used with respect to any Security,
means the date specified in such Security as the fixed date on which an amount
equal to the Principal Amount of such Security is due and payable.

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

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

                  "Trading Day" means a day during which trading in securities
generally occurs on the National Association of Securities Dealers Automated
Quotation System or, if the Common Stock is not quoted on the National
Association of Securities Dealers Automated Quotation System, on the principal
other market on which the Common Stock is then traded.

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

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

                  SECTION 1.02. Other Definitions.

<Table>
<Caption>
                 Term                                                                    Defined in Section
                 ----                                                                    ------------------
<S>                                                                                      <C>
                 95% Trading Condition............................................             10.01(c)
                 Act..............................................................              1.05(a)
                 Agent Members....................................................              2.12(e)(v)
                 Aggregate Market Premium.........................................             10.06(d)
                 Beneficial owner.................................................              3.09(a)
                 Cash.............................................................              3.08(b)
                 Change in Control................................................              3.09(a)
                 Change in Control Purchase Date..................................              3.09(a)
                 Change in Control Purchase Notice................................              3.09(c)
</Table>


                                      -5-
<PAGE>

<Table>
<Caption>
                 Term                                                                    Defined in Section
                 ----                                                                    ------------------
<S>                                                                                      <C>
                 Change in Control Purchase Price.................................              3.09(a)
                 Closing Price....................................................             10.06(e)
                 Common Stock Market Capitalization...............................             10.06(e)
                 Company Notice...................................................              3.08(c)
                 Company Notice Date..............................................              3.08(c)
                 Continuing Directors.............................................              3.09(a)
                 Conversion Agent.................................................              2.03
                 Conversion Date..................................................             10.02
                 Conversion Price.................................................             10.06
                 Conversion Shares................................................             10.01
                 Depositary.......................................................              2.01(a)
                 DTC..............................................................              2.01(a)
                 Event of Default.................................................              6.01
                 Ex-Dividend Date.................................................             10.01
                 Group............................................................              3.09(a)(i)
                 Legal Holiday....................................................             12.08
                 Legend...........................................................              2.06(f)
                 Notice of Default................................................              6.01
                 Paying Agent.....................................................              2.03
                 Pre-Dividend Sale Price..........................................             10.06(g)
                 Principal Value Conversion.......................................             10.02
                 Principal Value Conversion Notice................................             10.02
                 Purchase Date....................................................              3.08(a)
                 Purchase Notice..................................................              3.08(a)
                 Purchase Price...................................................              3.08(a)
                 QIBS.............................................................              2.01(a)
                 Quarter..........................................................             10.01(a)
                 Registrar........................................................              2.03
                 Rule 144A Information............................................              4.06
                 Security Trading Price...........................................             10.01
</Table>

                  SECTION 1.03. Incorporation by Reference of Trust Indenture
Act. Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Securityholder.



                                      -6-
<PAGE>

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the indenture securities means the Company.

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

                  SECTION 1.04. Rules of Construction. Unless the context
otherwise requires:

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

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

                  (c) "or" is not exclusive;

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

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

                  SECTION 1.05. Acts of Holders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of Holders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

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



                                      -7-
<PAGE>

                  The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

                           (c) The ownership of Registered Securities shall be
         proved by the register maintained by the Registrar.

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

                           (e) If the Company shall solicit from the Holders any
         request, demand, authorization, direction, notice, consent, waiver or
         other Act, the Company may, at its option, by or pursuant to a Board
         Resolution, fix in advance a record date for the determination of
         Holders entitled to give such request, demand, authorization,
         direction, notice, consent, waiver or other Act, but the Company shall
         have no obligation to do so. If such a record date is fixed, such
         request, demand, authorization, direction, notice, consent, waiver or
         other Act may be given before or after such record date, but only the
         Holders of record at the close of business on such record date shall be
         deemed to be Holders for the purposes of determining whether Holders of
         the requisite proportion of outstanding Securities have authorized or
         agreed or consented to such request, demand, authorization, direction,
         notice, consent, waiver or other Act, and for that purpose the
         outstanding Securities shall be computed as of such record date;
         provided that no such authorization, agreement or consent by the
         Holders on such record date shall be deemed effective unless it shall
         become effective pursuant to the provisions of this Indenture not later
         than six months after the record date.

                                   ARTICLE II

                                 THE SECURITIES

                  SECTION 2.01. Form and Dating. The Securities and the
Trustee's certificate of authentication shall be substantially in the forms set
forth on Exhibits A-1 and A-2, which are a part of this Indenture and
incorporated by reference herein. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage; provided that any
such notation, legend or endorsement required by usage is in a form acceptable
to the Company. The Company shall provide any such notations, legends or
endorsements to the Trustee in a Company Order. Each Security shall be dated the
date of its authentication.

                           (a) 144A Global Securities. Securities offered and
         sold to qualified institutional buyers as defined in Rule 144A ("QIBS")
         in reliance on Rule 144A shall be issued, initially in the form of a
         144A Global Security, which shall be deposited with the



                                      -8-
<PAGE>

         Trustee at its Corporate Trust Office, as custodian for the Depositary
         and registered in the name of The Depository Trust Company ("DTC") or
         the nominee thereof (such depositary, or any successor thereto, and any
         such nominee being hereinafter referred to as the "Depositary"), duly
         executed by the Company and authenticated by the Trustee as hereinafter
         provided. The aggregate principal amount of the 144A Global Securities
         may from time to time be increased or decreased by adjustments made on
         the records of the Trustee and the Depositary as hereinafter provided.

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

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

                           (c) Book-Entry Provisions. The Company shall execute
         and the Trustee shall, in accordance with this Section 2.01(c),
         authenticate and deliver initially one or more Global Securities that
         (a) shall be registered in the name of the Depositary, (b) shall be
         delivered by the Trustee to the Depositary or pursuant to the
         Depositary's instructions and (c) shall bear legends substantially to
         the following effect:

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



                                      -9-
<PAGE>

                  SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY
                  TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
                  NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
                  SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
                  RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE
                  REFERRED TO ON THE REVERSE HEREOF."

                           (d) Certificated Securities. Securities not issued as
         interests in the Global Securities will be issued in certificated form
         substantially in the form of Exhibit A-2 attached hereto.

                  SECTION 2.02. Execution and Authentication. The Securities
shall be executed on behalf of the Company by any Officer. The signature of the
Officer of the Company on the Securities may be manual or facsimile.

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

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

                  The Trustee shall authenticate and deliver Securities for
original issue in an aggregate Principal Amount of up to $150,000,000 (which
shall include the Initial Purchasers' option to purchase $20,000,000 of
additional Securities) upon a Company Order without any further action by the
Company. The aggregate Principal Amount of Securities outstanding at any time
may not exceed the amount set forth in the foregoing sentence, except as
provided in Section 2.07.

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

                  SECTION 2.03. Registrar, Paying Agent and Conversion Agent.
The Company shall maintain an office or agency where Securities may be presented
for registration of transfer or for exchange ("Registrar"), an office or agency
where Securities may be presented for purchase or payment ("Paying Agent") and
an office or agency where Securities may be presented for conversion
("Conversion Agent"). The Registrar shall keep a register of the Securities and
of their transfer and exchange. The Company may have one or more co-registrars,
one or more additional paying agents and one or more additional conversion
agents. The term Paying Agent includes any additional paying agent, including
any named pursuant to Section 4.05. The term Conversion Agent includes any
additional conversion agent, including any named pursuant to Section 4.05.



                                      -10-
<PAGE>

                  The Company shall enter into an appropriate agency agreement
with any Registrar, Paying Agent, Conversion Agent or co-registrar (other than
the Trustee). The agreement shall implement the provisions of this Indenture
that relate to such agent. The Company shall notify the Trustee by a Company
Order of the name and address of any such agent. If the Company fails to
maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as
such and shall be entitled to appropriate compensation therefor pursuant to
Section 7.07. The Company or any Subsidiary or an Affiliate of either of them
may act as Paying Agent, Registrar, Conversion Agent or co-registrar.

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

                  SECTION 2.04. Paying Agent to Hold Money in Trust. Except as
otherwise provided herein, on or prior to each due date of payments in respect
of any Security, the Company shall deposit with the Paying Agent a sum of money
(in immediately available funds if deposited on the due date) sufficient to make
such payments when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Securityholders or the Trustee all money held by the
Paying Agent for the making of payments in respect of the Securities and shall
notify the Trustee of any Default by the Company in making any such payment. At
any time during the continuance of any such Default, the Paying Agent shall,
upon the written request of the Trustee, forthwith pay to the Trustee all money
so held in trust. If the Company, a Subsidiary or an Affiliate of either of them
acts as Paying Agent, it shall segregate the money held by it as Paying Agent
and hold it as a separate trust fund. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed by it. Upon doing so, the Paying Agent shall have no further
liability for the money.

                  SECTION 2.05. Securityholder Lists. The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall cause to be furnished to the Trustee at least
semiannually on November 1 and May 1 a listing of Securityholders dated within
15 days of the date on which the list is furnished and at such other times as
the Trustee may request in writing a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of
Securityholders.

                  SECTION 2.06. Transfer and Exchange. (a) Subject to Section
2.12 hereof, upon surrender for registration of transfer of any Securities,
together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Securityholder or such Securityholder's attorney duly
authorized in writing, at the office or agency of the Company designated as
Registrar or co-registrar pursuant to Section 2.03, the Company shall execute
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of any authorized
denomination or denominations, of a like aggregate Principal Amount. The Company
shall not charge a service charge for any registration of transfer or



                                      -11-
<PAGE>

exchange, but the Company may require payment of a sum sufficient to pay all
taxes, assessments or other governmental charges that may be imposed in
connection with the transfer or exchange of the Securities from the
Securityholder requesting such transfer or exchange.

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

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

                           (b) Notwithstanding any provision to the contrary
         herein, so long as a Global Security remains outstanding and is held by
         or on behalf of the Depositary, transfers of a Global Security, in
         whole or in part, shall be made only in accordance with Section 2.12
         and this Section 2.06(b). Transfers of a Global Security shall be
         limited to transfers of such Global Security in whole, or in part, to
         nominees of the Depositary or to a successor of the Depositary or such
         successor's nominee.

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

                           (d) Any Registrar appointed pursuant to Section 2.03
         hereof shall provide to the Trustee such information as the Trustee may
         reasonably require in connection with the delivery by such Registrar of
         Securities upon transfer or exchange of Securities.

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

                           (f) If Securities are issued upon the transfer,
         exchange or replacement of Securities subject to restrictions on
         transfer and bearing the legends set forth on the forms of Securities
         attached hereto as Exhibits A-1 and A-2 setting forth such restrictions
         (collectively, the "Legend"), or if a request is made to remove the
         Legend on a Security, the



                                      -12-
<PAGE>

         Securities so issued shall bear the Legend, or the Legend shall not be
         removed, as the case may be, unless there is delivered to the Company
         and the Registrar such satisfactory evidence, which shall include an
         Opinion of Counsel, as may be reasonably required by the Company and
         the Registrar, that neither the Legend nor the restrictions on transfer
         set forth therein are required to ensure that transfers thereof comply
         with the provisions of Rule 144A or Rule 144 under the Securities Act
         or that such Securities are not "restricted" within the meaning of Rule
         144 under the Securities Act. Upon (i) provision of such satisfactory
         evidence, or (ii) notification by the Company to the Trustee and
         registrar of the sale of such Security pursuant to a registration
         statement that is effective at the time of such sale, the Trustee, at
         the written direction of the Company, shall authenticate and deliver a
         Security that does not bear the Legend. If the Legend is removed from
         the face of a Security and the Security is subsequently held by an
         Affiliate of the Company, the Legend shall be reinstated.

                  SECTION 2.07. Replacement Securities. If any mutilated
Security is surrendered to the Trustee, or the Company and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of any
Security, and there is delivered to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of actual knowledge by the Company or the Trustee that such Security has
been acquired by a protected purchaser (within the meaning of Section 8-303 of
the Uniform Commercial Code), the Company shall execute, and upon the Company's
written request the Trustee shall authenticate and deliver, in exchange for any
such mutilated Security or in lieu of any such destroyed, lost or stolen
Security, a new Security of like tenor and Principal Amount, bearing a number
not contemporaneously outstanding.

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

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

                  The provisions of this Section 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.



                                      -13-
<PAGE>

                  SECTION 2.08. Outstanding Securities; Determinations of
Holders' Action. Securities outstanding at any time are all the Securities
authenticated by the Trustee, except for those cancelled by it, those paid
pursuant to Section 2.07 delivered to it for cancellation and those described in
this Section 2.08 as not outstanding. A Security does not cease to be
outstanding because the Company or an Affiliate thereof holds the Security;
provided, however, that in determining whether the Holders of the requisite
Principal Amount of Securities have given or concurred in any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities of which a Responsible Officer of the Trustee
has actual knowledge to be so owned shall be so disregarded. Subject to the
foregoing, only Securities outstanding at the time of such determination shall
be considered in any such determination (including, without limitation,
determinations pursuant to Articles VI and IX).

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

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

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

                  SECTION 2.09. Temporary Securities. Pending the preparation of
definitive Securities, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities that are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as conclusively evidenced by their execution of such Securities.

                  If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the



                                      -14-
<PAGE>

temporary Securities shall be exchangeable for definitive Securities upon
surrender of the temporary Securities at the office or agency of the Company
designated for such purpose pursuant to Section 2.03, 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 2.10. Cancellation. All Securities surrendered for
payment or purchase by the Company pursuant to Article III, conversion,
redemption or registration of transfer or exchange (other than Securities
exchanged pursuant to Section 10.02), 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 that the Company may
have acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee. The Company may not issue new Securities to
replace Securities it has paid or delivered to the Trustee for cancellation or
that any Holder has converted pursuant to Article X. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of by the Trustee in accordance
with the Trustee's customary procedure.

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

                  SECTION 2.12. Global Securities. (a) A Global Security may not
be transferred, in whole or in part, to any Person other than the Depositary or
a nominee or any successor thereof, and no such transfer to any such other
Person may be registered; provided that the foregoing shall not prohibit any
transfer of a Security that is issued in exchange for a Global Security but is
not itself a Global Security. No transfer of a Security to any Person shall be
effective under this Indenture or the Securities unless and until such Security
has been registered in the name of such Person. Notwithstanding any other
provisions of this Indenture or the Securities, transfers of a Global Security,
in whole or in part, shall be made only in accordance with Section 2.06 and this
Section 2.12.

                           (b) Subject to the succeeding paragraph, every
         Security shall be subject to the restrictions on transfer provided in
         the Legend including the delivery of an Opinion of Counsel, if so
         provided. Whenever any Restricted Security is presented or



                                      -15-
<PAGE>

         surrendered for registration of transfer or for exchange for a Security
         registered in a name other than that of the Holder, such Security must
         be accompanied by a certificate in substantially the form set forth in
         Exhibit B, dated the date of such surrender and signed by the Holder of
         such Security, as to compliance with such restrictions on transfer. The
         Registrar shall not be required to accept for such registration of
         transfer or exchange any Security not so accompanied by a properly
         completed certificate.

                           (c) The restrictions imposed by the Legend upon the
         transferability of any Security shall cease and terminate when such
         Security has been sold pursuant to an effective registration statement
         under the Securities Act or transferred in compliance with Rule 144
         under the Securities Act (or any successor provision thereto) or, if
         earlier, upon the expiration of the holding period applicable to sales
         thereof under Rule 144(k) under the Securities Act (or any successor
         provision). Any Security as to which such restrictions on transfer
         shall have expired in accordance with their terms or shall have
         terminated may, upon a surrender of such Security for exchange to the
         Registrar in accordance with the provisions of this Section 2.12
         (accompanied, in the event that such restrictions on transfer have
         terminated by reason of a transfer in compliance with Rule 144 or any
         successor provision, by an Opinion of Counsel having substantial
         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), be exchanged for a new Security, of like tenor and
         aggregate Principal Amount, which shall not bear the Legend. The
         Company shall inform the Trustee of the effective date of any
         registration statement registering the Securities under the Securities
         Act. 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.

                           (d) As used in the preceding two paragraphs of this
         Section 2.12, the term "transfer" encompasses any sale, pledge,
         transfer, hypothecation or other disposition of any Security.

                           (e) The provisions of clauses (i), (ii), (iii) and
         (iv) below shall apply only to Global Securities:

                      (i) Notwithstanding any other provisions of this Indenture
                  or the Securities, a Global Security shall not be exchanged in
                  whole or in part for a Security registered in the name of any
                  Person other than the Depositary or one or more nominees
                  thereof; provided that a Global Security may be exchanged for
                  Securities registered in the names of any person designated by
                  the Depositary in the event that (x) the Depositary has
                  notified the Company that it is unwilling or unable to
                  continue as Depositary for such Global Security or such
                  Depositary has ceased to be a "clearing agency" registered
                  under the Exchange Act, and a successor Depositary is not
                  appointed by the Company within 90 days, (y) the Company has
                  provided the Depositary with written notice that it has
                  decided to



                                      -16-
<PAGE>

         discontinue use of the system of book-entry transfer through the
         Depositary or any successor Depositary or (z) an Event of Default has
         occurred and is continuing with respect to the Securities. Any Global
         Security exchanged pursuant to clause (x) or (y) above shall be so
         exchanged in whole and not in part, and any Global Security exchanged
         pursuant to clause (z) above may be exchanged in whole or from time to
         time in part as directed by the Depositary. Any Security issued in
         exchange for a Global Security or any portion thereof shall be a Global
         Security; provided that any such Security so issued that is registered
         in the name of a Person other than the Depositary or a nominee thereof
         shall not be a Global Security.

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

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

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

                  (v) Neither any members of, or participants in, the Depositary
         (collectively, the "Agent Members") nor any other Persons on whose
         behalf Agent Members may act shall have any rights under this Indenture
         with respect to any Global Security registered in the name of the
         Depositary or any nominee thereof, or under any such Global Security,
         and the Depositary or such nominee, as the case may be, may be treated
         by the Company, the Trustee and any agent of the Company or the Trustee
         as the absolute owner and holder of such Global Security for all
         purposes whatsoever. Notwithstanding the foregoing, nothing herein
         shall prevent the Company, the Trustee or any agent of the Company or
         the Trustee from giving effect to any written certification, proxy or
         other authorization



                                      -17-
<PAGE>

         furnished by the Depositary or such nominee, as the case may be, or
         impair, as between the Depositary, its Agent Members and any other
         person on whose behalf an Agent Member may act, the operation of
         customary practices of such Persons governing the exercise of the
         rights of a holder of any Security.

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

                                   ARTICLE III

                            REDEMPTION AND PURCHASES

                  SECTION 3.01. Right To Redeem; Notices To Trustee. (a)
Optional Redemption. The Company, at its option, may redeem the Securities in
accordance with the provisions of paragraphs 5 and 7 of the Securities and at
the Redemption Price specified in paragraph 5 of the Securities, together with
accrued and unpaid interest (including contingent interest, if any) and
Liquidated Damages, if any, thereon up to but not including the Redemption Date;
provided that if the Redemption Date is on or after an interest record date, but
on or prior to the related interest payment date, interest will be payable to
the Holders in whose names the Securities are registered at the close of
business on the relevant record date for payment of such interest.

                           (b) Notice to Trustee. If the Company elects to
         redeem Securities pursuant to this Section 3.01, it shall notify the
         Trustee in writing of the Redemption Date, the Principal Amount of
         Securities to be redeemed and the Redemption Price. The Company shall
         give the notice to the Trustee provided for in this Section 3.01(b) by
         a Company Order at least 45 days before the Redemption Date (unless a
         shorter notice shall be satisfactory to the Trustee).

                  SECTION 3.02. Selection of Securities to Be Redeemed. If less
than all the Securities are to be redeemed, unless the procedures of the
Depositary provide otherwise, the Trustee shall select the Securities to be
redeemed on a pro rata basis. The Trustee may select for redemption portions of
the Principal Amount of Securities that have denominations of $1,000 and
integral multiples thereof.

                  Securities and portions of them the Trustee selects shall be
in Principal Amounts of $1,000 or an integral multiple of $1,000. Provisions of
this Indenture that apply to Securities called for redemption also apply to
portions of Securities, in integral multiples of $1,000, called



                                      -18-
<PAGE>

for redemption. The Trustee shall notify the Company promptly of the Securities,
or portions of Securities, in integral multiples of $1,000 to be redeemed.

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

                  SECTION 3.03. Notice of Redemption. At least 30 days but not
more than 60 days before a Redemption Date, the Company shall mail a notice of
redemption by first-class mail, postage prepaid, to each Holder of Securities to
be redeemed.

                  The notice shall identify the Securities to be redeemed and
shall state:

                  (a) the Redemption Date;

                  (b) the Redemption Price;

                  (c) the Conversion Price;

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

                  (e) that Securities called for redemption may be converted at
         any time before the close of business on the second Business Day
         immediately preceding the Redemption Date;

                  (f) that Holders who want to convert Securities must satisfy
         the requirements set forth in paragraph 8 of the Securities;

                  (g) that Securities called for redemption must be surrendered
         to the Paying Agent to collect the Redemption Price therefor, together
         with all accrued and unpaid interest;

                  (h) if fewer than all the outstanding Securities are to be
         redeemed, the certificate numbers, if any, and Principal Amounts of the
         particular Securities to be redeemed;

                  (i) that, unless the Company defaults in making payment of
         such Redemption Price, interest, if any (including contingent interest,
         if any), and Liquidated Damages, if any, on Securities called for
         redemption will cease to accrue on and after the Redemption Date and
         the Securities will cease to be convertible; and

                  (j) the CUSIP number of the Securities.



                                      -19-
<PAGE>

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense; provided that the
Company makes such request prior to the date by which such notice of redemption
must be given to Holders in accordance with this Section 3.03 and the Company
provides the Trustee with all information required for such notice of
redemption.

                  SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is given, Securities called for redemption become due and payable on
the Redemption Date and at the Redemption Price stated in the notice, except for
Securities which are converted in accordance with the terms of this Indenture.
Upon surrender to the Paying Agent, such Securities shall be paid at the
Redemption Price stated in the notice, together with accrued and unpaid
interest, if any (including contingent interest, if any), and Liquidated
Damages, if any, thereon, up to but not including the Redemption Date.

                  SECTION 3.05. Deposit of Redemption Price. Prior to 10:00 a.m.
(New York City time) on the Redemption Date the Company shall deposit with the
Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of
them is the Paying Agent, shall segregate and hold in trust) an amount of money
in immediately available funds sufficient to pay the Redemption Price of all
Securities to be redeemed on that date, together with accrued and unpaid
interest, if any (including contingent interest, if any), and Liquidated
Damages, if any, thereon, up to but not including the Redemption Date other than
Securities or portions of Securities called for redemption that on or prior
thereto have been delivered by the Company to the Trustee for cancellation or
have been converted. The Paying Agent shall as promptly as practicable return to
the Company any money not required for that purpose because of conversion of
Securities pursuant to Article X. If such money is then held by the Company in
trust and is not required for such purpose it shall be discharged from such
trust.

                  SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder, 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 surrendered.

                  SECTION 3.07. Reserved.

                  SECTION 3.08. Purchase of Securities at Option of the Holder.
(a) General. Securities shall be purchased by the Company in accordance with the
provisions of paragraph 6 of the Securities on November 25, 2012, November 25,
2015 and November 25, 2020 (each, a "Purchase Date") at a purchase price per
Security equal to 100% of the aggregate Principal Amount of the Security (the
"Purchase Price"), together with accrued and unpaid interest (including
contingent interest, if any) and Liquidated Damages, if any, thereon, up to but
not including the Purchase Date; provided that if the Purchase Date is on or
after an interest record date but on or prior to the related interest payment
date, interest and Liquidated Damages, if any,



                                      -20-
<PAGE>

will be payable to the Holders in whose names the Securities are registered at
the close of business on the relevant record date.

                  Purchases of Securities hereunder shall be made, at the option
of the Holder thereof, upon:

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

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

                           (B) the portion of the Principal Amount of the
                  Security which the Holder will deliver to be purchased, which
                  portion must be in principal amounts at maturity of $1,000 or
                  an integral multiple thereof;

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

                  (ii) delivery of such Security to the Paying Agent prior to,
         on or after the Purchase Date (together with all necessary
         endorsements) at the offices of the Paying Agent, such delivery being a
         condition to receipt by the Holder of the Purchase Price therefor,
         together with accrued and unpaid interest, if any (including contingent
         interest, if any), and Liquidated Damages, if any; provided, however,
         that such Purchase Price, together with accrued and unpaid interest, if
         any (including contingent interest, if any), and Liquidated Damages, if
         any, shall be so paid pursuant to this Section 3.08 only if the
         Security so delivered to the Paying Agent shall conform in all respects
         to the description thereof in the related Purchase Notice, as
         determined by the Company in its sole discretion.

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 3.08, a portion of a Security if the Principal Amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

                  Any purchase by the Company contemplated pursuant to the
provisions of this Section 3.08 shall be consummated by the delivery of the
consideration to be received by the Holder promptly following the later of the
Purchase Date and the time of delivery of the Security.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice contemplated by this Section
3.08(a) shall have the right to



                                      -21-
<PAGE>

withdraw such Purchase Notice at any time prior to the close of business on the
Business Day prior to the Purchase Date by delivery of a written notice of
withdrawal to the Paying Agent at the principal office of the Paying Agent in
accordance with Section 3.10.

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

                           (b) Manner of Payment of Purchase Price. The Purchase
         Price of Securities in respect of which a Purchase Notice pursuant to
         Section 3.08 has been given shall be paid in U.S. legal tender
         ("Cash").

                           (c) Company Notice. In connection with any purchase
         of Securities pursuant to Section 3.08, the Company shall give written
         notice of the Purchase Date to the Holders (the "Company Notice"). The
         Company Notice shall be sent by first-class mail to the Trustee and to
         each Holder not less than 30 Business Days prior to any Purchase Date
         (the "Company Notice Date"). Each Company Notice shall include a form
         of Purchase Notice to be completed by a Securityholder and shall state:

                  (i) the Purchase Price and the Conversion Price;

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

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

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

                  (v) that the Purchase Price for, and any accrued and unpaid
         interest (including contingent interest, if any) and Liquidated
         Damages, if any, on any Security as to which a Purchase Notice has been
         given and not withdrawn will be paid promptly following the later of
         the Purchase Date and the time of surrender of such Security as
         described in subclause (iv) above;

                  (vi) the procedures the Holder must follow to exercise rights
         under Section 3.08 and a brief description of those rights;

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

                  (viii) the procedures for withdrawing a Purchase Notice (as
         specified in Section 3.10);



                                      -22-
<PAGE>

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

                  (x) the CUSIP number of the Securities.

At the Company's request, the Trustee shall give such Company Notice in the
Company's name and at the Company's expense; provided, however, that the Company
makes such request at least three (3) Business Days prior to the date by which
such Company Notice must be given to the Holders and that, in all cases, the
text of such Company Notice shall be prepared by the Company.

                  SECTION 3.09. Purchase of Securities at Option of the Holder
upon Change in Control. (a) If at any time that Securities remain outstanding
there shall have occurred a Change in Control (as hereinafter defined),
Securities shall be repurchased by the Company, at the option of the Holder
thereof, at a purchase price (the "Change in Control Purchase Price") equal to
the principal amount thereof plus accrued and unpaid interest, if any (including
contingent interest, if any), and Liquidated Damages, if any, thereon, up to and
including the date (the "Change in Control Purchase Date") fixed by the Company
that is not less than 45 days nor more than 60 days after the date notice is
given (as set forth in 3.09(b)), subject to satisfaction by or on behalf of the
Holder of the requirements set forth in Section 3.09(c).

                  Whenever in this Indenture there is a reference to the
principal of any Security as of any time, such reference shall be deemed to
include reference to the Change in Control Purchase Price payable in respect of
such Security to the extent that such Change in Control Purchase Price is, was
or would be payable at such time, and express mention of the Change in Control
Purchase Price in any provision of this Indenture shall not be construed as
excluding the Change in Control Purchase Price in those provisions of this
Indenture when such express mention is not made.

                  A "Change in Control" shall be deemed to have occurred at such
time after the original issuance of the Securities as any of the following
occur:

                  (i) any sale, lease, exchange or other transfer (in one
         transaction or a series of related transactions) of all or
         substantially all of the assets of the Company and its subsidiaries,
         taken as a whole, to any person or group of related persons, as defined
         in Section 13(d) of the Exchange Act (a "Group") (whether or not
         otherwise in compliance with the provisions of this Indenture);

                  (ii) the approval by the holders of Capital Stock of the
         Company of any plan or proposal for the liquidation or dissolution of
         the Company (whether or not otherwise in compliance with the provisions
         of this Indenture);



                                      -23-
<PAGE>

                  (iii) any person or Group shall become the beneficial owner of
         shares representing more than 50% of the aggregate ordinary voting
         power represented by the Company's issued and outstanding Voting Stock;
         or

                  (iv) the first day of which a majority of the members of the
         Company's Board of Directors are not Continuing Directors (as
         hereinafter defined).

                  "Beneficial Owner" shall be determined in accordance with Rule
13d-3 and Rule 13d-5 promulgated by the SEC under the Exchange Act or any
successor provision, except that a Person shall be deemed to have "beneficial
ownership" of all securities that such Person has the right to acquire, whether
exercisable immediately or only after the passage of time.

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

                           (b) Within 30 days after the occurrence of a Change
         in Control, the Company shall mail a written notice of the Change in
         Control by first-class mail to the Trustee and to each Holder (and to
         beneficial owners as required by applicable law). The notice shall
         include a form of Change in Control Purchase Notice to be completed by
         the Securityholder and shall state:

                  (i) briefly, the events causing a Change in Control and the
         date of such Change in Control;

                  (ii) the date by which the Change in Control Purchase Notice
         pursuant to this Section 3.09 must be given;

                  (iii) the Change in Control Purchase Date;

                  (iv) the Change in Control Purchase Price;

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

                  (vi) the Conversion Price and any adjustments thereto;

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

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



                                      -24-
<PAGE>

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

                  (x) briefly, the procedures the Holder must follow to exercise
         rights under this Section 3.09;

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

                  (xii) the procedures for withdrawing a Change in Control
         Purchase Notice (as specified in Section 3.10);

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

                  (xiv) the CUSIP number of the Securities.

                           (c) A Holder may exercise its rights specified in
         Section 3.09(a) upon delivery of a written notice of purchase (a
         "Change in Control Purchase Notice"), together with the Securities
         subject thereto, to the Company and the Paying Agent at any time prior
         to the close of business on the third Business Day prior to the Change
         in Control Purchase Date, stating:

                  (i) the certificate number of the Security that the Holder
         will deliver to be purchased;

                  (ii) the portion of the Principal Amount of the Security which
         the Holder will deliver to be purchased, which portion must be $1,000
         or an integral multiple thereof; and

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

                  The delivery of such Security to the Paying Agent prior to, on
or after the Change in Control Purchase Date (together with all necessary
endorsements) at the offices of the Paying Agent shall be a condition to the
receipt by the Holder of the Change in Control Purchase Price therefor;
provided, however, that such Change in Control Purchase Price shall be so paid
pursuant to this Section 3.09 only if the Security so delivered to the Paying
Agent shall conform in all respects to the description thereof set forth in the
related Change in Control Purchase Notice.

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 3.09, a portion of a Security if the Principal Amount of such
portion is $1,000 or an integral



                                      -25-
<PAGE>

multiple of $1,000. Provisions of this Indenture that apply to the purchase of
all of a Security also apply to the purchase of such portion of such Security.

                  Any purchase by the Company contemplated pursuant to the
provisions of this Section 3.09 shall be consummated by the delivery of the
consideration to be received by the Holder promptly following the later of the
Change in Control Purchase Date and the time of delivery of the Security to the
Paying Agent in accordance with this Section 3.09.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Change in Control Purchase Notice
contemplated by this Section 3.09(c) shall have the right to withdraw such
Change in Control Purchase Notice at any time prior to the close of business on
the Business Day preceding the Change in Control Purchase Date by delivery of a
written notice of withdrawal to the Paying Agent in accordance with Section
3.10.

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

                  Notwithstanding anything herein to the contrary, the Company's
obligations pursuant to this Section 3.09 shall be satisfied if a third party
makes a Change in Control offer in the manner and at the times and otherwise in
compliance in all material respects with the requirements of this Section 3.09
and purchases all Securities properly tendered and not withdrawn pursuant to the
requirements of this Section 3.09.

                  SECTION 3.10. Effect of Purchase Notice or Change in Control
Purchase Notice. Upon receipt by the Paying Agent of the Purchase Notice or
Change in Control Purchase Notice specified in Section 3.08 or Section 3.09(c),
as applicable, the Holder of the Security in respect of which such Purchase
Notice or Change in Control Purchase Notice, as the case may be, was given shall
(unless such Purchase Notice or Change in Control Purchase Notice is withdrawn
as specified in the following two paragraphs) thereafter be entitled to receive
solely the Purchase Price, together with all accrued and unpaid interest
(including contingent interest, if any) and Liquidated Damages, if any, thereon,
to but not including the Purchase Date or Change in Control Purchase Price, as
the case may be, with respect to such Security. Such Purchase Price, together
with accrued and unpaid interest, if any (including contingent interest, if
any), and Liquidated Damages, if any, thereon, to but not including the Purchase
Date or Change in Control Purchase Price, as the case may be, shall be paid to
such Holder, subject to receipt of funds and/or securities by the Paying Agent,
promptly following the later of (x) the Purchase Date or the Change in Control
Purchase Date, as the case may be, with respect to such Security (provided that
the conditions in Section 3.08 or Section 3.09(c), as applicable, have been
satisfied) and (y) the time of delivery of such Security to the Paying Agent by
the Holder thereof in the manner required by Section 3.08 or Section 3.09(c), as
applicable. Securities in respect of which a Purchase Notice or Change in
Control Purchase Notice, as the case may be, has been given by the Holder
thereof may not be converted pursuant to Article X hereof on or after the date
of the delivery of such Purchase Notice or Change in Control Purchase Notice, as
the case may be, unless



                                      -26-
<PAGE>

such Purchase Notice or Change in Control Purchase Notice, as the case may be,
has first been validly withdrawn as specified in the following paragraph.

                  A Purchase Notice or Change in Control Purchase Notice, as the
case may be, may be withdrawn by means of a written notice of withdrawal
delivered to the office of the Paying Agent in accordance with the Purchase
Notice or Change in Control Purchase Notice, as the case may be, at any time
prior to the close of business on the Business Day prior to the Purchase Date or
prior to the close of business on the Change in Control Purchase Date, as the
case may be, specifying:

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

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

                  (iii) the Principal Amount, if any, of such Security which
         remains subject to the original Purchase Notice or Change in Control
         Purchase Notice, as the case may be, and which has been or will be
         delivered for purchase by the Company.

                  SECTION 3.11. Deposit of Purchase Price or Change in Control
Purchase Price. Prior to 10:00 a.m. (New York City time) on the Business Day
prior to the Purchase Date or the Change in Control Purchase Date, as the case
may be, the Company shall deposit with the Trustee or with the Paying Agent (or,
if the Company or a Subsidiary or an Affiliate of either of them is acting as
the Paying Agent, shall segregate and hold in trust as provided in Section 2.04)
an amount of money (in immediately available funds if deposited on such Business
Day) sufficient to pay the aggregate Purchase Price, together with all accrued
and unpaid interest (including contingent interest, if any) and Liquidated
Damages, if any, thereon, to but not including the Purchase Date or Change in
Control Purchase Price, as the case may be, of all the Securities or portions
thereof which are to be purchased as of the Purchase Date or Change in Control
Purchase Date, as the case may be.

                  SECTION 3.12. Securities Purchased in Part. Any Certificated
Security that is to be purchased only in part shall be surrendered at the office
of the Paying Agent (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing) and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security, without
service charge, a new Security or Securities, of any authorized denomination as
requested by such Holder in aggregate Principal Amount equal to, and in exchange
for, the portion of the Principal Amount of the Security so surrendered which is
not purchased.

                  SECTION 3.13. Covenant to Comply with Securities Laws upon
Purchase of Securities. When complying with the provisions of Section 3.08 or
3.09 hereof (provided that



                                      -27-
<PAGE>

such offer or purchase constitutes an "issuer tender offer" for purposes of Rule
13e-4 (which term, as used herein, includes any successor provision thereto)
under the Exchange Act at the time of such offer or purchase), the Company shall
(i) comply in all material respects with Rule 13e-4 and Rule 14e-1 under the
Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form
or report) under the Exchange Act, and (iii) otherwise comply in all material
respects with all Federal and state securities laws so as to permit the rights
and obligations under Section 3.08 or 3.09 to be exercised in the time and in
the manner specified in Section 3.08 or 3.09.

                  SECTION 3.14. Repayment to the Company. The Trustee and the
Paying Agent shall return to the Company any cash that remains unclaimed as
provided in paragraph 11 of the Securities, together with interest or dividends,
if any, thereon (subject to the provisions of Section 7.01(f)), held by them for
the payment of the Purchase Price or Change in Control Purchase Price, as the
case may be, and accrued and unpaid interest, if any (including contingent
interest, if any), and Liquidated Damages, if any; provided, however, that to
the extent that the aggregate amount of cash deposited by the Company pursuant
to Section 3.11 exceeds the aggregate Purchase Price or Change in Control
Purchase Price, as the case may be, of the Securities or portions thereof which
the Company is obligated to purchase as of the Purchase Date or Change in
Control Purchase Date, as the case may be, and accrued and unpaid interest
thereon, if any (including contingent interest, if any), and Liquidated Damages,
if any then, unless otherwise agreed in writing with the Company, promptly after
the Business Day following the Purchase Date or Change in Control Purchase Date,
as the case may be, the Trustee shall return any such excess to the Company
together with interest or dividends, if any, thereon (subject to the provisions
of Section 7.01(f)).

                                   ARTICLE IV

                                    COVENANTS

                  SECTION 4.01. Payment of Securities. The Company shall
promptly make all payments in respect of the Securities on the dates and in the
manner provided in the Securities or pursuant to this Indenture. Any amounts to
be given to the Trustee or Paying Agent, as the case may be, shall be deposited
with the Trustee or Paying Agent, as the case may be, in immediately available
funds by 10:00 a.m. (New York City time) by the Company. Interest installments,
Liquidated Damages, Principal Amount, Redemption Price, Purchase Price, Change
in Control Purchase Price and interest, if any, due on overdue amounts shall be
considered paid on the applicable date due if at 10:00 a.m. (New York City time)
on such date (or, in the case of a Purchase Price or Change in Control Purchase
Price, on the Business Day following the applicable Purchase Date or Change in
Control Purchase Date, as the case may be) the Trustee or the Paying Agent, as
the case may be, holds, in accordance with this Indenture, money sufficient to
pay all such amounts then due.



                                      -28-
<PAGE>

                  The Company shall, to the extent permitted by law, pay
interest on overdue amounts at the rate per annum set forth in paragraph 1 of
the Securities, compounded semiannually, which interest shall accrue from the
date such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in addition to the continued accrual of interest on the
Securities.

                  SECTION 4.02. SEC and Other Reports. The Company shall file
with the Trustee, within 15 days after it files such annual and quarterly
reports, information, documents and other reports with the SEC, copies of its
annual report and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time
no longer subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, it shall continue to provide the Trustee with reports containing
substantially the same information as would have been required to be filed with
the SEC had the Company continued to have been subject to such reporting
requirements. In such event, such reports shall be provided to the Trustee at
the times the Company would have been required to provide reports had it
continued to have been subject to such reporting requirements. Delivery of such
reports, information and documents is for informational purposes only and the
Trustee's receipt of such shall not constitute notice or constructive notice of
any information contained therein or determinable from information contained
therein.

                  SECTION 4.03. Compliance Certificate. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company (beginning with the fiscal year ended December 31, 2003) an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and if the Company shall be
in default, specifying all such Defaults and the nature and status thereof of
which they may have knowledge.

                  SECTION 4.04. Further Instruments and Acts. Upon request of
the Trustee, the Company will execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

                  SECTION 4.05. Maintenance of Office or Agency. The Company
will maintain in the Borough of Manhattan, The City of New York, an office or
agency of the Trustee, Registrar, Paying Agent and Conversion Agent where
Securities may be presented or surrendered for payment, where Securities may be
surrendered for registration of transfer, exchange, purchase, redemption or
conversion and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served. The Corporate Trust Office of
the Trustee shall initially be such office or agency for all of the aforesaid
purposes. The Company shall give prompt written notice to the Trustee of the
location, and of any change in the location, of any



                                      -29-
<PAGE>

such office or agency (other than a change in the location of the office of the
Trustee). If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 12.02.

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

                  SECTION 4.06. Delivery of Certain Information. At any time
when the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon
the request of a Holder or any beneficial owner of Securities or holder or
beneficial owner of Common Stock delivered upon conversion thereof, the Company
will promptly furnish or cause to be furnished Rule 144A Information (as defined
below) to such Holder or any beneficial owner of Securities or holder or
beneficial owner of Common Stock, or to a prospective purchaser of any such
security designated by any such holder, as the case may be, to the extent
required to permit compliance by such Holder or holder with Rule 144A under the
Securities Act in connection with the resale of any such security. "Rule 144A
Information" shall be such information as is specified pursuant to Rule
144A(d)(4) under the Securities Act or any successor provisions. Whether a
person is a beneficial owner shall be determined by the Company to the Company's
reasonable satisfaction.

                  SECTION 4.07. Tax Treatment of Securities. The Company and the
Holders, by purchasing the Securities, agree that (i) the Securities will be
treated as indebtedness for United States federal income tax purposes that is
subject to the Treasury Regulations governing contingent payment debt
instruments , (ii) each Holder shall be bound by the Company's application of
the contingent payment debt regulations to the Securities, including the 8.10%
rate compounded semi-annually at which interest will be deemed to accrue on the
Securities for United States federal income tax purposes, (iii) each Holder
shall use the projected payment schedule with respect to the Securities, which a
Holder may obtain by submitting a written request to the Company, to determine
such Holder's interest accruals and adjustments, and (iv) the Company and each
Holder will not take any position on a tax return inconsistent with (i), (ii),
or (iii), unless required by applicable law.

                  Holders will be required to accrue interest based on the rate
at which the Company would issue a fixed rate nonconvertible debt instrument
with no contingent payments, but with terms and conditions otherwise comparable
to those of the Securities, which has been determined to be 8.10% compounded
semi-annually. Accordingly, Holders will be required to include interest in
taxable income in each year in excess of any interest payments (whether fixed or
contingent) actually received in that year.

                  Upon a sale, purchase by the Company at the option of a
Holder, exchange, conversion or redemption of the Securities, a Holder will
recognize gain or loss equal to the



                                      -30-
<PAGE>

difference between such Holder's amount realized and the adjusted tax basis in
the Securities held by such Holder. The amount realized by a Holder will
include, in the case of a conversion, the fair market value of the Common Stock
received by such Holder. Any gain on a sale, purchase by the Company at the
option of a Holder, exchange, conversion or redemption of the Securities will be
treated as ordinary interest income.

                  SECTION 4.08. Liquidated Damages. If at any time Liquidated
Damages become payable by the Company pursuant to the Registration Rights
Agreement, the Company shall promptly deliver to the Trustee an Officers'
Certificate to that effect and stating (i) the amount of such Liquidated Damages
that are payable and (ii) the date on which such damages are payable pursuant to
the terms of the Registration Rights Agreement. Unless and until a Responsible
Officer of the Trustee receives such Officers' Certificate, the Trustee may
assume without inquiry that no Liquidated Damages are payable. If the Company
has paid Liquidated Damages directly to the persons entitled to them, the
Company shall deliver to the Trustee a certificate setting forth the particulars
of such payment.

                                    ARTICLE V

                              SUCCESSOR CORPORATION

                  SECTION 5.01. When the Company May Merge or Transfer Assets.
The Company shall not consolidate with or merge with or into any other person or
convey, transfer or lease all or substantially all of its properties and assets
to any person, unless:

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

                  (ii) immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing; and

                  (iii) the Company shall have delivered to the Trustee an
         Officers' Certificate and, with respect to matters of law, 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 V and that all conditions precedent herein provided
         for relating to such transaction have been satisfied in all material
         respects.



                                      -31-
<PAGE>

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

                  The successor person formed by such consolidation or into
which the Company is merged or the successor person to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor had been named as the Company herein; and
thereafter, except in the case of a lease and obligations the Company may have
under a supplemental indenture pursuant to Section 10.12, the Company shall be
discharged from all obligations and covenants under this Indenture and the
Securities. Subject to Section 9.06, the Company, the Trustee and the successor
person shall enter into a supplemental indenture (with endorsements of
Guarantees thereon by the Guarantors) to evidence the succession and
substitution of such successor person and such discharge and release of the
Company.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

                  SECTION 6.01. Events of Default. Subject to the provisions set
forth below in this Section 6.01, an "Event of Default" occurs if:

                  (a) the Company defaults in the payment of interest, if any
         (including contingent interest, if any), and Liquidated Damages, if
         any, payable on any Security when the same becomes due and payable and
         such default continues for a period of 30 days;

                  (b) the Company defaults in the payment of the Principal
         Amount, Redemption Price, Purchase Price or Change in Control Purchase
         Price on any Security when the same becomes due and payable at its
         Stated Maturity, upon redemption, upon declaration, when due for
         purchase by the Company or otherwise;

                  (c) the Company fails to comply with any of its agreements in
         the Securities or this Indenture and such failure continues for 45
         days;

                  (d) the Company fails to pay at final maturity (giving effect
         to any applicable grace periods and any extensions thereof) the stated
         principal amount of any of the Company's or its Subsidiaries
         indebtedness, or the acceleration of the final stated maturity of any
         such indebtedness (which acceleration is not rescinded, annulled or
         otherwise cured within 20 days of receipt by the Company or such
         Subsidiary of notice of any such acceleration) if the aggregate
         principal amount of such indebtedness, together with the principal
         amount of any other such indebtedness in default for failure to pay
         principal at final



                                      -32-
<PAGE>

         stated maturity or which has been accelerated (in each case with
         respect to which the 20-day period described above has elapsed),
         aggregates $20,000,000 or more at any time;

                  (e) the Company or a Significant Subsidiary of the Company
         fails to pay when due any final, non-appealable judgments (other than
         any judgment as to which a reputable insurance company has accepted
         full liability) aggregating in excess of $20,000,000, which judgments
         are not stayed, bonded or discharged within 60 days after their entry;

                  (f) the Company fails to issue Common Stock upon conversion of
         Securities by a Holder in accordance with the provisions of this
         Indenture;

                  (g) any Guarantee by a Guarantor that is a Significant
         Subsidiary shall for any reason cease to be, or be asserted by the
         Company or such Guarantor, as applicable, not to be, in full force and
         effect (except pursuant to the release of any such Guarantee in
         accordance with the provisions of this Indenture);

                  (h) a court having jurisdiction in the premises shall enter a
         decree or order for relief in respect of the Company or any Significant
         Subsidiary of the Company in an involuntary case under any applicable
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         or appointing a receiver, liquidator, assignee, custodian, trustee or
         sequestrator (or similar official) of the Company or for any
         substantial part of its property or ordering the winding up or
         liquidation of its affairs and such decree or order shall remain
         unstayed and in effect for a period of 45 days; or

                  (i) the Company or any Significant Subsidiary of the Company
         shall commence a voluntary case under any applicable bankruptcy,
         insolvency or other similar law now or hereafter in effect, or consent
         to the entry of an order for relief in an involuntary case under any
         such law, or consent to the appointment of or taking possession by a
         receiver, liquidator, assignee, custodian, trustee or sequestrator (or
         similar official) of the Company or such Subsidiary of the Company or
         for any substantial part of its property or make any general assignment
         for the benefit of creditors.

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

                  SECTION 6.02. Defaults and Remedies. If an Event of Default
(other than an Event of Default specified in Section 6.01(h) or 6.01(i) with
respect to the Company) occurs and is continuing, the Trustee by notice to the
Company, or the Holders of at least 25% in aggregate Principal Amount of the
Securities at the time outstanding by notice to the Company and the Trustee, may
declare the Principal Amount of all the Securities plus accrued and unpaid
interest, if any (including contingent interest, if any), and Liquidated
Damages, if any, thereon, through



                                      -33-
<PAGE>

the date of declaration to be immediately due and payable. Upon such a
declaration, such Principal Amount plus accrued and unpaid interest, if any
(including contingent interest, if any), and Liquidated Damages, if any, shall
become and be immediately due and payable subject to the provisions of Article
XI. If an Event of Default specified in Section 6.01(h) or 6.01(i), solely with
respect to the Company, occurs and is continuing, the Principal Amount of all
the Securities plus accrued and unpaid interest, if any (including contingent
interest, if any), and Liquidated Damages, if any, thereon, shall become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Securityholder.

                  The Holders of a majority in principal amount of the
Securities then outstanding by notice to the Trustee may rescind an acceleration
and its consequences if (a) all existing Events of Default, other than the
nonpayment of the principal of and accrued and unpaid interest, if any
(including contingent interest, if any), and Liquidated Damages, if any, on the
Securities which has become due solely by such declaration of acceleration, have
been cured or waived; (b) the Company has paid or deposited with the Trustee a
sum in immediately available funds sufficient to pay (i) all overdue interest
(including contingent interest, if any) and Liquidated Damages, if any, on the
Securities, (ii) the principal of any Security which has become due otherwise
then by such declaration of acceleration, and (iii) to the extent the payment of
such interest is lawful, interest on overdue installments of interest and
Liquidated Damages, if any, and overdue principal, which has become due
otherwise than by such declaration of acceleration; (c) the rescission would not
conflict with any judgment or decree of a court of competent jurisdiction; and
(d) all payments due to the Trustee and any predecessor Trustee under Section
7.07 have been made. No such rescission shall affect any subsequent Default or
Event of Default or impair any right consequent thereon.

                  SECTION 6.03. Other Remedies. If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of the Principal Amount of all the Securities plus all accrued and
unpaid interest (including contingent interest, if any) and Liquidated Damages,
if any, thereon or to enforce the performance of any provision of the Securities
or this Indenture.

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

                  SECTION 6.04. Waiver of Past Defaults. The Holders of a
majority in aggregate Principal Amount of the Securities at the time
outstanding, by notice in writing to the Trustee (and without notice to any
other Securityholder), may waive an existing Default and its consequences,
except (a) an Event of Default described in Section 6.01(a) or 6.01(b), (b) a
Default in respect of a provision that under Section 9.02 cannot be amended
without the consent of each



                                      -34-
<PAGE>

Securityholder affected or (c) a Default which constitutes a failure to convert
any Security in accordance with the terms of Article X. When a Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Default or impair any consequent right. This Section 6.04 shall be in lieu
of Section 316(a)1(B) of the TIA and such Section 316(a)1(B) is hereby expressly
excluded from this Indenture, as permitted by the TIA.

                  SECTION 6.05. Control by Majority. The Holders of a majority
in aggregate Principal Amount of the Securities at the time outstanding may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the
Trustee. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture or that the Trustee determines in good faith is
unduly prejudicial to the rights of other Securityholders or would involve the
Trustee in personal liability unless the Trustee is offered indemnity
satisfactory to it. This Section 6.05 shall be in lieu of Section 316(a)1(A) of
the TIA and such Section 316(a)1(A) is hereby expressly excluded from this
Indenture, as permitted by the TIA.

                  SECTION 6.06. Limitation on Suits. A Securityholder may not
pursue any remedy with respect to this Indenture or the Securities unless:

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

                  (b) the Holders of at least 25% in aggregate Principal Amount
         of the Securities at the time outstanding make a written request to the
         Trustee to pursue the remedy;

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

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

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

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

                  SECTION 6.07. Rights of Holders to Receive Payment. Subject to
the provisions of Article XI hereof, notwithstanding any other provision of this
Indenture, the right of any Holder to receive payment of interest installments
(including contingent interest, if any), Liquidated Damages, if any, the
Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase
Price or interest, if any, due on overdue amounts in respect of the Securities
held by such Holder, on or after the respective due dates expressed in the
Securities, and to convert



                                      -35-
<PAGE>

the Securities in accordance with Article X, or to bring suit for the
enforcement of any such payment on or after such respective dates or the right
to convert, shall not be impaired or affected adversely without the consent of
such Holder.

                  SECTION 6.08. Collection Suit by Trustee. If an Event of
Default described in Section 6.01(a), 6.01(b) or 6.01(g) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount owing with respect to
the Securities and the amounts provided for in Section 7.07.

                  SECTION 6.09. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company, any Guarantor or any other obligor upon the
Securities or the property of the Company, any Guarantor or of such other
obligor or their creditors, the Trustee (irrespective of whether interest
installments (including contingent interest, if any), Liquidated Damages, if
any, the Principal Amount, Redemption Price, Purchase Price, Change in Control
Purchase Price or interest, if any, due on overdue amounts in respect of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company or the Guarantors for the payment of any such amount) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

                  (a) to file and prove a claim for any accrued and unpaid
         interest installments (including contingent interest, if any),
         Liquidated Damages, if any, the whole amount of the Principal Amount,
         Redemption Price, Purchase Price, Change in Control Purchase Price or
         interest, if any, due on overdue amounts in respect of the Securities,
         and to file such other papers or documents as may be necessary or
         advisable in order to have the claims of the Trustee (including any
         claim for the reasonable compensation, expenses, disbursements and
         advances of the Trustee, its agents and counsel or any other amounts
         due the Trustee under Section 7.07) and of the Holders allowed in such
         judicial proceeding, and

                  (b) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement,



                                      -36-
<PAGE>

adjustment or composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

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

                  FIRST: to the Trustee for amounts due under Section 7.07;

                  SECOND: to Securityholders for amounts due and unpaid on the
         Securities for any accrued and unpaid interest installments (including
         contingent interest, if any), the Principal Amount, Redemption Price,
         Purchase Price, Change in Control Purchase Price or interest, if any,
         due on overdue amounts in respect of the Securities, as the case may
         be, ratably, without preference or priority of any kind, according to
         such amounts due and payable on the Securities; and

                  THIRD: the balance, if any, to the Company or the Guarantors
         or to such other party as a court of competent jurisdiction shall
         direct.

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

                  SECTION 6.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant (other than the Trustee)
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate
Principal Amount of the Securities at the time outstanding. This Section 6.11
shall be in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby
expressly excluded from this Indenture, as permitted by the TIA.

                  SECTION 6.12. Waiver of Stay, Extension or Usury Laws. The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of any interest installment
(including contingent interest, if any), Liquidated Damages, if any, the
Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase
Price or interest, if any, due on overdue amounts in respect of the securities,
as contemplated herein, or which may affect the covenants or the performance of
this Indenture; and the Company (to the extent that it may



                                      -37-
<PAGE>

lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE VII

                                     TRUSTEE

                  SECTION 7.01. Duties of Trustee. (a) If an Event of Default
has occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.

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

                  (i) the Trustee shall not be liable except for the performance
         of those duties that are specifically set forth in this Indenture and
         no others; and

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

                  This Section 7.01(b) shall be in lieu of Section 3.15(a) of
the TIA and such Section 315(a) is hereby expressly excluded from this
Indenture, as permitted by the TIA.

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

                  (i) this paragraph (c) does not limit the effect of paragraph
         (b) of this Section 7.01;

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

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



                                      -38-
<PAGE>

Sections 7.01(c)(i), (ii) and (iii) shall be in lieu of Sections 315(d)(1),
315(d)(2) and 315 (d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and
315 (d) (3) are hereby expressly excluded from this Indenture, as permitted by
the TIA.

                           (d) Every provision of this Indenture that in any way
         relates to the Trustee is subject to Sections 7.01(a), (b), (c) and
         (e).

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

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

                  SECTION 7.02. Rights of Trustee. Subject to its duties and
responsibilities under the TIA,

                  (a) the Trustee may conclusively rely and shall be fully
         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 reasonably believed by it to be
         genuine and to have been signed or presented by the proper party or
         parties;

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

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

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

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


                                      -39-
<PAGE>


         of any action taken or suffered or omitted by it hereunder in good
         faith and in accordance with such advice or opinion of such counsel;

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

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

                  (h) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its 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, during normal
         business hours and after reasonable prior notice to the Company, to
         examine the books, records and premises of the Company, personally or
         by agent or attorney at the sole cost of the Company and shall incur no
         liability or additional liability of any kind by reason of such inquiry
         or investigation;

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

                  (j) the rights, privileges, protections, immunities and
         benefits given to the Trustee, including its right to be indemnified,
         are extended to, and shall be enforceable by, the Trustee in each of
         its capacities hereunder, and to each agent, custodian and other Person
         employed to act hereunder;

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

                  (l) neither the Trustee nor any of its officers, directors,
         employees or agents shall be liable for any action taken or omitted
         under this Indenture or in connection


                                      -40-
<PAGE>


         therewith except to the extent caused by the Trustee's gross
         negligence, bad faith or willful misconduct, as determined by the final
         judgment of a court of competent jurisdiction, no longer subject to
         appeal or review. Anything in this Indenture to the contrary
         notwithstanding, in no event shall the Trustee be liable for special,
         indirect or consequential loss or damage of any kind whatsoever
         (including but no limited to lost profits), even if the Trustee has
         been advised of the likelihood of such loss or damage and regardless of
         the form of action.

                  SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, Conversion
Agent or co-registrar may do the same with like rights. However, the Trustee
must comply with Sections 7.10 and 7.11.

                  SECTION 7.04. Trustee's Disclaimer. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company's use or application of
the proceeds from the Securities, it shall not be responsible for any statement
in any registration statement for the Securities under the Securities Act or in
any offering document for the Securities, the Indenture or the Securities (other
than its certificate of authentication), or the determination as to which
beneficial owners are entitled to receive any notices hereunder.

                  SECTION 7.05. Notice of Defaults. If a Default occurs and if
it is actually known to a Responsible Officer or the Trustee, the Trustee shall
give to each Securityholder notice of all current Defaults known to it within 90
days after any such Default occurs or, if later, within 15 days after it is
actually known to a Responsible Officer or the Trustee, unless such Default
shall have been cured or waived before the giving of such notice.
Notwithstanding the preceding sentence, except in the case of a Default
described in Sections 6.01(a) and 6.01(b), the Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Securityholders.
The second sentence of this Section 7.05 shall be in lieu of the proviso to
Section 315(b) of the TIA and such proviso is hereby expressly excluded from
this Indenture, as permitted by the TIA.

                  SECTION 7.06. Reports by Trustee to Holders. Within 60 days
after each May 15 beginning with the May 15 following the date of this
Indenture, the Trustee shall mail to each Securityholder a brief report dated as
of such May 15 that complies with TIA Section 313(a), if required by such
Section 313(a). The Trustee also shall comply with TIA Section 313(b).

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


                                      -41-
<PAGE>

                  SECTION 7.07. Compensation and Indemnity. The Company agrees:

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

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

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

                  To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee, except that held in trust to pay
interest installments (including contingent interest, if any), Liquidated
Damages, if any, the Principal Amount, Redemption Price, Purchase Price, Change
in Control Purchase Price or interest, if any, due on overdue amounts, as the
case may be, in respect of any particular Securities.

                  The Company's payment obligations pursuant to this Section
7.07 shall survive the discharge of this Indenture or the earlier termination or
resignation of the Trustee. When the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.01(e) or Section 6.01(f), the
expenses, including the reasonable charges and expenses of its counsel, are
intended to constitute expenses of administration under any bankruptcy law.

                  SECTION 7.08. Replacement of Trustee. The Trustee may resign
by so notifying the Company; provided, however, that no such resignation shall
be effective until a successor Trustee has accepted its appointment pursuant to
this Section 7.08. The Holders of a majority in aggregate Principal Amount of
the Securities at the time outstanding may remove the Trustee by so notifying
the Trustee and the Company. The Company shall remove the Trustee if:


                                      -42-
<PAGE>


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

                  (b) the Trustee is adjudged bankrupt or insolvent;

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

                  (d) the Trustee otherwise becomes incapable of acting.

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

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company satisfactory in form and
substance to the retiring Trustee and the Company. Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Securityholders. The retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.07.

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

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

                  SECTION 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets (including the administration of the
trust created by this Indenture) to, another corporation, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.

                  SECTION 7.10. Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of TIA Section 310(a)(1). The Trustee (or
its parent holding company) shall have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of
condition. Nothing herein contained shall prevent the Trustee from filing with
the SEC the application referred to in the penultimate paragraph of TIA Section
310(b). The Trustee shall comply with TIA Section 310(b); provided, however,
that there shall be excluded from the operation of TIA Section 310(b)(1) any
indenture or indentures under which other securities or certificates of interest
or participation in other securities of the


                                      -43-
<PAGE>


Company are outstanding if the requirements for such exclusion set forth in TIA
Section 310(b)(1) are met.

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

                                  ARTICLE VIII

                             DISCHARGE OF INDENTURE

                  SECTION 8.01. Discharge of Liability on Securities. When (i)
the Company delivers to the Trustee all outstanding Securities (other than
Securities replaced pursuant to Section 2.07) for cancellation or (ii) all
outstanding Securities have become due and payable and the Company deposits with
the Trustee Cash, in immediately available funds, sufficient to pay all amounts
due and owing on all outstanding Securities (other than Securities replaced
pursuant to Section 2.07), and if in either case the Company pays all other sums
payable hereunder by the Company, then this Indenture shall, subject to Section
7.07, cease to be of further effect. The Trustee shall join in the execution of
a document prepared by the Company acknowledging satisfaction and discharge of
this Indenture on demand at the cost and expense of the Company and accompanied
by an Officers' Certificate and Opinion of Counsel.

                  SECTION 8.02. Repayment to the Company. The Trustee and the
Paying Agent shall return to the Company upon written request any money held by
them for the payment of any amount with respect to the Securities that remains
unclaimed for two years, subject to applicable unclaimed property law. After
return to the Company, as applicable, Holders entitled to the money must look to
the Company for payment as general creditors unless an applicable abandoned
property law designates another person and the Trustee and the Paying Agent
shall have no further liability to the Securityholders with respect to such
money or securities for that period commencing after the return thereof.

                                   ARTICLE IX

                                   AMENDMENTS

                  SECTION 9.01. Without Consent of Holders. The Company and the
Trustee together may amend or supplement this Indenture or the Securities
without notice to or consent of any Securityholder or Guarantor:

                  (a) to comply with Article V or Section 10.12;

                  (b) to cure any ambiguity, omission, defect or inconsistency;


                                      -44-
<PAGE>

                  (c) to make provisions with respect to the conversion right of
         the Holders pursuant to the requirements of Section 10.12 and Section
         10.01;

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

                  (e) to reduce the Conversion Price;

                  (f) to make any changes that would provide the holders of
         Securities with any additional rights or benefits;

                  (g) to make any change that does not adversely affect the
         rights of any Holder;

                  (h) to effectuate the release of a Guarantor provided that
         such release is otherwise in accordance with this Indenture; and

                  (i) to comply with the provisions of the TIA, or with any
         requirement of the SEC arising as a result of the qualification of this
         Indenture under the TIA.

                  SECTION 9.02. With Consent of Holders. The Company, the
Guarantors and the Trustee may amend or supplement this Indenture or the
Securities without notice to any Securityholder but with the written consent of
the Holders of a majority in aggregate Principal Amount of the Securities then
outstanding. The Holders of a majority in aggregate Principal Amount of the
Securities then outstanding may waive compliance by the Company with restrictive
provisions of this Indenture other than as set forth in this Section 9.02 below,
and waive any past Default under this Indenture and its consequences, except a
Default in the payment of the principal of or interest on any Security or in
respect of a provision which under this Indenture cannot be modified or amended
without the consent of the Holder of each outstanding Security affected.

                  Subject to Section 9.04, without the written consent of each
Securityholder affected, however, an amendment, supplement or waiver, including
a waiver pursuant to Section 6.04, may not:

                  (a) change the Stated Maturity of the principal of, or any
         payment date of any installment of interest (including contingent
         interest, if any) or Liquidated Damages, if any, on, any Security;

                  (b) reduce the principal amount of, or the rate of interest
         (including contingent interest, if any) or Liquidated Damages, if any,
         on, any Security, whether upon acceleration, redemption or otherwise,
         or alter the manner of calculation of interest or Liquidated Damages,
         if any, or the rate of accrual thereof on any Security;


                                      -45-
<PAGE>


                  (c) change the currency for payment of principal of, or
         interest (including contingent interest, if any) or Liquidated Damages,
         if any, on any Security;

                  (d) impair the right to institute suit for the enforcement of
         any payment of principal of, or interest (including contingent
         interest, if any) or Liquidated Damages, if any, on, any Security when
         due;

                  (e) adversely affect the conversion rights provided in
         Article X;

                  (f) modify the ranking of the Securities in a manner adverse
         to the rights of the Holders of the Securities;

                  (g) after the Company's obligation to purchase the Securities
         arises hereunder, amend, change or modify in any material respect in a
         manner adverse to the Holders of the Securities the obligation of the
         Company to make and consummate a Change in Control offer in the event
         of a Change in Control or, after such Change in Control has occurred,
         modify any of the provisions of this Indenture with respect thereto;

                  (h) reduce the percentage of principal amount of the
         outstanding Securities necessary to modify or amend this Indenture or
         to consent to any waiver provided for in this Indenture;

                  (i) waive a Default in the payment of the principal amount of,
         or interest (including contingent interest, if any) or Liquidated
         Damages, if any, on, any Security (except as provided in Section 6.02);
         or

                  (j) make any changes in Section 6.04, Section 6.07 or this
         paragraph.

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

                  After an amendment under this Section 9.02 becomes effective,
the Company shall mail to each Holder a notice briefly describing the amendment.
Failure to mail the notice or a defect in the notice shall not effect the
validity of the amendment.

                  SECTION 9.03. Compliance with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article IX shall comply with
the TIA.

                  SECTION 9.04. Revocation and Effect of Consents. Until an
amendment, waiver or other action by Holders becomes effective, a consent
thereto by a Holder of a Security hereunder is a continuing consent by the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same obligation as the consenting Holder's Security, even if
notation of the consent, waiver or action is not made on the Security. However,
any such


                                      -46-
<PAGE>


Holder or subsequent Holder may revoke the consent, waiver or action as to such
Holder's Security or portion of the Security if the Trustee receives the notice
of revocation before the date the amendment, waiver or action becomes effective.
After an amendment, waiver or action becomes effective, it shall bind every
Securityholder.

                  SECTION 9.05. Notation on or Exchange of Securities.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article IX may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Securities
so modified as to conform, in the opinion of the Trustee and the Board of
Directors of the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for outstanding Securities.

                  SECTION 9.06. Trustee to Sign Supplemental Indentures. The
Trustee shall sign any supplemental indenture authorized pursuant to this
Article IX if the amendment contained therein does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign such supplemental indenture. In signing such
supplemental indenture the Trustee shall receive, and (subject to the provisions
of Section 7.01) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that such amendment is authorized
or permitted by this Indenture, and, solely with respect to such Officer's
Certificate stating that all conditions precedent to the execution of such
amendment have been met.

                  SECTION 9.07. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article IX, this Indenture
shall be modified in accordance therewith, and such supplemental indenture shall
form a part of this Indenture for all purposes, and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

                                   ARTICLE X

                                   CONVERSIONS

                  SECTION 10.01. Conversion Privilege. Subject to the provisions
of this Article X, a Holder of a Security may convert such Security into Common
Stock (the shares of Common Stock issuable upon such conversion, the "Conversion
Shares"), at the Conversion Price then in effect, together with those rights,
warrants or options specified in Section 10.06(f) hereof, to the extent
applicable, if any of the following conditions is satisfied:

                  (a) during any calendar quarter (the "Quarter") commencing
         after December 31, 2003, if the Closing Price (as defined hereinafter)
         per share of Common Stock for at least 20 Trading Days in the period of
         30 consecutive Trading Days ending on the last Trading Day of the
         Quarter preceding the Quarter in which the conversion of such Security
         occurs is more than 120% of the Conversion Price on such thirtieth
         Trading Day;


                                      -47-
<PAGE>


                  (b) the Security has been called for redemption by the Company
         pursuant to Section 3.01;

                  (c) the conversion of such Security would occur during the
         five Trading Day period immediately following a period of ten
         consecutive Trading Days in which the Security Trading Price (as
         determined following a request by a Holder of the Securities in
         accordance with the procedures set forth below in this Section 10.01)
         for each Trading Day in such period was less than 95% of the product of
         the Closing Price per share of Common Stock on such Trading Day
         multiplied by the number of shares of Common Stock issuable (assuming
         satisfaction of conditions to conversion) upon conversion of $1,000 in
         principal amount of the Securities (the condition specified in this
         clause (c) being the "95% Trading Condition");

                  (d) during any period that the credit rating assigned to the
         Securities is lower than B2 by Moody's or lower than B by Standard and
         Poor's or the Notes are no longer rated by at least one of these rating
         services or their successors;

                  (e) (i) an issuance of rights, warrants or options referred to
         in Section 10.06(b) occurs or (ii) a distribution referred to in
         Section 10.06(c) occurs where the fair market value of such
         distribution per share of Common Stock (as determined by the Board of
         Directors of the Company, which determination shall be conclusive
         evidence of such fair market value) exceeds 5% of the Closing Price per
         share of Common Stock on the Trading Day immediately preceding the date
         of declaration of such distribution; or

                  (f) (x) the Company is party to a consolidation, merger, share
         exchange, sale of all or substantially all of its assets or other
         similar transaction pursuant to which the Common Stock is subject to
         conversion into shares of stock, other securities or property
         (including cash) pursuant to Section 10.12 and (y) the conversion of
         such Security occurs at any time from and after the date that is 15
         days prior to the date of the anticipated effective time of such
         transaction until and including the date that is 15 days after the
         actual effective date of such transaction.

                  In connection with the foregoing clause (a), at the end of
each Quarter the Conversion Agent shall, on the Company's behalf, determine
whether the Securities are convertible in the subsequent Quarter pursuant to
such Clause (a), and promptly notify the Holders if the Securities are
convertible.

                  In the case of the foregoing clauses (e)(i) and (ii), the
Company must notify the Holders at least 20 days prior to the ex-dividend date
for such issuance or distribution. Once the Company has given such notice,
Holders may surrender their Securities for conversion at any time thereafter
until the earlier of the close of business on the Business Day prior to the
ex-dividend date or the Company's announcement that such issuance or
distribution will not take place. This provision shall not apply if the Holder
of a Security otherwise participates in the distribution without conversion.


                                      -48-
<PAGE>


                  The "Ex-Dividend Date" for any such issuance or distribution
means the date immediately prior to the commencement of "ex-dividend" trading
for such issuance or distribution on The NASDAQ Stock Market or similar system
of automated dissemination of quotations of securities prices on which the
Common Stock is then listed or quoted.

                  The number of shares of Common Stock issuable upon conversion
of a Security shall be determined by dividing the principal amount of the
Security or portion thereof surrendered for conversion by the Conversion Price
in effect on the Conversion Date. The initial Conversion Price is set forth in
paragraph 8 of the Securities and is subject to adjustment as provided in this
Article X.

                  A Holder may convert the principal amount of a Security equal
to $1,000 or any integral multiple thereof. Provisions of this Indenture that
apply to conversion of all of a Security also apply to conversion of $1,000
principal amount or multiples thereof of less than all of a Security.

                  If a Security is called for redemption pursuant to Article
III, the right to convert such Security shall terminate at the close of business
on the second Business Day before the Redemption Date for such Security (unless
the Company shall default in making the redemption payment then due, in which
case the conversion right shall terminate on the date such Default is cured and
such Security is redeemed). A Security in respect of which a Holder has
delivered a Purchase Notice pursuant to Section 3.08 or a Change in Control
Purchase Notice pursuant to Section 3.09 exercising the option of such Holder to
require the Company to repurchase such Security may be converted only if such
Purchase Notice or Change in Control Purchase Notice, as the case may be, is
withdrawn by a written notice of withdrawal delivered to the Paying Agent prior
to the close of business on the Business Day prior to the Purchase Date or prior
to the close of business on the Change in Control Purchase Date, as the case may
be, in accordance with Section 3.10.

                  A Holder of Securities is not entitled to any rights of a
holder of Common Stock until such Holder has converted its Securities into
Common Stock and, upon such conversion, only to the extent such Securities are
deemed to have been converted into Common Stock pursuant to this Article X.

                  The "Security Trading Price" per $1,000 in principal amount of
Securities on any date of determination means the average of the secondary
market bid quotations per $1,000 in principal amount of Securities obtained by
the Conversion Agent for $5,000,000 in principal amount of Securities at
approximately 3:30 p.m., New York City time, on such determination date from
three independent nationally recognized securities dealers selected by the
Company; provided that if at least three such bids cannot reasonably be obtained
by the Conversion Agent, but two such bids are obtained, then the average of the
two bids shall be used, and if only one such bid can reasonably be obtained by
the Conversion Agent, such one bid shall be used. If the Conversion Agent cannot
reasonably obtain at least one bid for $5,000,000 in principal amount of
Securities from a nationally recognized securities dealer or, in the reasonable
judgment of the


                                      -49-
<PAGE>


Company, the bid quotations are not indicative of the secondary market value of
the Securities, then the Security Trading Price will be determined in good faith
by the calculation agent (which shall initially be the Trustee unless the
Trustee shall have appointed a calculation agent, which may be any investment
bank with a national or international reputation with experience in such
matters, including an Initial Purchaser or its successors) taking into account
in such determination such factors as it, in its sole discretion after
consultation with the Company, deems appropriate. Other than in connection with
a determination of whether contingent interest shall be payable, the Conversion
Agent shall have no obligation to determine the Security Trading Price unless
the Company has requested such determination; and the Company shall have no
obligation to make such request unless a Holder of the Securities provides the
Company with reasonable evidence that the Security Trading Price would be less
than 95% of the product of the Closing Price per share of the Common Stock and
the number of shares of Common Stock issuable upon conversion of $1,000 in
principal amount of Securities (assuming satisfaction of conditions to such
conversion); at which time the Company shall instruct the Conversion Agent to
determine the Security Trading Price beginning on the next Trading Day and on
each successive Trading Day until the Security Trading Price is greater than or
equal to 95% of the product of the Closing Price per share of Common Stock and
the number of shares of Common Stock issuable upon conversion of $1,000 in
principal amount of Securities (assuming satisfaction of conditions to such
conversion).

                  SECTION 10.02. Conversion Procedure. To convert a Security, a
Holder must satisfy the requirements in paragraph 8 of the Securities and (i)
complete and manually sign the conversion notice on the back of the Security and
deliver such notice to the Conversion Agent, (ii) surrender the Security to the
Conversion Agent, (iii) furnish appropriate endorsements and transfer documents
if required by the Registrar or the Conversion Agent, (iv) pay any transfer or
other tax, if required by Section 10.04 and (v) if the Security is held in
book-entry form, complete and deliver to the Depositary appropriate instructions
pursuant to the Depositary's book-entry conversion programs. The date on which
the Holder satisfies all of the foregoing requirements is the "Conversion Date".
As soon as practicable after the Conversion Date, the Company shall deliver to
the Holder through the Conversion Agent either (i) a certificate for or (ii) a
book-entry notation of the number of whole shares of Common Stock issuable upon
the conversion and cash in lieu of any fractional shares pursuant to Section
10.05; provided, however, that in the event of a Principal Value Conversion
referred to below in this Section 10.02, the Company shall deliver to the Holder
through the Conversion Agent such cash and/or Common Stock as shall be specified
in the Principal Value Conversion Notice pertaining to such Principal Value
Conversion.

                  The person in whose name the certificate is registered shall
be deemed to be a stockholder of record on the Conversion Date; provided,
however, that no surrender of a Security on any date when the stock transfer
books of the Company shall be closed shall be effective to constitute the person
or persons entitled to receive the shares of Common Stock upon such conversion
as the record holder or holders of such shares of Common Stock on such date, but
such surrender shall be effective to constitute the person or persons entitled
to receive such shares of


                                      -50-
<PAGE>


Common Stock as the record holder or holders thereof for all purposes at the
close of business on the next succeeding day on which such stock transfer books
are open; provided, further, that such conversion shall be at the Conversion
Price in effect on the date that such Security shall have been surrendered for
conversion, as if the stock transfer books of the Company had not been closed.
Upon conversion of a Security, such person shall no longer be a Holder of such
Security.

                  No payment or adjustment will be made for accrued interest, if
any (including contingent interest, if any), or Liquidated Damages, if any, on a
converted Security or for dividends or distributions on shares of Common Stock
issued upon conversion of a Security (provided that the shares of Common Stock
received upon conversion of Securities shall continue to accrue Liquidated
Damages, as applicable, in accordance with the Registration Rights Agreement and
shall be entitled to receive, at the next interest payment date, any accrued and
unpaid Liquidated Damages with respect to the converted Securities), but if any
Holder surrenders a Security for conversion between the record date for the
payment of an installment of interest and the next interest payment date, then,
notwithstanding such conversion, the interest (including contingent interest, if
any) or Liquidated Damages, if any, payable on such interest payment date shall
be paid to the Holder of such Security on such record date. In such event, such
Security, when surrendered for conversion, must be accompanied by delivery of a
check payable to the Conversion Agent in an amount equal to the interest
(including contingent interest, if any) or Liquidated Damages, if any, payable
on such interest payment date on the portion so converted. If such payment does
not accompany such Security, the Security shall not be converted; provided,
however, that no such check shall be required if such Security has been called
for redemption on a Redemption Date within the period between and including such
record date and such interest payment date, or if such Security is surrendered
for conversion on the interest payment date. If the Company defaults in the
payment of interest (including contingent interest, if any) or Liquidated
Damages, if any, payable on the interest payment date, the Conversion Agent
shall repay such funds to the Holder.

                  If a Holder converts more than one Security at the same time,
the number of shares of Common Stock issuable upon the conversion shall be based
on the aggregate principal amount of Securities converted.

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

                  If on the Trading Day immediately prior to the date of
conversion of a Security pursuant to the 95% Trading Condition the Closing Price
per share of Common Stock is greater than the Conversion Price, the Company may
elect to pay to the Holder of such Security, in lieu of issuance of Conversion
Shares based on the Conversion Price, cash or Common Stock or a combination of
cash and Common Stock, at the Company's option, with a value equal to the
principal amount of the Security surrendered for conversion as of such
Conversion Date (a "Principal Value Conversion"). The Company shall notify the
surrendering Holder of any


                                      -51-
<PAGE>


Security whose conversion is a Principal Value Conversion and the Trustee (such
notice being a "Principal Value Conversion Notice") of such Principal Value
Conversion by the second Trading Day following the Conversion Date for such
conversion whether the Company shall pay to such Holder all or a portion of the
principal amount of such Security in cash, Common Stock or a combination of cash
and Common Stock and, if a combination, the percentages of the principal amount
in respect of which it will pay in cash or Common Stock. The Company may not
change its election with respect to the consideration (or components or
percentages of components thereof) to be paid upon a Principal Value Conversion
once the Company has given its Principal Value Conversion Notice to the Holder
surrendering such Security whose conversion is a Principal Value Conversion. Any
Common Stock to be delivered upon a Principal Value Conversion shall be valued
at the greater of (x) the Conversion Price on the Conversion Date for such
conversion and (y) the Closing Price per share of Common Stock on the third
Trading Day after such Conversion Date. The Company shall pay any portion of the
principal amount to be paid in cash in a Principal Value Conversion on the third
Trading Day after the Conversion Date for such conversion. With respect to any
portion of the principal amount to be paid in Common Stock in a Principal Value
Conversion, the Company shall deliver the Common Stock to the Holder of the
Security surrendered for conversion in such Principal Value Conversion on the
fourth Trading Day following the Conversion Date for such conversion.

                  SECTION 10.03. Adjustments Below Par Value. Before taking any
action which would cause an adjustment decreasing the Conversion Price so that
the shares of Common Stock issuable upon conversion of the Securities would be
issued for less than the par value of such Common Stock, the Company will take
all corporate action which may be necessary in order that the Company may
validly and legally issue fully paid and nonassessable shares of such Common
Stock at such adjusted Conversion Price.

                  SECTION 10.04. Taxes on Conversion. If a Holder converts a
Security, the Company shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of shares of Common Stock upon such conversion.
However, the Holder shall pay any such tax which is due because the Holder
requests the shares to be issued in a name other than the Holder's name. The
Conversion Agent may refuse to deliver the certificates representing the Common
Stock being issued in a name other than the Holder's name until the Conversion
Agent receives a sum sufficient to pay any tax which will be due because the
shares are to be issued in a name other than the Holder's name. Nothing herein
shall preclude any tax withholding required by law or regulations.

                  SECTION 10.05. Company to Provide Stock. The Company shall,
prior to issuance of any Securities hereunder, and from time to time as may be
necessary, reserve, out of its authorized but unissued Common Stock a sufficient
number of shares of Common Stock to permit the conversion of all outstanding
Securities for shares of Common Stock. The shares of Common Stock or other
securities issued upon conversion of Securities bearing a Legend as provided in
Section 2.06(f) shall bear a legend substantially in the following form:


                                      -52-
<PAGE>


                  "THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
                  TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
                  THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE
                  TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
                  APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS
                  SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY
                  MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION
                  5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

                  THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
                  COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED
                  OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER
                  REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
                  DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II)
                  PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
                  SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE)
                  OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
                  THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN
                  ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
                  THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH
                  SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
                  SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A)
                  ABOVE."

                  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 shall be computed on the basis of the aggregate
principal amount of the Securities (or specified portions thereof to the extent
permitted hereby) so surrendered. If any fractional share of Common Stock would
be issuable upon the conversion of any Security or Securities, the Company shall
make an adjustment thereof in cash at the current market value thereof. For
these purposes, the current market value of a share of Common Stock shall be the
Closing Price per share of Common Stock on the first Business Day immediately
preceding the day on which the Securities (or specified portions thereof) are
deemed to have been converted.

                  The Company covenants that all shares of Common Stock
delivered upon conversion of the Securities shall be newly issued shares or
treasury shares, shall be duly authorized, validly issued, fully paid and
non-assessable and shall be free from preemptive rights and free of any lien or
adverse claim.


                                      -53-
<PAGE>


                  The Company will endeavor promptly to comply with all federal
and state securities laws regulating the offer and delivery of shares of Common
Stock upon conversion of Securities, if any, and will list or cause to be
approved for listing or included for quotation, as the case may be, such shares
of Common Stock on each national securities exchange or in the over-the-counter
market or such other market on which the Common Stock is then listed or quoted.

                  SECTION 10.06. Adjustment of Conversion Price. The conversion
price (the "Conversion Price") shall be that price set forth in paragraph 8 of
the form of Security attached hereto as Exhibit A and shall be adjusted from
time to time by the Company as follows:

                  (a) In case the Company shall (i) pay a dividend or other
         distribution in shares of Common Stock or other Capital Stock to all
         holders of Common Stock, (ii) subdivide its outstanding Common Stock
         into a greater number of shares, (iii) combine its outstanding Common
         Stock into a smaller number of shares or (iv) reclassify its
         outstanding Common Stock, the Conversion Price in effect immediately
         prior thereto shall be adjusted so that the Holder of any Security
         thereafter surrendered for conversion shall be entitled to receive the
         number of shares of Common Stock which it would have owned or have been
         entitled to receive had such Security been converted immediately
         (whether or not it was then convertible) prior to the happening of such
         event. An adjustment made pursuant to this subsection (a) shall become
         effective immediately after the record date in the case of a dividend
         or distribution and shall become effective immediately after the
         effective date in the case of subdivision, combination or
         reclassification.

                  (b) In case the Company shall issue to all holders of its
         Common Stock, rights, warrants or options entitling such holders (for a
         period commencing no earlier than the record date described below and
         expiring not more than 60 days after such record date) to subscribe for
         or purchase shares of Common Stock (or securities convertible into
         Common Stock) at a price per share less than the current market price
         per share of Common Stock (as determined in accordance with subsection
         (e) below) at the record date for the determination of stockholders
         entitled to receive such rights, warrants or options, the Conversion
         Price in effect immediately prior thereto shall be adjusted so that the
         Conversion Price shall equal the price determined by multiplying the
         Conversion Price in effect immediately prior to such record date by a
         fraction, the numerator of which shall be the number of shares of
         Common Stock outstanding on such record date, plus the number of shares
         which the aggregate subscription or purchase price for the total number
         of shares of Common Stock offered by the rights, warrants or options so
         issued (or the aggregate conversion price of the convertible securities
         offered by such rights, warrants or options) would purchase at such
         current market price, and the denominator of which shall be the number
         of shares of Common Stock outstanding on such record date plus the
         number of additional shares of Common Stock offered by such rights,
         warrants or options (or into which the convertible securities so
         offered by such rights, warrants or options are convertible). Such
         adjustment shall be made successively whenever any such rights,
         warrants or options are issued, and shall become effective immediately
         after such


                                      -54-
<PAGE>


         record date. If at the end of the period during which such rights,
         warrants or options are exercisable not all rights, warrants or options
         shall have been exercised, the adjusted Conversion Price shall be
         immediately readjusted to what it would have been upon application of
         the foregoing adjustment substituting the number of additional shares
         of Common Stock actually issued (or the number of shares of Common
         Stock issuable upon conversion of convertible securities actually
         issued) for the total number of shares of Common Stock offered (or the
         convertible securities offered).

                  (c) In case the Company shall distribute to all holders of its
         Common Stock any shares of Capital Stock of the Company (other than
         Common Stock) or evidences of its indebtedness, other securities or
         other assets, or shall distribute to all holders of its Common Stock,
         rights, warrants or options to subscribe for or purchase any of its
         securities (excluding (i) rights, options and warrants referred to in
         Section 10.06(b) above; (ii) those dividends, distributions,
         subdivisions and combinations referred to in Section 10.06(a) above;
         and (iii) dividends and distributions paid in cash), then in each such
         case the Conversion Price shall be adjusted so that the same shall
         equal the price determined by multiplying the Conversion Price in
         effect immediately prior to the date of such distribution by a
         fraction, the numerator of which shall be the current market price per
         share (as defined in Section 10.06(e) below) of the Common Stock on the
         record date mentioned below less the fair market value on such record
         date (as determined by the Board of Directors of the Company, whose
         determination shall be conclusive evidence of such fair market value)
         of the portion of the Capital Stock or evidences of indebtedness,
         securities or assets so distributed or of such rights, warrants or
         options, in each case as applicable, to one share of Common Stock, and
         the denominator of which shall be the current market price per share
         (as defined in Section 10.06(e) below) of the Common Stock on such
         record date; provided that if the numerator of the foregoing fraction
         is less than $1.00 (including a negative amount), then in lieu of the
         foregoing adjustment, adequate provision shall be made so that each
         Holder shall have the right to receive upon conversion, in addition to
         the Common Stock issuable upon such conversion, the distribution such
         Holder would have received had such Holder converted its Security
         immediately prior to the record date for such distribution. Such
         adjustment shall become effective immediately after the record date for
         the determination of stockholders entitled to receive such
         distribution.

                  (d) In case the Company or any of its Subsidiaries shall
         repurchase (including by way of tender offer) shares of Common Stock,
         and the fair market value of the sum of (i) the aggregate consideration
         paid for such Common Stock and (ii) the aggregate fair market value of
         any amounts previously paid for the repurchase of Common Stock of a
         type described in this paragraph (d) within the 12 months preceding the
         date of purchase of such shares of Common Stock in respect of which no
         adjustment pursuant to this Section 10.06 previously has been made,
         exceeds 5% of Common Stock Market Capitalization on the date of, and
         after giving effect to, such repurchase, then the Conversion Price
         shall be adjusted so that the same shall equal the price determined by
         multiplying the


                                      -55-
<PAGE>


         Conversion Price in effect immediately prior to the date of such
         purchase by a fraction, the numerator of which shall be the current
         market price per share (as defined in Section 10.06(e) below) of the
         Common Stock on the date of such repurchase, less the quotient obtained
         by dividing the Aggregate Market Premium involved in such repurchase
         (as defined hereinafter) by the difference between the number of shares
         of Common Stock outstanding before such repurchase and the number of
         shares of Common Stock the subject of such repurchase, and the
         denominator of which shall be the current market price per share (as
         defined in Section 10.06(e) below) of the Common Stock on the date of
         such repurchase. Such adjustment shall become effective immediately
         after the date of such repurchase. For purposes of this subsection (d),
         the "Aggregate Market Premium" is the excess, if any, of the aggregate
         repurchase price paid for all such Common Stock over the aggregate
         current market value per share (as defined in subsection (e) below) of
         all such repurchased stock, determined with respect to each share
         involved in each such repurchase as of the date of repurchase with
         respect to such share.

                  (e) In case someone other than the Company or one of its
         Subsidiaries makes a payment in respect of a tender offer or exchange
         offer for shares of Common Stock in which, as of the closing date of
         the offer, the Company's Board of Directors is not recommending
         rejection of the offer, the Conversion Price will be adjusted as
         provided in subsection (d) above. The adjustment referred to in this
         clause will only be made if:

                           (i) the tender offer or exchange offer is for an
                  amount that increases the offeror's ownership of common stock
                  to more than 50% of the aggregate ordinary voting power
                  represented by the Company's issued and outstanding Voting
                  Stock; and

                           (ii) cash and the value of any other consideration
                  included in the payment per share of Common Stock exceeds the
                  current market price per share of Common Stock on the Business
                  Day next succeeding the last date on which tenders or
                  exchanges may be made pursuant to the tender or exchange
                  offer.

         However, the adjustment referred to in this subsection (e) will not be
         made if as of the closing of the offer, the offering documents disclose
         a plan or an intention to cause the Company to engage in a
         consolidation or merger of the Company or a sale of all or
         substantially all of the Company's assets.

                  For the purpose of any computation under Sections 10.06(b),
         (c) and (d) above and this Section 10.06(e), the current market price
         per share of Common Stock on any date shall be deemed to be the average
         of the Closing Prices per share of Common Stock for 20 consecutive
         Trading Days commencing 30 Trading Days before the record date with
         respect to any distribution, issuance or other event requiring such
         computation. The "Closing Price" with respect to the Common Stock for
         any day shall mean the closing sale price, regular way, per share of
         Common Stock on such day or, in case no such sale of Common Stock takes
         place on such day, the average of the reported closing bid and


                                      -56-
<PAGE>


         asked prices, regular way, per share of Common Stock in each case on
         the NASDAQ Stock Market or principal national securities exchange or
         other quotation system on which the Common Stock is quoted or listed or
         admitted to trading on such day, or, if the Common Stock is not so
         quoted or listed or admitted to trading on any national securities
         exchange or quotation system, the average of the closing bid and asked
         prices per share of Common Stock on the over-the-counter market on the
         day in question as reported by the National Quotation Bureau
         Incorporated, or a similar generally accepted reporting service, or, if
         such average is not so available, determined in such manner as
         furnished by any NASDAQ Stock Market member firm selected from time to
         time by the Board of Directors for that purpose, or if not so
         determinable as provided under any applicable alternative above, a
         price per share of Common Stock determined in good faith by the Board
         of Directors or, to the extent permitted by applicable law, a duly
         authorized committee thereof, whose determination shall be conclusive.
         "Common Stock Market Capitalization" means, as of any date of
         calculation, the average Closing Price of the Common Stock on the 10
         Trading Days immediately prior to such date of calculation multiplied
         by the average aggregate number of shares of Common Stock outstanding
         on the 10 Trading Days immediately prior to such date of calculation.

                  (f) To the extent that the Company adopts any future rights
         plan, upon conversion of the Securities into Common Stock,
         Securityholders will receive, in addition to Common Stock, the rights
         under the future rights plan whether or not the rights have separated
         from the Common Stock at the time of conversion and no adjustment to
         the Conversion Price will be made in accordance with paragraph (c).

                  (g) In case the Company shall declare a cash dividend or
         distribution to all of the holders of Common Stock, the Conversion
         Price shall be decreased so that the Conversion Price shall equal the
         price determined by multiplying the Conversion Price in effect
         immediately prior to the record date for such dividend or distribution
         by a fraction,

                           (i) the numerator of which shall be the average of
                  the Closing Prices of the Common Stock price for the three
                  consecutive trading days ending on the date immediately
                  preceding the record date for such dividend or distribution
                  (the "Pre-Dividend Sale Price"), minus the full amount of such
                  cash dividend or distribution applicable to one share of
                  Common Stock, and

                           (ii) the denominator of which shall be the
                  Pre-Dividend Sale Price,

                  such adjustment to become effective immediately after the
         record date for such dividend or distribution; provided that no
         adjustment to the Conversion Price or the ability of a Holder of a
         Security to convert will be made pursuant to this Section 10.06(g) if
         the Company provides that Holders of Securities will participate in
         such cash dividend or distribution on an as-converted basis without
         conversion and provided further, that if the numerator of the foregoing
         fraction is less than $1.00 (including a negative amount), then in lieu
         of the foregoing adjustment, adequate provision shall be made so that
         each Holder


                                      -57-
<PAGE>


         shall have the right to receive upon conversion, in addition to the
         Common Stock issuable upon such conversion, the amount of cash such
         Holder would have received had such Holder converted its Security
         immediately prior to the record date for such dividend or distribution.
         If such dividend or distribution is not so paid or made, the Conversion
         Price shall again be adjusted to be the Conversion Price that would
         then be in effect if such dividend or distribution had not been
         declared.

                  In any case in which this Section 10.06 shall require that an
adjustment be made immediately following a record date established for purposes
of Section 10.06, the Company may elect to defer (but only until five Business
Days following the filing by the Company with the Trustee of the certificate
described in Section 10.06) issuing to the holder of any Security converted
after such record date the shares of Common Stock and other Capital Stock of the
Company issuable upon such conversion over and above the shares of Common Stock
and other Capital Stock of the Company issuable upon such conversion only on the
basis of the Conversion Price prior to adjustment; and, in lieu of the shares
the issuance of which is so deferred, the Company shall issue or cause its
transfer agents to issue due bills or other appropriate evidence of the right to
receive such shares.

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

                  SECTION 10.07. No Adjustment. No adjustment in the Conversion
Price shall be required unless the adjustment would require an increase or
decrease of at least 1% in the Conversion Price as last adjusted; provided,
however, that any adjustments which by reason of this Section 10.07 are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Article X shall be made to
the nearest cent or to the nearest one-hundredth of a share, as the case may be.

                  No adjustment need be made for a transaction referred to in
Section 10.06 if Holders are to participate in the transaction on a basis and
with notice that the Board of Directors determines to be fair and appropriate in
light of the basis and notice on which holders of Common Stock participate in
the transaction. Such participation by Holders may include participation upon
conversion; provided that an adjustment shall be made at such time as the
Holders are no longer entitled to participate.

                  No adjustment need be made for rights to purchase Common Stock
or issuances of Common Stock pursuant to a Company plan for reinvestment of
dividends or interest.

                  No adjustment need be made for a change in the par value or a
change to no par value of the Common Stock.


                                      -58-
<PAGE>


                  To the extent that the Securities become convertible into
cash, no adjustment need be made thereafter as to the cash. Interest will not
accrue on the cash.

                  SECTION 10.08. Equivalent Adjustments. In the event that, as a
result of an adjustment made pursuant to Section 10.06 above, the Holder of any
Security thereafter surrendered for conversion shall become entitled to receive
any shares of Capital Stock of the Company other than shares of its Common
Stock, thereafter the Conversion Price of such other shares so receivable upon
conversion of any Securities shall be subject to adjustment from time to time in
a manner and on terms as nearly equivalent as practicable to the provisions with
respect to Common Stock contained in this Article X.

                  SECTION 10.09. Adjustment for Tax Purposes. The Company shall
be entitled to make such reductions in the Conversion Price, in addition to
those required by Section 10.06, as it in its discretion shall determine to be
advisable in order that any stock dividends, subdivision of shares, distribution
of rights to purchase stock or securities, or a distribution or securities
convertible into or exchangeable for stock hereafter made by the Company to its
stockholders shall not be taxable.

                  SECTION 10.10. Notice of Adjustment. Whenever the Conversion
Price is adjusted, or Securityholders become entitled to other securities or due
bills, the Company shall promptly mail to Securityholders a notice of the
adjustment and file with the Trustee an Officers' Certificate briefly stating
the facts requiring the adjustment and the manner of computing it. The
certificate shall be conclusive evidence of the correctness of such adjustment
and the Trustee may conclusively assume that, unless and until such certificate
is received by it, no such adjustment is required.

                  SECTION 10.11. Notice of Certain Transactions. In case:

                  (a) the Company shall declare a dividend (or any other
         distribution) on its Common Stock (other than in cash out of retained
         earnings); or

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

                  (c) of any reclassification of the Common Stock of the Company
         (other than a subdivision or combination of its outstanding Common
         Stock, or a change in par value, or from par value to no par value, or
         from no par value to par value), or of any consolidation, 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;


                                      -59-
<PAGE>


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

                  SECTION 10.12. Effect of Reclassification, Consolidation,
Merger, Share Exchange or Sale on Conversion Privilege. If any of the following
shall occur, namely: (i) any reclassification or change of outstanding shares of
Common Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination); (ii) any consolidation, combination, merger or share exchange to
which the Company is a party other than a merger in which the Company is the
continuing corporation and which does not result in any reclassification of, or
change (other than a change in name, or par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination) in, outstanding shares of Common Stock; or (iii) any sale or
conveyance of all or substantially all of the assets of the Company, then the
Company, or such successor or purchasing corporation, as the case may be, shall,
as a condition precedent to such reclassification, change, consolidation,
merger, share exchange, sale or conveyance, execute and deliver to the Trustee a
supplemental indenture providing that the Holder of each Security then
outstanding shall have the right to convert such Security into the kind and
amount of shares of Capital Stock and other securities and property (including
cash) receivable upon such reclassification, change, consolidation, merger,
share exchange, sale or conveyance by a holder of the number of shares of Common
Stock deliverable upon conversion of such Security immediately prior to such
reclassification, change, consolidation, merger, share exchange, sale or
conveyance. Such supplemental indenture shall provide for adjustments of the
Conversion Price which shall be as nearly equivalent as may be practicable to
the adjustments of the Conversion Price provided for in this Article X. If, in
the case of any such consolidation, merger, share exchange, sale or conveyance,
the stock or other securities and property (including cash) receivable thereupon
by a holder of Common Stock includes shares of Capital Stock or other securities
and property of a corporation other than the successor or purchasing
corporation, as the case may be, in such consolidation, merger, share exchange,
sale or conveyance, then such supplemental indenture shall also be executed by
such other corporation and shall contain such additional provisions to protect
the interests of the Holders of the Securities as the Board of Directors of the
Company shall reasonably consider necessary by reason of the foregoing. The
provision of this


                                      -60-
<PAGE>


Section 10.12 shall similarly apply to successive consolidations, mergers, share
exchanges, sales or conveyances. Notwithstanding the foregoing, a distribution
by the Company to all holders of its Common Stock for which an adjustment to the
Conversion Price or provision for conversion of the Securities may be made
pursuant to Section 10.06 shall not be deemed to be a sale or conveyance of all
or substantially all of the assets of the Company for purposes of this Section
10.12.

                  In the event the Company shall execute a supplemental
indenture pursuant to this Section 10.12, the Company shall promptly file with
the Trustee an Opinion of Counsel stating that such supplemental indenture is
authorized or permitted by this Indenture and an Officers' Certificate briefly
stating the reasons therefor, the kind or amount of shares of stock or
securities or property (including cash) receivable by Holders of the Securities
upon the conversion of their Securities after any such reclassification, change,
consolidation, merger, share exchange, sale or conveyance, any adjustment to be
made with respect thereto and that all conditions precedent have been complied
with.

                  SECTION 10.13. Trustee's Disclaimer. The Trustee has no duty
to determine when an adjustment under this Article X should be made, how it
should be made or what such adjustment should be made, but may accept as
conclusive evidence of the correctness of any such adjustment, and shall be
protected in relying upon, the Officers' Certificate with respect thereto which
the Company is obligated to file with the Trustee pursuant to Section 10.10. The
Trustee shall not be accountable for and makes no representation as to the
validity or value of any securities or assets issued upon conversion of
Securities, and the Trustee shall not be responsible for the Company's failure
to comply with any provisions of this Article X. Each Conversion Agent (other
than the Company or an Affiliate of the Company) shall have the same protection
under this Section 10.13 as the Trustee.

                  The Trustee shall not be under any responsibility to determine
the correctness of any provisions contained in any supplemental indenture
executed pursuant to Section 10.12, but may accept as conclusive evidence of the
correctness thereof, and shall be protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 10.12.

                  SECTION 10.14. Voluntary Reduction. The Company from time to
time may reduce the Conversion Price by any amount for any period of time if the
period is at least 20 Trading Days or such longer period as may be required by
law and if the reduction is irrevocable during the period; provided that in no
event may the Conversion Price be less than the par value of a share of Common
Stock. Any reduction in the conversion price described in this paragraph will be
subject to stockholder approval, to the extent necessary, in accordance with the
applicable rules of Nasdaq or any other national stock exchange on which the
Company's common stock is listed.

                  SECTION 10.15. Simultaneous Adjustments. In the event that
this Article X requires adjustments to the Conversion Price under more than one
of Sections 10.06(c), (d) and


                                      -61-
<PAGE>


(e), and the record dates for the distributions giving rise to such adjustments
shall occur on the same date, then such adjustments shall be made by applying,
first, the provisions of Section 10.06(d) or (e), as applicable, and, second,
the provisions of Section 10.06(c). If more than one event requiring adjustment
pursuant to Section 10.06 shall occur before completing the determination of the
Conversion Price for the first event requiring such adjustment, then the Board
of Directors (whose determination shall, if made in good faith, be conclusive)
shall make such adjustments to the Conversion Price (and the calculation
thereof) after giving effect to all such events as shall preserve for
Securityholders the Conversion Price protection provided in Section 10.06.

                                   ARTICLE XI

                                   GUARANTEES

                  SECTION 11.01. Guarantees.

                  (a) For good and valuable consideration, the receipt and
         sufficiency of which are hereby acknowledged, each of the Guarantors
         hereby jointly and severally and irrevocably and unconditionally
         guarantees to the Trustee and to each Holder of a Security
         authenticated and delivered by the Trustee irrespective of the validity
         or enforceability of this Indenture or the Securities or the
         Obligations of the Company and the Guarantors under this Indenture,
         that: (i) the principal of, premium, if any, and any interest, on the
         Securities (including, without limitation, contingent interest and any
         interest that accrues after the filing of a proceeding of the type
         described in Sections 6.01(e) and (f)), Liquidated Damages, if any, on
         the Securities and any fees, expenses and other amounts owing under
         this Indenture will be duly and punctually paid in full when due,
         whether at Stated Maturity, by acceleration, call for redemption, upon
         a Purchase Notice, a Change in Control Offer, purchase or otherwise,
         and interest on the overdue principal and (to the extent permitted by
         law) interest, if any, on the Securities and any other amounts due in
         respect of the Securities, and all other Obligations of the Company and
         the Guarantors to the Holders of the Securities under this Indenture
         and the Securities, whether now or hereafter existing, will be promptly
         paid in full or performed, all strictly in accordance with the terms
         hereof and of the Securities; and (ii) in case of any extension of time
         of payment or renewal of any Securities or any of such other
         Obligations, the same will be promptly paid in full when due or
         performed in accordance with the terms of the extension or renewal,
         whether at Stated Maturity, by acceleration, call for redemption, upon
         a Purchase Notice, a Change in Control Offer, purchase or otherwise. If
         payment is not made when due of any amount so guaranteed for whatever
         reason, each Guarantor shall be jointly and severally obligated to pay
         the same individually whether or not such failure to pay has become an
         Event of Default which could cause acceleration pursuant to Section
         6.02. Each Guarantor agrees that this is a guarantee of payment and not
         a guarantee of collection. An Event of Default under this Indenture or
         the Securities shall constitute an Event of Default under this
         Guarantee, and shall entitle the Holders to accelerate the Obligations
         of each Guarantor hereunder in the same manner and


                                      -62-
<PAGE>


         to the same extent as the Obligations of the Company. This Guarantee is
         intended to be superior to or pari passu in right of payment with all
         indebtedness of the Guarantors and each Guarantor's Obligations are
         independent of any Obligation of the Company or any other Guarantor.

                  (b) Each Guarantor waives presentation to, demand of, payment
         from and protest to the Company of any of the Obligations under this
         Indenture or the Securities and also waives notice of protest for
         nonpayment. Each Guarantor waives notice of any default under the
         Securities or the Obligations. The Obligations of each Guarantor
         hereunder shall not be affected by (a) the failure of any Holder or the
         Trustee to assert any claim or demand or to enforce any right or remedy
         against the Company or any other Person under this Indenture, the
         Securities or any other agreement or otherwise; (b) any extension or
         renewal of any guarantee thereof; (c) any rescission, waiver, amendment
         or modification of any of the terms or provisions of this Indenture,
         the Securities or any other agreement; (d) the release of any security
         held by any Holder or the Trustee for the Obligations or any of them;
         (e) the failure of any Holder or the Trustee to exercise any right or
         remedy against any other guarantor of the Obligations; or (f) any
         change in the ownership of such Guarantor.

                  (c) The Obligations of each Guarantor hereunder shall not be
         subject to any reduction, limitation, impairment or termination for any
         reason, including any claim of waiver, release, surrender, alteration
         or compromise, and shall not be subject to any defense of setoff,
         counterclaim, recoupment or termination whatsoever or by reason of the
         invalidity, illegality or unenforceability of the Obligations of the
         Company or otherwise. Without limiting the generality of the foregoing,
         the Obligations of each Guarantor herein shall not be discharged or
         impaired or otherwise affected by the failure of any Holder or the
         Trustee to assert any claim or demand or to enforce any remedy under
         this Indenture, the Securities or any other agreement, by any waiver or
         modification of any thereof, by any default, failure or delay, willful
         or otherwise, in the performance of the Obligations of the Company, or
         by any other act or thing or omission or delay to do any other act or
         thing which may or might in any manner or to any extent vary the risk
         of such Guarantor or would otherwise operate as a discharge of such
         Guarantor as a matter of law or equity.

                  (d) Each Guarantor further agrees that its Guarantee herein
         shall continue to be effective or be reinstated, as the case may be, if
         at any time payment, or any part thereof, of principal of, premium, if
         any, on or interest (including contingent interest, if any), and
         Liquidated Damages, if any, on any Obligation of the Company is
         rescinded or must otherwise be restored by any Holder or the Trustee
         upon the bankruptcy or reorganization of the Company or otherwise.

                  (e) In furtherance of the foregoing and not in limitation of
         any other right which any Holder or the Trustee has at law or in equity
         against any Guarantor by virtue hereof, upon the failure of the Company
         to pay the principal of, premium, if any, on or


                                      -63-
<PAGE>


         interest on any Obligation when and as the same shall become due,
         whether at maturity, by acceleration, by redemption or otherwise, or to
         perform or comply with any other Obligation, each Guarantor hereby
         promises to and will, upon receipt of written demand by the Trustee,
         forthwith pay, or cause to be paid, in cash, to the Holders or the
         Trustee an amount equal to the sum of (i) the unpaid amount of such
         Obligations, (ii) accrued and unpaid interest on such Obligations (but
         only to the extent not prohibited by law) and (iii) all other monetary
         Obligations of the Company to the Holders and the Trustee.

                  (f) Until such time as the Securities and the other
         Obligations of the Company guaranteed hereby have been satisfied in
         full, each Guarantor hereby irrevocably waives any claim or other
         rights that it may now or hereafter acquire against the Company or any
         other Guarantor that arise from the existence, payment, performance or
         enforcement of such Guarantor's Obligations under this Guarantee,
         including, without limitation, any right of subrogation, reimbursement,
         exoneration, contribution or indemnification and any right to
         participate in any claim or remedy of the Holders or the Trustee
         against the Company or any other Guarantor or any security, whether or
         not such claim, remedy or right arises in equity or under contract,
         statute or common law, including, without limitation, the right to take
         or receive from the Company or any other Guarantor, directly or
         indirectly, in cash or other property or by set-off or in any other
         manner, payment or security on account of such claim, remedy or right.
         If any amount shall be paid to such Guarantor in violation of the
         preceding sentence at any time prior to the later of the payments in
         full of the Securities and all other amounts payable under this
         Indenture, this Guarantee and the Stated Maturity of the Securities,
         such amount shall be held in trust for the benefit of the Holders and
         the Trustee and shall forthwith be paid to the Trustee to be credited
         and applied to the Securities and all other amounts payable under this
         Guarantee, whether matured or unmatured, in accordance with the terms
         of this Indenture, or to be held as security for any Obligations or
         other amounts payable under this Guarantee thereafter arising.

                  (g) Each Guarantor acknowledges that it will receive direct
         and indirect benefits from the financing arrangements contemplated by
         this Indenture and that the waiver set forth in this Section 11.01 is
         knowingly made in contemplation of such benefits. Each Guarantor
         further agrees that, as between it, on the one hand, and the Holders
         and the Trustee, on the other hand, (x) subject to this Article 11, the
         maturity of the Obligations guaranteed hereby may be accelerated as
         provided in Article 6 for the purposes of this Guarantee,
         notwithstanding any stay, injunction or other prohibition preventing
         such acceleration in respect of the Obligations guaranteed hereby, and
         (y) in the event of any acceleration of such Obligations guaranteed
         hereby as provided in Article 6, such Obligations (whether or not due
         and payable) shall further then become due and payable by the
         Guarantors for the purposes of this Guarantee.

                  (h) A Guarantor that makes a distribution or payment under a
         Guarantee shall be entitled to contribution from each other Guarantor
         in a pro rata amount based on the Adjusted Net Assets of each such
         other Guarantor for all payments, damages and


                                      -64-
<PAGE>


         expenses incurred by that Guarantor in discharging the Company's
         obligations with respect to the Securities and this Indenture or any
         other Guarantor with respect to its Guarantee, so long as the exercise
         of such right does not impair the rights of the Holders of the
         Securities under the Guarantees.

                  (i) Each Guarantor also agrees to pay any and all costs and
         expenses (including reasonable attorneys' fees) incurred by the Trustee
         or any Holder in enforcing any rights under this Section.

                  SECTION 11.02. Limitation on Liability.

                  Any term or provision of this Indenture to the contrary
notwithstanding, the maximum aggregate amount of the Obligations guaranteed
hereunder by any Guarantor shall not exceed the maximum amount that can be
hereby guaranteed without rendering this Indenture, as it relates to such
Guarantor, void, voidable or unenforceable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally. To effectuate the foregoing intention, the
Obligations of each Guarantor shall be limited to the maximum amount as will,
after giving effect to all other contingent and fixed liabilities of such
Guarantor and after giving effect to any collections from or payments made by or
on behalf of any other Guarantor in respect of the Obligations of such other
Guarantor under its Guarantee or pursuant to its contribution Obligations
hereunder, result in the Obligations of such Guarantor under its Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law or otherwise not being void, voidable or unenforceable under any
bankruptcy, reorganization, receivership, insolvency, liquidation or other
similar legislation or legal principles under any applicable foreign law. Each
Guarantor that makes a payment or distribution under a Guarantee shall be
entitled to a contribution from each other Guarantor in a pro rata amount based
on the Adjusted Net Assets of each Guarantor.

                  SECTION 11.03. Execution and Delivery of Guarantees.

                  To further evidence its Guarantee set forth in Section 11.01
hereof, each Guarantor hereby agrees that notation of such Guarantee shall be
endorsed on each Security authenticated and delivered by the Trustee and
executed by either manual or facsimile signature of an authorized officer of
such Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in
Section 11.01 hereof shall remain in full force and effect notwithstanding any
failure to endorse on each Security a notation of such Guarantee. If an officer
of a Guarantor whose signature is on this Indenture or a Security no longer
holds that office at the time the Trustee authenticates such Security or at any
time thereafter, such Guarantor's Guarantee of such Security shall be valid
nevertheless. The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of any Guarantee
set forth in this Indenture on behalf of the Guarantor.


                                      -65-
<PAGE>


                  SECTION 11.04. When a Guarantor May Merge, etc.

                  No Guarantor shall consolidate with or merge with or into
(whether or not such Guarantor is the surviving person) another corporation,
Person or entity whether or not affiliated with such Guarantor (but excluding
any consolidation, amalgamation or merger if the surviving corporation is no
longer a Subsidiary) unless (i) subject to the provisions of Section 11.07
hereof, the Person formed by or surviving any such consolidation or merger (if
other than such Guarantor) assumes all the Obligations of such Guarantor
pursuant to a supplemental indenture in form reasonably satisfactory to the
Trustee under the Securities and this Indenture and (ii) immediately after
giving effect to such transaction, no Default or Event of Default exists. In
connection with any such consolidation or merger, the Trustee shall be entitled
to receive an Officers' Certificate and an Opinion of Counsel stating that such
consolidation or merger is permitted by this Section 11.04.

                  SECTION 11.05. No Waiver.

                  Neither a failure nor a delay on the part of either the
Trustee or the Holders in exercising any right, power or privilege under this
Article 11 shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise of any right, power or
privilege. The rights, remedies and benefits of the Trustee and the Holders
herein expressly specified are cumulative and not exclusive of any other rights,
remedies or benefits which either may have under this Article 11 at law, in
equity, by statute or otherwise.

                  SECTION 11.06. Modification.

                  No modification, amendment or waiver of any provision of this
Article 11, nor the consent to any departure by any Guarantor therefrom, shall
in any event be effective unless the same shall be in writing and signed by the
Trustee, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice to or demand on any
Guarantor in any case shall entitle such Guarantor to any other or further
notice or demand in the same, similar or other circumstances.

                  SECTION 11.07. Release of Guarantor.

                  Upon the sale or other transfer of all or substantially all of
the Capital Stock or all or substantially all of the assets of a Guarantor to
any Person that is not an Affiliate of the Company in compliance with the terms
of this Indenture (including, without limitation, Section 11.04 hereof) and in a
transaction that does not result in a Default or an Event of Default being in
existence or continuing immediately thereafter, such Guarantor shall be deemed
automatically and unconditionally released and discharged from all obligations
under this Indenture without any further action required on the part of the
Trustee or any Holder. The Trustee shall deliver at the expense of the Company
an appropriate instrument or instruments evidencing such release upon receipt of
a request of the Company accompanied by an Officers' Certificate and Opinion of


                                      -66-
<PAGE>


Counsel certifying as to the compliance with this Section 11.07 and the other
applicable provisions of this Indenture.

                  SECTION 11.08. Execution of Supplemental Indentures for Future
Guarantors.

                  Any Domestic Subsidiary that guarantees any debt securities of
the Company (excluding bank credit facilities) is required to become a Guarantor
(but only so long as such other guarantees continue in effect) and the Company
shall cause each such Subsidiary to promptly execute and deliver to the Trustee
a supplemental indenture in the form of Exhibit C hereto pursuant to which such
Subsidiary shall become a Guarantor under this Article 11 and shall guarantee
the Obligations of the Company under the Securities and this Indenture.
Concurrently with the execution and delivery of such supplemental indenture, the
Company shall deliver to the Trustee an Opinion of Counsel to the effect that
such supplemental indenture has been duly authorized, executed and delivered by
such Subsidiary and that, subject to the application of bankruptcy, insolvency,
moratorium, fraudulent conveyance or transfer and other similar laws relating to
creditors' rights generally and to the principles of equity, and subject to
other exceptions reasonably satisfactory to the Trustee, whether considered in a
proceeding at law or in equity, the Guarantee of such Guarantor is a legal,
valid and binding obligation of such Guarantor, enforceable against such
Guarantor in accordance with its terms, and as to any such other matters as the
Trustee may reasonably request.

                                  ARTICLE XII

                                  MISCELLANEOUS

                  SECTION 12.01. Trust Indenture Act Controls. If any provision
of this Indenture limits, qualifies, or conflicts with another provision which
is required to be included in this Indenture by the TIA, the required provision
shall control.

                  SECTION 12.02. Notices. Any request, demand, authorization,
notice, waiver, consent or communication shall be in writing and delivered in
person or mailed by first-class mail, postage prepaid, addressed as follows, or
transmitted by facsimile transmission (confirmed orally) to the following
facsimile numbers:

                  if to the Company, to:

                  10990 Roe Avenue
                  Overland Park, KS  66211
                  Attention:  Chief Financial Officer
                  Facsimile No.:  (913) 696-6116


                                      -67-
<PAGE>

                  in either case, with a copy to:

                  Fulbright & Jaworski L.L.P.
                  1301 McKinney, Suite 5100
                  Houston, TX  77010
                  Attention:  Charles L. Strauss
                  Facsimile No.:  (713) 651-5246

                  if to the Trustee, to:

                  Deutsche Bank Trust Company Americas
                  60 Wall Street
                  27th Floor
                  New York, New York 10005
                  Attention:  Corporate Trust and Agency Services
                  Facsimile No.:  (212) 797-8614

                  with a copy to:

                  Seward & Kissel LLP
                  One Battery Park Plaza
                  New York, NY  10007
                  Attention:  Meredith Elliott
                  Facsimile No.:  (212) 480-8421

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

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

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

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

                  SECTION 12.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the


                                      -68-
<PAGE>


Registrar, the Paying Agent, the Conversion Agent and anyone else shall have the
protection of TIA Section 312(c).

                  SECTION 12.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

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

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

                  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 eligible and qualified 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 case should know, that the certificate or opinion or representations
with respect to the matters upon which his or her 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 the
information on which counsel is relying unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

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

                  SECTION 12.05. Statements Required in Certificate or Opinion.
Each Officers' Certificate or Opinion of Counsel with respect to compliance with
a covenant or condition provided for in this Indenture shall include:

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


                                      -69-
<PAGE>


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

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

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

                  SECTION 12.06. Separability Clause. In case any provision in
this Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

                  SECTION 12.07. Rules by Trustee, Paying Agent, Conversion
Agent and Registrar. The Trustee may make reasonable rules for action by or a
meeting of Securityholders. The Registrar, the Conversion Agent and the Paying
Agent may make reasonable rules for their functions.

                  SECTION 12.08. Legal Holidays. A "Legal Holiday" is any day
other than a Business Day. If any specified date (including a date for giving
notice) is a Legal Holiday, the action shall be taken on the next succeeding day
that is not a Legal Holiday, and, if the action to be taken on such date is a
payment in respect of the Securities, no interest (including contingent
interest, if any) or Liquidated Damages, if any, shall accrue for the
intervening period.

                  SECTION 12.09. Governing Law. THIS INDENTURE AND EACH SECURITY
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK,
AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.

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

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


                                      -70-
<PAGE>


                  SECTION 12.12. Multiple Originals. This Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.



                                      -71-
<PAGE>


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


                                               YELLOW CORPORATION


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


                                               DEUTSCHE BANK TRUST COMPANY
                                                 AMERICAS


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



                                      -72-
<PAGE>


                                               YELLOW DOT COM SUBSIDIARY, INC.
                                               MERIDIAN IQ, LLC
                                               YELLOW GPS, LLC
                                               GLOBE.COM LINES, INC.
                                               MEGASYS, INC.


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


                                               YELLOW TRANSPORTATION, INC.


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


                                               YELLOW TECHNOLOGIES, INC.


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


                                               MISSION SUPPLY CO.
                                               YELLOW REDEVELOPMENT CORP.
                                               YELLOW RELOCATION SERVICES, INC.


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


                                      -73-
<PAGE>


                                                                     EXHIBIT A-1

                        [FORM OF FACE OF GLOBAL SECURITY]

                  FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS SECURITY IS SUBJECT
TO THE TREASURY REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS (THE
"CONTINGENT PAYMENT DEBT REGULATIONS"). UNDER THE CONTINGENT PAYMENT DEBT
REGULATIONS, EACH HOLDER OF THIS SECURITY, REGARDLESS OF ITS METHOD OF
ACCOUNTING FOR U.S. FEDERAL INCOME TAX PURPOSES, WILL BE REQUIRED TO ACCRUE
INTEREST INCOME ON THIS SECURITY ON A CONSTANT YIELD BASIS AT AN ASSUMED YIELD
OF 8.10% PER ANNUM COMPOUNDED SEMI-ANNUALLY (THE "COMPARABLE YIELD") DETERMINED
AT THE TIME OF ISSUANCE. THIS ACCRUED INTEREST INCOME WILL BE IN EXCESS OF THE
REGULAR INTEREST PAYMENTS. FOR PURPOSES OF DETERMINING THE AMOUNT AND TIMING OF
INTEREST INCOME THAT A HOLDER WILL BE REQUIRED TO ACCRUE, YELLOW CORPORATION
(THE "COMPANY") HAS CONSTRUCTED A "PROJECTED PAYMENT SCHEDULE". HOLDERS OF THIS
SECURITY MAY OBTAIN INFORMATION REGARDING THE COMPARABLE YIELD AND THE PROJECTED
PAYMENT SCHEDULE FOR THIS SECURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH
INFORMATION TO: YELLOW CORPORATION, 10990 ROE AVENUE, OVERLAND PARK, KANSAS
66211, ATTN.: CHIEF FINANCIAL OFFICER, SUCH INFORMATION TO BE MADE AVAILABLE,
BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE, PROMPTLY UPON REQUEST.

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

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF
OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                  THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY, AND THE COMMON STOCK
DELIVERABLE UPON CONVERSION HEREOF


                                     A-1-1
<PAGE>


MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS
SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.

                  THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE.

                  THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON
SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE.


                                     A-1-2
<PAGE>


                               YELLOW CORPORATION

               3.375% Contingent Convertible Senior Notes due 2023

No.: A-1                                                       CUSIP: 985509AP3

Issue Date: November 25, 2003                    Principal Amount: $150,000,000

                  YELLOW CORPORATION, a Delaware corporation, promises to pay to
Cede & Co. or registered assigns, the Principal Amount as set forth on Schedule
I hereto, on November 25, 2023, subject 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. This Security is
convertible as specified on the other side of this Security.

                  Interest Payment Dates: November 25 and May 25, commencing
         May 25, 2004

                  Record Dates: November 1 and May 1


Dated:

                                               YELLOW CORPORATION


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


                                     A-1-3
<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Deutsche Bank Trust Company Americas, as Trustee, certifies that this is one of
the Securities referred to in the within-mentioned Indenture.



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


Dated:


                                     A-1-4
<PAGE>


                         [FORM OF REVERSE SIDE OF NOTE]

                               YELLOW CORPORATION

               3.375% Contingent Convertible Senior Notes Due 2023

1.       Interest.

                  This Security shall accrue interest at an initial rate of
3.375% per annum. The Company promises to pay interest on the Securities in cash
semiannually on each November 25 and May 25, commencing May 25, 2004, to Holders
of record on the immediately preceding November 1 and May 1, respectively,
whether or not such day is a Business Day. Interest on the Securities will
accrue from the most recent date to which interest has been paid, or if no
interest has been paid, from November 25, 2003, until the Principal Amount is
paid or duly made available for payment. The Company will pay interest on any
overdue Principal Amount at the interest rate borne by the Securities at the
time such interest on the overdue Principal Amount accrues, compounded
semiannually, and it shall pay interest on overdue installments of interest and
Liquidated Damages, if any (without regard to any applicable grace period), at
the same interest rate compounded semiannually. Interest (including contingent
interest, if any) on the Securities will be computed on the basis of a 360-day
year comprised of twelve 30-day months.

                  The Company shall pay contingent interest to the Holders
during any six-month period (a "Contingent Interest Period") from November 30 to
May 29 and from May 30 to November 29, with the initial six-month period
commencing November 30, 2012, if the average Security Trading Price for the five
Trading Day period ending on the third Trading Day immediately preceding the
first day of the applicable Contingent Interest Period equals $1,200 or more.
The amount of contingent interest payable per $1,000 principal amount of
Securities in respect of any Contingent Interest Period shall equal the greater
of (i) 0.5% per annum of the principal amount of the Securities and (ii) 0.5%
per annum of the average Trading Price of the Securities for the five Trading
Day period immediately proceeding such six-month period. The Company will pay
contingent interest, if any, in the same manner as it will pay interest as
described above.

2.       Method of Payment.

                  The Company will pay interest (including contingent interest,
if any) and Liquidated Damages, if any, on this Security (except defaulted
interest) to the Person who is the registered Holder of this Security at the
close of business on November 1 or May 1, as the case may be, next preceding the
related interest payment date. Subject to the terms and conditions of the
Indenture, the Company will make payments in respect of the Redemption Price,
Purchase Price, Change in Control Purchase Price and the Principal Amount at
Stated Maturity, as the case may be, to the Holder who surrenders a Security to
a Paying Agent to collect such payments in respect of the Security. The Company
will pay cash amounts in money of the United States that at the time of payment
is legal tender for payment of public and private debts. However, the Company
may pay interest (including contingent interest, if any), Liquidated Damages, if
any, the Redemption Price, Purchase Price, Change in Control Purchase Price and
the Principal Amount at Stated Maturity, as the case may be, by check or wire
payable in such money; provided, however, that a Holder holding Securities with
an aggregate Principal Amount in excess of


                                     A-1-5
<PAGE>


$1,000,000 will be paid by wire transfer in immediately available funds at the
election of such Holder. The Company may mail an interest check to the Holder's
registered address. Notwithstanding the foregoing, so long as this Security is
registered in the name of a Depositary or its nominee, all payments hereon shall
be made by wire transfer of immediately available funds to the account of the
Depositary or its nominee.

3.       Paying Agent, Conversion Agent and Registrar.

                  Initially, Deutsche Bank Trust Company Americas (the
"Trustee") will act as Paying Agent, Conversion Agent and Registrar. The Company
may appoint and change any Paying Agent, Conversion Agent or Registrar without
notice, other than notice to the Trustee; provided that the Company will
maintain at least one Paying Agent in the State of New York, City of New York,
Borough of Manhattan, which shall initially be an office or agency of the
Trustee. The Company or any of its Subsidiaries or any of their Affiliates may
act as Paying Agent, Conversion Agent or Registrar.

4.       Indenture.

                  The Company issued the Securities under an Indenture dated as
of November 25, 2003 (the "Indenture"), between the Company and the Trustee. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as in
effect from time to time (the "TIA"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are referred to
the Indenture and the TIA for a statement of those terms.

                  The Securities are limited to $150,000,000 aggregate Principal
Amount (which shall include the Initial Purchasers' option to purchase up to
$20,000,000 of additional Securities) (subject to Section 2.07 of the
Indenture). The Indenture does not limit other indebtedness of the Company,
secured or unsecured.

5.       Redemption at the Option of the Company.

                  No sinking fund is provided for the Securities. The Securities
are not redeemable prior to November 30, 2012. Beginning on November 30, 2012
and during the periods thereafter to maturity, the Securities are redeemable as
a whole, or from time to time in part, in any integral multiple of $1,000, at
any time at the option of the Company at a Redemption Price equal to 100% of the
Principal Amount, together with accrued and unpaid interest (including
contingent interest, if any) and Liquidated Damages, if any, thereon, up to but
not including the Redemption Date; provided that, if the Redemption Date is on
or after an interest record date but on or prior to the related interest payment
date, interest and Liquidated Damages, if any, will be payable to the Holders in
whose names the Securities are registered at the close of business on the
relevant record date.

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

                  Subject to the terms and conditions of the Indenture, the
Company shall become obligated to purchase, at the option of the Holder, all or
any portion of the Securities held by


                                     A-1-6
<PAGE>


such Holder, in any integral multiple of $1,000, on November 25, 2012, November
25, 2015 and November 25, 2020 (each, a "Purchase Date") at a purchase price per
Security equal to 100% of the aggregate Principal Amount of the Security (the
"Purchase Price"), together with accrued and unpaid interest (including
contingent interest, if any) and Liquidated Damages, if any, thereon, up to but
not including the Purchase Date (provided that, if the Purchase Date is on or
after an interest record date but on or prior to the related interest payment
date, accrued and unpaid interest, if any (including contingent interest, if
any), and Liquidated Damages, if any, will be payable to the Holders in whose
names the Securities are registered at the close of business on the relevant
record date) upon delivery of a Purchase Notice containing the information set
forth in the Indenture, together with the Securities subject thereto, at any
time from the opening of business on the date that is 20 Business Days prior to
such Purchase Date until the close of business on the Business Day prior to such
Purchase Date, and upon delivery of the Securities to the Paying Agent by the
Holder as set forth in the Indenture.

                  At the option of the Holder and subject to the terms and
conditions of the Indenture, the Company shall become obligated to purchase the
Securities held by such Holder after the occurrence of a Change in Control of
the Company for a Change in Control Purchase Price equal to 100% of the
Principal Amount thereof plus accrued and unpaid interest (including contingent
interest, if any) and Liquidated Damages, if any, thereon, up to but not
including the Change in Control Purchase Date which Change in Control Purchase
Price shall be paid in cash. Holders have the right to withdraw any Purchase
Notice or Change in Control Purchase Notice, as the case may be, by delivering
to the Paying Agent a written notice of withdrawal in accordance with the
provisions of the Indenture.

                  If cash sufficient to pay the Purchase Price or Change in
Control Purchase Price, as the case may be, and accrued and unpaid interest
(including contingent interest, if any) and Liquidated Damages, if any, of all
Securities or portions thereof to be purchased as of the Purchase Date or the
Change in Control Purchase Date, as the case may be, is deposited with the
Paying Agent on the Business Day following the Purchase Date or the Change in
Control Purchase Date, interest (including contingent interest, if any) and
Liquidated Damages, if any, cease to accrue on such Securities (or portions
thereof) immediately after such Purchase Date or Change in Control Purchase
Date, and the Holder thereof shall have no other rights as such other than the
right to receive the Purchase Price or Change in Control Purchase Price, as the
case may be, upon surrender of such Security.

7.       Notice of Redemption.

                  Notice of redemption pursuant to paragraph 5 of this Security
will be mailed at least 30 days but not more than 60 days before the Redemption
Date to each Holder of Securities to be redeemed at the Holder's registered
address. If money sufficient to pay the Redemption Price of all Securities (or
portions thereof) to be redeemed on the Redemption Date is deposited with the
Paying Agent prior to or on the Redemption Date, immediately after such
Redemption Date interest (including contingent interest, if any) and Liquidated
Damages, if any, cease to accrue on such Securities or portions thereof.
Securities in denominations larger than $1,000 of Principal Amount may be
redeemed in part but only in integral multiples of $1,000 of Principal Amount.


                                     A-1-7
<PAGE>


8.       Conversion.

                  Subject to the provisions of Article X of the Indenture, a
Holder of a Security may convert such Security into shares of Common Stock of
the Company if any of the conditions specified in paragraphs (a) through (e) of
Section 10.01 of the Indenture is satisfied; provided, however, that if such
Security is called for redemption, the conversion right will terminate at the
close of business on the second Business Day before the Redemption Date of such
Security (unless the Company shall default in making the redemption payment when
due, in which case the conversion right shall terminate at the close of business
on the date such Default is cured and such Security is redeemed). The initial
conversion price is $46.00 per share, subject to adjustment under certain
circumstances as described in the Indenture (the "Conversion Price"). The number
of shares issuable upon conversion of a Security is determined by dividing the
principal amount converted by the Conversion Price in effect on the Conversion
Date. In the event of a conversion of a Security in a Principal Value
Conversion, the Company has the option to deliver cash and/or Common Stock to
the Holder of the Security surrendered for such conversion as provided in
Section 10.02 of the Indenture. Upon conversion, no adjustment for interest, if
any (including contingent interest, if any), or dividends will be made. No
fractional shares will be issued upon conversion; in lieu thereof, an amount
will be paid in cash based upon the current market price (as defined in the
Indenture) of the Common Stock on the last Trading Day prior to the date of
conversion.

                  To convert a Security, a Holder must (a) complete and sign the
conversion notice set forth below and deliver such notice to the Conversion
Agent, (b) surrender the Security to the Conversion Agent, (c) furnish
appropriate endorsements and transfer documents if required by the Registrar or
the Conversion Agent, (d) pay any transfer or similar tax, if required and (e)
if the Security is held in book-entry form, complete and deliver to the
Depositary appropriate instructions pursuant to the Depositary's book-entry
conversion programs. If a Holder surrenders a Security for conversion between
the record date for the payment of an installment of interest and the next
interest payment date, the Security must be accompanied by payment of an amount
equal to the interest (including contingent interest, if any) and Liquidated
Damages, if any, payable on such interest payment date on the principal amount
of the Security or portion thereof then converted; provided, however, that no
such payment shall be required if such Security has been called for redemption
on a Redemption Date within the period between and including such record date
and such interest payment date, or if such Security is surrendered for
conversion on the interest payment date. A Holder may convert a portion of a
Security equal to $1,000 or any integral multiple thereof.

                  A Security in respect of which a Holder has delivered a
Purchase Notice or a Change in Control Repurchase Notice exercising the option
of such Holder to require the Company to repurchase such Security as provided in
Section 3.08 or Section 3.09, respectively, of the Indenture may be converted
only if such notice of exercise is withdrawn as provided above and in accordance
with the terms of the Indenture.

9.       Denominations; Transfer; Exchange.

                  The Securities are in fully registered form, without coupons,
in denominations of $1,000 of Principal Amount and integral multiples of $1,000.
A Holder may transfer or

                                     A-1-8
<PAGE>


exchange Securities in accordance with the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not transfer or exchange any Securities selected
for redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or any Securities in respect of
which a Purchase Notice or a Change in Control Purchase Notice has been given
and not withdrawn (except, in the case of a Security to be purchased in part,
the portion of the Security not to be purchased) or any Securities for a period
of 15 days before the mailing of a notice of redemption of Securities to be
redeemed.

10.      Persons Deemed Owners.

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

11.      Unclaimed Money or Securities.

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

12.      Amendment; Waiver.

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount of the Securities
at the time outstanding and (ii) certain Defaults may be waived with the written
consent of the Holders of a majority in aggregate Principal Amount of the
Securities at the time outstanding. Subject to certain exceptions set forth in
the Indenture, without the consent of any Securityholder, the Company and the
Trustee may amend the Indenture or the Securities so long as such changes, other
than those in clause (ii), do not adversely affect the interest of
Securityholders (i) to cure any ambiguity, omission, defect or inconsistency,
(ii) to comply with Article V or Section 10.01(e) or Section 10.12 of the
Indenture, (iii) to evidence and provide for the acceptance of appointment under
the Indenture by a successor Trustee, or (iv) to comply with any requirement of
the SEC in connection with the qualification of the Indenture under the TIA.

13.      Defaults and Remedies.

                  Under the Indenture, Events of Default include, in summary
form, (i) default in the payment of any interest (including contingent interest,
if any) or Liquidated Damages, if any, on any Securities when the same becomes
due and payable and such default continues for 30 days; (ii) default in payment
of the Principal Amount, Redemption Price, Purchase Price or Change in Control
Purchase Price, as the case may be, in respect of the Securities when the same
becomes due and payable; (iii) failure by the Company in the performance, or
breach, of any of the Company's other covenants in the Indenture which are not
remedied within 45 days;


                                     A-1-9
<PAGE>


(iv) defaults by the Company in the payment at final maturity (giving effect to
any applicable grace periods and any extension thereof) of the stated principal
amount of any of the Company's or its Subsidiaries indebtedness, or acceleration
of the final stated maturity of any such indebtedness (which acceleration is not
rescinded, annulled or otherwise cured within 20 days of receipt by the Company
or such Subsidiary of notice of any such acceleration) if the aggregate
principal amount of such indebtedness aggregates $20,000,000 or more at any
time; (v) the Company or a Significant Subsidiary fails to pay when due any
final, non-appealable judgment (other than any judgment as to which a reputable
insurance company has accepted full liability) aggregating in excess of
$20,000,000, which judgments are not stayed, bonded or discharged within 60 days
after its entry; (vi) failure by the Company to issue Common Stock upon
conversion of Securities by a Holder in accordance with the provisions of the
Indenture; (vii) a Guarantee by a Guarantor that is a Significant Subsidiary
ceases to be or is asserted by the Company or any Guarantor not to be in full
force and effect (other than in accordance with the terms of the Indenture and
such Guarantees); and (viii) certain events of bankruptcy or insolvency.

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

14.      Trustee Dealings with the Company.

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

15.      No Recourse Against Others.

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

16.      Authentication.

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

17.      Abbreviations.

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM ("tenants in common"), TEN ENT
("tenants by the entireties"), JT


                                     A-1-10
<PAGE>


TEN ("Joint tenants with right of survivorship and not as tenants in common"),
CUST ("custodian") and U/G/M/A ("Uniform Gift to Minors Act").

18.      Governing Law.

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

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

                  Yellow Corporation
                  10990 Roe Avenue
                  Overland Park, KS  66211
                  Attn.:  Chief Financial Officer



                                     A-1-11
<PAGE>


                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


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


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

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

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

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


                                     A-1-12
<PAGE>


                                CONVERSION NOTICE

                  To convert this Security into Common Stock of the Company,
check the box [ ]

                  To convert only part of this Security, state the Principal
Amount to be converted (which must be $1,000 or an integral multiple of
$1,000):
         ----------------------------------------------------------------------

                  If you want the stock certificate made out in another person's
name fill in the form below:


--------------------------------------------------------------------------------
                (Insert the other person's soc. sec. tax ID no.)


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

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

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



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


Signature Guaranteed


-------------------------------------
Participant in a Recognized Signature
Guarantee Medallion Program


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


                                     A-1-13
<PAGE>


                                    GUARANTEE

                  Subject to the limitations set forth in the Indenture, the
Guarantors (as defined in the Indenture referred to in this Security and each
hereinafter referred to as a "GUARANTOR," which term includes any successor or
additional Guarantor under the Indenture) have jointly and severally,
irrevocably and unconditionally guaranteed (a) the due and punctual payment of
the principal (and premium, if any) of and interest (including contingent
interest, if any, and Liquidated Damages, if any), on the Securities, whether at
Stated Maturity, by acceleration, call for redemption, upon a Purchase Notice, a
Change in Control Offer, purchase or otherwise, (b) the due and punctual payment
of interest on the overdue principal of and interest (including contingent
interest), on the Securities to the extent lawful, (c) the due and punctual
performance of all other Obligations of the Company and the Guarantors to the
Holders under the Indenture and the Securities and (d) in case of any extension
of time of payment or renewal of any Securities or any of such other
Obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration, call for redemption, upon a Purchase Notice, a Change
in Control Offer, purchase or otherwise.

                  Payment on each Security is guaranteed, jointly and severally,
by the Guarantors pursuant to Article 11 of the Indenture and reference is made
to such Indenture for the precise terms of the Guarantees.

                  The Obligations of each Guarantor are limited to the maximum
amount as will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor, and after giving effect to
any collections from or payments made by or on behalf of any other Guarantor in
respect of the Obligations of such other Guarantor under its Guarantee or
pursuant to its contribution Obligations under the Indenture, result in the
Obligations of such Guarantor under its Guarantee not constituting a fraudulent
conveyance or fraudulent transfer under any applicable federal or state law or
not otherwise being void, voidable or unenforceable under any applicable
bankruptcy, reorganization, receivership, liquidation or other similar
legislation or legal principles under any applicable federal or foreign law.
Each Guarantor that makes a payment or distribution under a Guarantee shall be
entitled to a contribution from each other Guarantor in a pro rata amount based
on the Adjusted Net Assets of each Guarantor.

                  Guarantors may be released from their Guarantees upon the
terms and subject to the conditions provided in the Indenture.

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


                                     A-1-14
<PAGE>


                                               YELLOW DOT COM SUBSIDIARY, INC.
                                               MERIDIAN IQ, LLC
                                               YELLOW GPS, LLC
                                               GLOBE.COM LINES, INC.
                                               MEGASYS, INC.


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


                                               YELLOW TRANSPORTATION, INC.


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


                                               YELLOW TECHNOLOGIES, INC.


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


                                               MISSION SUPPLY CO.
                                               YELLOW REDEVELOPMENT CORP.
                                               YELLOW RELOCATION SERVICES, INC.


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


                                     A-1-15
<PAGE>


                                   SCHEDULE I

                               YELLOW CORPORATION

               3.375% Contingent Convertible Senior Notes due 2023

<Table>
<Caption>
DATE                        PRINCIPAL AMOUNT            NOTATION
<S>                         <C>                         <C>
November 25, 2003           $150,000,000
</Table>


                                     A-1-16
<PAGE>


                                                                     EXHIBIT A-2

                         [FORM OF CERTIFICATED SECURITY]

                  FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS SECURITY IS SUBJECT
TO THE TREASURY REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS (THE
"CONTINGENT PAYMENT DEBT REGULATIONS"). UNDER THE CONTINGENT PAYMENT DEBT
REGULATIONS, EACH HOLDER OF THIS SECURITY, REGARDLESS OF ITS METHOD OF
ACCOUNTING FOR U.S. FEDERAL INCOME TAX PURPOSES, WILL BE REQUIRED TO ACCRUE
INTEREST INCOME ON THIS SECURITY ON A CONSTANT YIELD BASIS AT AN ASSUMED YIELD
OF 8.10% PER ANNUM COMPOUNDED SEMI-ANNUALLY (THE "COMPARABLE YIELD") DETERMINED
AT THE TIME OF ISSUANCE. THIS ACCRUED INTEREST INCOME WILL BE IN EXCESS OF THE
REGULAR INTEREST PAYMENTS. FOR PURPOSES OF DETERMINING THE AMOUNT AND TIMING OF
INTEREST INCOME THAT A HOLDER WILL BE REQUIRED TO ACCRUE, YELLOW CORPORATION
(THE "COMPANY") HAS CONSTRUCTED A "PROJECTED PAYMENT SCHEDULE". HOLDERS OF THIS
SECURITY MAY OBTAIN INFORMATION REGARDING THE COMPARABLE YIELD AND THE PROJECTED
PAYMENT SCHEDULE FOR THIS SECURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH
INFORMATION TO: YELLOW CORPORATION, 10990 ROE AVENUE, OVERLAND PARK, KANSAS
66211, ATTN.: CHIEF FINANCIAL OFFICER, SUCH INFORMATION TO BE MADE AVAILABLE,
BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE, PROMPTLY UPON REQUEST.

                  THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY AND THE COMMON STOCK
DELIVERABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

                  THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE.


                                     A-2-1
<PAGE>


                  THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON
SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE.


                                     A-2-2
<PAGE>


                               YELLOW CORPORATION

               3.375% Contingent Convertible Senior Notes Due 2023

No.:                                                            CUSIP: 985509AP3

Issue Date: November 25, 2003                       Principal Amount:

                  YELLOW CORPORATION, a Delaware corporation, promises to pay to
______________________________ or registered assigns, the Principal Amount of,
on November 25, 2023, subject 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. This Security is convertible
as specified on the other side of this Security.

                  Interest Payment Dates: November 25 and May 25, commencing
May 25, 2004

                  Record Dates: November 1 and May 1


Dated:

                                               YELLOW CORPORATION


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


                                     A-2-3
<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  Deutsche Bank Trust Company Americas, as Trustee, certifies
that this is one of the Securities referred to in the within-mentioned
Indenture.



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


Dated:


                                     A-2-4
<PAGE>


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











                                     A-2-5
<PAGE>


                                                                       EXHIBIT B

                              TRANSFER CERTIFICATE

                  In connection with any transfer of any of the Securities
within the period prior to the expiration of the holding period applicable to
the sales thereof under Rule 144(k) under the Securities Act of 1933, as amended
(the "Securities Act") (or any successor provision), the undersigned registered
owner of this Security hereby certifies with respect to $[ ] Principal Amount of
the above-captioned Securities presented or surrendered on the date hereof (the
"Surrendered Securities") for registration of transfer, or for exchange or
conversion where the securities deliverable upon such exchange or conversion are
to be registered in a name other than that of the undersigned registered owner
(each such transaction being a "transfer"), that such transfer complies with the
restrictive legend set forth on the face of the Surrendered Securities for the
reason checked below:

                  [ ]      A transfer of the Surrendered Securities is made to
                           the Company or any subsidiaries; or

                  [ ]      The transfer of the Surrendered Securities complies
                           with Rule 144A under the U.S. Securities Act of 1933,
                           as amended (the "Securities Act"); or

                  [ ]      The transfer of the Surrendered Securities is
                           pursuant to an effective registration statement under
                           the Securities Act; or

                  [ ]      The transfer of the Surrendered Securities is
                           pursuant to another available exemption from the
                           registration requirement of the Securities Act;

and unless the box below is checked, the undersigned confirms that, to the
undersigned's knowledge, such Securities are not being transferred to an
"affiliate" of the Company as defined in Rule 144 under the Securities Act (an
"Affiliate").

                  [ ]      The transferee is an Affiliate of the Company.

Date:

                                               ---------------------------------
                                               Signature(s)

                  (If the registered owner is a corporation, partnership or
fiduciary, the title of the Person signing on behalf of such registered owner
must be stated.)



                                       B-1


<PAGE>

Signature Guaranteed


-------------------------------------
Participant in a Recognized Signature
Guarantee Medallion Program


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



                                      B-2
<PAGE>

                                                                       EXHIBIT C


                         FORM OF SUPPLEMENTAL INDENTURE


                  SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated
as of _______________, among [GUARANTOR] (the "NEW GUARANTOR"), a subsidiary of
Yellow Corporation (or its successor), a Delaware corporation (the "COMPANY"),
the Company, the Guarantors (the "EXISTING GUARANTORS") under the Indenture
referred to below, and Deutsche Bank Trust Company Americas, a New York banking
corporation, as trustee under the Indenture referred to below (the "TRUSTEE").



                                   WITNESSETH:

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an Indenture (as such may be amended from time to time, the
"INDENTURE"), dated as of November 25, 2003, providing for the issuance of an
aggregate principal amount of up to $150,000,000 (including the Initial
Purchasers' option to purchase $20,000,000 of additional Notes) of 3.375%
Contingent Convertible Senior Notes due 2023 (the "SECURITIES");

                  WHEREAS, Section 11.08 of the Indenture provides that the
Company is required to cause the New Guarantor to execute and deliver to the
Trustee a supplemental indenture pursuant to which the New Guarantor shall
jointly and severally and unconditionally and irrevocably guarantee all of the
Company's Obligations under the Securities and the Indenture pursuant to a
Guarantee contained in the Indenture on the terms and conditions set forth
herein; and

                  WHEREAS, pursuant to Section 9.01 of the Indenture, the
Trustee, the Company and Existing Guarantors are authorized to execute and
deliver this Supplemental Indenture;

                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the New Guarantor, the Company, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the holders of the
Securities as follows:

                  1. Definitions. (a) Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

                  (b) For all purposes of this Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture; and (ii) the words
"HEREIN," "HEREOF" and "HEREBY" and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.

                                      C-1


<PAGE>


                  2. Agreement to Guarantee. The New Guarantor hereby agrees,
jointly and severally and unconditionally and irrevocably, with all other
Guarantors, to guarantee the Company's Obligations under the Securities and the
Indenture on the terms and subject to the conditions set forth in Article 11 of
the Indenture and to be bound by all other applicable provisions of the
Indenture. From and after the date hereof, the New Guarantor shall be a
Guarantor for all purposes under the Indenture and the Securities.

                  3. Ratification of Indenture; Supplemental Indentures Part of
Indentures. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.

                  4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

                  5. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.

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

                  7. Effect of Headings. The Section headings herein are for
convenience only and shall not effect the construction thereof.

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


                                               [NEW GUARANTOR]


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


                                               YELLOW CORPORATION


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



                                      C-2
<PAGE>


                                               YELLOW DOT COM SUBSIDIARY, INC.
                                               MERIDIAN IQ, LLC
                                               YELLOW GPS, LLC
                                               GLOBE.COM LINES, INC.
                                               MEGASYS, INC.


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


                                               YELLOW TRANSPORTATION, INC.


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


                                               YELLOW TECHNOLOGIES, INC.


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


                                               MISSION SUPPLY CO.
                                               YELLOW REDEVELOPMENT CORP.
                                               YELLOW RELOCATION SERVICES, INC.


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


                                      C-3