<PAGE>
                                                                     EXHIBIT 4.2
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                          FIRST SUPPLEMENTAL INDENTURE


                                     BETWEEN


                                    EGL, INC.


                                       AND


                              JPMORGAN CHASE BANK,

                                   AS TRUSTEE



                                   ---------



                                DECEMBER 7, 2001



             5% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 15, 2006


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

<PAGE>

                                TABLE OF CONTENTS

<Table>
<S>                                                                        <C>
ARTICLE 1 THE 2006 NOTES ..................................................  2
   SECTION 1.1. Designation of 2006 Notes; Establishment of Form ..........  2
   SECTION 1.2. Amount ....................................................  2
   SECTION 1.3. Interest ..................................................  3
   SECTION 1.4. Denominations .............................................  3
   SECTION 1.5. Method of Payment .........................................  3
   SECTION 1.6. Redemption and Repurchase .................................  3
   SECTION 1.7. Conversion ................................................  4
   SECTION 1.8. Maturity ..................................................  4
   SECTION 1.9. Other Terms of 2006 Notes .................................  4

ARTICLE 2 AMENDMENTS TO THE INDENTURE .....................................  4
   SECTION 2.1. Definitions ...............................................  4
   SECTION 2.2. Consolidation, Merger and Sale ............................  6
   SECTION 2.3. Additional Events of Default ..............................  6
   SECTION 2.4. Rights of Holders to Convert ..............................  6
   SECTION 2.5. Supplemental Indentures Without Consent of Holders ........  7
   SECTION 2.6. Supplemental Indenture with Consent of Holders ............  7
   SECTION 2.7. Additional Interest .......................................  7
   SECTION 2.8. Redemption and Repurchase .................................  7
   SECTION 2.9. Conversion ................................................  13

ARTICLE 3 MISCELLANEOUS PROVISIONS ........................................  26
   SECTION 3.1. Integral Part .............................................  26
   SECTION 3.2. General Definitions .......................................  26
   SECTION 3.3. Adoption, Ratification and Confirmation ...................  26
   SECTION 3.4. Counterparts ..............................................  26
   SECTION 3.5. Governing Law .............................................  26
</Table>


                                       i
<PAGE>


                                    EGL, INC.

                          FIRST SUPPLEMENTAL INDENTURE

         THIS FIRST SUPPLEMENTAL INDENTURE, dated as of December 7, 2001 (the
"First Supplemental Indenture"), between EGL, Inc., a Texas corporation (the
"Company"), and JPMorgan Chase Bank, a New York banking corporation (the
"Trustee").

                                   WITNESSETH

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of December 7, 2001 (the "Original Indenture"
and, as supplemented by this First Supplemental Indenture, the "Indenture"),
providing for the issuance from time to time of one or more series of the
Company's Securities;

         WHEREAS, Section 9.01(9) of the Indenture provides that the Company and
the Trustee may from time to time enter into one or more indentures supplemental
thereto to establish the form or terms of Securities of a new series;

         WHEREAS, Sections 9.01(6) and 9.01(7) of the Indenture permit the
execution of supplemental indentures without the consent of any Holders to add
to the covenants of the Company for the benefit of, and to add any additional
Events of Default with respect to, all or any series of Securities;

         WHEREAS, Section 9.01(8) of the Indenture permits the execution of
supplemental indentures without the consent of any Holders to change or
eliminate any of the provisions of the Indenture; provided that such change or
elimination does not adversely affect any outstanding Security of any series
created prior to the execution of such supplemental indenture;

         WHEREAS, Section 2.01 of the Indenture provides that the Company may
enter into supplemental indentures to establish the terms and provisions of a
series of Securities issued pursuant to the Indenture;

         WHEREAS, the Company desires to issue 5% Convertible Subordinated Notes
due December 15, 2006 (the "2006 Notes"), a new series of Security the issuance
of which was authorized by or pursuant to resolution of the Board of Directors
of the Company;

         WHEREAS, the Company, pursuant to the foregoing authority, proposes in
and by this First Supplemental Indenture to supplement and amend the Indenture
insofar as it will apply only to the 2006 Notes in certain respects; and

         WHEREAS, all things necessary have been done to make the 2006 Notes,
when executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company, and to make this
First Supplemental Indenture a valid agreement of the Company, in accordance
with their and its terms.


                                       1
<PAGE>


         NOW THEREFORE:

         In consideration of the premises provided for herein, the Company and
the Trustee mutually covenant and agree for the equal and proportionate benefit
of all Holders of the 2006 Notes as follows:

                                   ARTICLE 1

                                 THE 2006 NOTES

         SECTION 1.1. Designation of 2006 Notes; Establishment of Form.

         There shall be a series of Securities designated "5% Convertible
Subordinated Notes due December 15, 2006" of the Company (the "2006 Notes"), and
the form thereof shall be substantially as set forth in Exhibit A hereto, which
is incorporated into and shall be deemed a part of this First Supplemental
Indenture, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by the
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers of the Company executing such 2006 Notes, as
evidenced by their execution of the 2006 Notes.

         The 2006 Notes will initially be issued in permanent global form,
substantially in the form set forth in Exhibit A hereto, as a Global Security.

         The Company initially appoints The Depository Trust Company to act as
Depositary with respect to the Global Security.

         The Company initially appoints the Trustee to act as Paying Agent,
Registrar and Conversion Agent with respect to the 2006 Notes.

         SECTION 1.2. Amount.

                  (a) The Trustee shall authenticate and deliver 2006 Notes for
         original issue in an aggregate principal amount of up to $85,000,000
         upon Company Order for the authentication and delivery of 2006 Notes,
         without any further action by the Company; provided, however, that in
         the event that the Company sells any 2006 Notes pursuant to the
         over-allotment option (the "Option") granted to Credit Suisse First
         Boston Corporation pursuant to Section 3 of the Purchase Agreement
         dated as of December 3, 2001, between the Company and Credit Suisse
         First Boston Corporation then the Trustee shall authenticate and
         deliver 2006 Notes for original issue in an aggregate principal amount
         of up to $85,000,000 plus up to an additional aggregate principal
         amount of up to $15,000,000 of 2006 Notes sold pursuant to the Option
         upon a Company Order. The authorized aggregate principal amount of 2006
         Notes may be increased at any time hereafter in the manner provided in
         Section 2.01(b) of the Original Indenture.


                                       2
<PAGE>


                  (b) The Company may not issue new 2006 Notes to replace 2006
         Notes that it has paid or delivered to the Trustee for cancellation or
         that any Holder has converted pursuant to Article XII of the Indenture.

                  (c) The 2006 Notes shall be (i) Rule 144A Securities entitled
         to the benefits of Section 4.03(b) of the Indenture and (ii) Restricted
         Securities subject to the provisions of Sections 2.18, 2.19 and 2.20 of
         the Indenture.

         SECTION 1.3. Interest.

         The 2006 Notes shall bear interest at the rate set forth in paragraph 1
of the 2006 Notes. Interest on the 2006 Notes shall be payable to the persons in
whose name the 2006 Notes are registered at the close of business on the regular
record date for such interest payment. The Company shall pay interest
semiannually on December 15 and June 15 of each year, commencing June 15, 2002.
Interest on the Notes shall accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from December 7, 2001; provided,
however, that if there is not an existing default in the payment of interest and
if any Note is authenticated between a record date referred to on the face
thereof and the next succeeding interest payment date, interest shall accrue
from such interest payment date.

         SECTION 1.4. Denominations.

         The 2006 Notes shall be in fully registered form without coupons in
denominations of $1,000 of principal amount or any integral multiple thereof.

         SECTION 1.5. Method of Payment.

         The Company shall pay interest on the 2006 Notes (except defaulted
interest) to the person who is the Holder of such 2006 Note at the close of
business on June 1 or December 1, as the case may be, next preceding the related
interest payment date. The Holder must surrender the 2006 Note to a Paying Agent
to collect payment of principal. The Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts. The Company may, however, pay principal and
interest in respect of any Physical Security by check or wire payable in such
money; provided, however, that a Holder with an aggregate principal amount in
excess of $2,000,000 will be paid by wire transfer in immediately available
funds at the election of such Holder if such Holder has provided wire transfer
instructions to the Company. The Company may mail an interest check to the
Holder's registered address. Notwithstanding the foregoing, so long as any 2006
Note is registered in the name of a Depositary or its nominee, all payments
thereon shall be made by wire transfer of immediately available funds to the
account of the Depositary or its nominee.

         SECTION 1.6. Redemption and Repurchase.

                  (a) There shall be no sinking fund for the retirement of the
         2006 Notes or other mandatory redemption obligation.


                                       3
<PAGE>


                  (b) The Company, at its option, may redeem the 2006 Notes in
         accordance with the provisions of and at the Redemption Prices set
         forth in paragraphs 5 and 6 the 2006 Notes and in accordance with the
         provisions of the Indenture, including, without limitation, Article
         III.

                  (c) The Company, at the option of the Holders thereof, shall
         repurchase the 2006 Notes in accordance with the provisions of and at
         the Change in Control Purchase Prices set forth in paragraph 7 of the
         2006 Notes and in accordance with the provisions of the Indenture,
         including, without limitation, Article III.

         SECTION 1.7. Conversion.

         The 2006 Notes shall be convertible in accordance with the provisions
and at the Conversion Price set forth in paragraph 8 of the 2006 Notes and in
accordance with the provisions of the Indenture, including, without limitation,
Article XII.

         SECTION 1.8. Maturity.

         The Stated Maturity of the 2006 Notes shall be December 15 , 2006.

         SECTION 1.9. Other Terms of 2006 Notes.

         Without limiting the foregoing provisions of this Article 1, the terms
of the 2006 Notes shall be as set forth in the form of 2006 Notes set forth in
Exhibit A hereto and as provided in the Indenture.

                                    ARTICLE 2

                           AMENDMENTS TO THE INDENTURE

         The amendments contained herein shall apply to 2006 Notes only and not
to any other series of Securities issued under the Indenture and any covenants
provided herein are expressly being included solely for the benefit of the 2006
Notes. These amendments shall be effective for so long as there remains any 2006
Notes outstanding.

         SECTION 2.1. Definitions.

         Section 1.01 of the Original Indenture is amended by inserting or
restating, as the case may be, in their appropriate alphabetical position, the
following definitions:

         "Additional Interest" has the meaning specified in Section 5 of the
Registration Rights Agreement. All references herein to interest accrued or
payable as of any date shall include any Additional Interest accrued or payable
as of such date as provided in the Registration Rights Agreement.

         "Change in Control" has the meaning specified in Section 3.13.


                                       4
<PAGE>


         "Change in Control Purchase Date" has the meaning specified in
Section 3.13.

         "Change in Control Purchase Notice" has the meaning specified in
Section 3.13.

         "Change in Control Purchase Price" has the meaning specified in
Section 3.13.

         "Common Stock" means the common stock of the Company, par value $0.001
per share, as it exists on the date of this First Supplemental Indenture and any
shares of any class or classes of Capital Stock of the Company resulting from
any reclassification or reclassifications thereof and which have no preference
in respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which are
not subject to redemption by the Company; provided, however, that if at any time
there shall be more than one such resulting class, the shares of each such class
then so issuable on conversion of 2006 Notes shall be substantially in the
proportion which the total number of shares of such class resulting from all
such reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

         "Conversion Date" has the meaning specified in Section 12.02.

         "Conversion Price" has the meaning specified in Section 12.06.

         "Registration Rights Agreement" means the Registration Rights Agreement
dated December 7, 2001, between the Company and Credit Suisse First Boston
Corporation.

         "Significant Subsidiary" means, in respect of any Person, a Subsidiary
of such Person that would constitute a "significant subsidiary" as such term is
defined under Rule 1-02 of Regulation S-X under the Securities Act and the
Exchange Act.

         "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 national
or regional securities exchange on which the Common Stock is then listed or, if
the Common Stock is not listed on a national or regional securities exchange, on
the principal other market on which the Common Stock is then traded.

         "2006 Notes" means the 5% Convertible Subordinated Notes due December
15 , 2006 of the Company authorized by or pursuant to resolution of the Board of
Directors.

         "Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof under ordinary circumstances have the power to vote in
the election of the board of directors, managers or trustees of any Person (or
other Persons performing similar functions), 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.


                                       5
<PAGE>


         SECTION 2.2. Consolidation, Merger and Sale.

         The Original Indenture shall be amended by inserting (i) "(A) (i) is a
corporation organized and validly existing under the laws of the United States
of America, any State thereof or the District of Columbia or (ii) (a) is a
corporation organized and existing under the laws of the Cayman Islands, Bermuda
or any other jurisdiction where it is exempt from withholding or deducting
amounts for or on the account of any present or future taxes, fees, duties,
assessments or governmental charges of whatever nature with respect to the
payment of interest on the 2006 Notes, (b) its shares of Capital Stock are
listed on a national securities exchange or quoted on an interdealer automated
quotation system and (c) the Company delivers an Officers' Certificate to the
Trustee to the effect that such consolidation, merger, conversion, transfer or
disposal is not reasonably expected to be adverse in any material respect to the
Holders of the 2006 Notes taken as a whole, and (B)" immediately preceding
"expressly assumes" in Section 5.01(i) and (ii) "and provides for conversion
rights in accordance with Section 12.11" at the end of Section 5.01(1).

         SECTION 2.3. Additional Events of Default.

         The following two Events of Default shall be added to Section 6.01 of
the Original Indenture:

         (7) the Company fails to provide a Change in Control Purchase Notice
when required by Section 3.13; or any indebtedness under any bond, debenture,
note or other evidence of indebtedness for money borrowed by the Company or any
Significant Subsidiary (all or substantially all of the outstanding Voting Stock
of which is owned, directly or indirectly, by the Company) or under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any indebtedness for money borrowed by the
Company or any Significant Subsidiary (all or substantially all of the
outstanding Voting Stock of which is owned, directly or indirectly, by the
Company) (an "Instrument") with a principal amount then outstanding in excess of
U.S. $10,000,000, whether such indebtedness now exists or shall hereafter be
created, is not paid at final maturity of the Instrument (either at its stated
maturity or upon acceleration thereof), and such indebtedness is not discharged,
or such acceleration is not rescinded or annulled, within a period of 30 days
after there shall have been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in aggregate principal amount of the outstanding 2006 Notes a written
notice specifying such default and requiring the Company to cause such
indebtedness to be discharged or cause such default to be cured or waived or
such acceleration to be rescinded or annulled and stating that such notice is a
"Notice of Default" hereunder.

         SECTION 2.4. Rights of Holders to Convert.

         The Original Indenture shall be amended by inserting in Section 6.07
the words (i) ", to convert such Security in accordance with Article XII"
immediately before the words "or to bring suit" and (ii) "or the right to
convert" immediately after the words "those respective dates."


                                       6
<PAGE>


         SECTION 2.5. Supplemental Indentures Without Consent of Holders.

         Section 9.01 of the Original Indenture shall be amended by inserting
         the following paragraph:

                  (12) to make provision with respect to the conversion rights,
         if any, to Holders of 2006 Notes pursuant to the requirements of
         Article XII hereof.

         SECTION 2.6. Supplemental Indenture with Consent of Holders.

         The Original Indenture shall be amended by inserting ", or modify the
provisions of the Indenture in a manner that adversely affects in any material
respect the right to convert any 2006 Note as provided in Article XII or to
institute suit to enforce such right" at the end of Section 9.02(4). The
Original Indenture shall be further amended by substituting the following for
Section 9.02(5):

         "(5) change the provisions of Sections 3.13 through 3.16 in a manner
adverse to the Holders of the 2006 Notes in any material respect;".

         SECTION 2.7. Additional Interest.

         Article IV of the Original Indenture shall be amended by inserting the
following Section in its entirety:

         SECTION 4.08 Payment of Additional Interest.

                  If Additional Interest is payable by the Company pursuant to
         the Registration Rights Agreement, the Company shall deliver to the
         Trustee a certificate to that effect stating (i) the amount of such
         Additional Interest that is payable and (ii) the date on which such
         Additional Interest is payable. Unless and until a Trust Officer of the
         Trustee receives such a certificate, the Trustee may assume without
         inquiry that no such Additional Interest is payable. If the Company has
         paid Additional Interest directly to the Persons entitled to it, the
         Company shall deliver to the Trustee a certificate setting forth the
         particulars of such payment.

         SECTION 2.8. Redemption and Repurchase.

         Article III of the Original Indenture shall be amended by inserting the
following paragraph as the final paragraph of Section 3.03:

         "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 to
be the portion selected for redemption. Securities which have been converted
during such a selection of Securities to be redeemed shall be treated by the
Trustee as outstanding for the purpose of such selection."


                                       7
<PAGE>


         Article III of the Original Indenture shall be further amended by
inserting the following sections in their entirety:

         SECTION 3.12 Conversion Arrangement on Call for Redemption.

                  In connection with any redemption of 2006 Notes, the Company
         may arrange for the purchase and conversion of any 2006 Notes called
         for redemption by an agreement with one or more investment banks or
         other purchasers to purchase such 2006 Notes by paying to a Paying
         Agent (other than the Company or `any of its Affiliates) in trust for
         the Holders, on or before 11:00 a.m. New York City time on the
         Redemption Date, an amount that, together with any amounts deposited
         with such Paying Agent by the Company for the redemption of such 2006
         Notes, is not less than the Redemption Price, together with interest
         accrued to, but not including, the Redemption Date, of such 2006 Notes.
         Notwithstanding anything to the contrary contained in this Article III,
         the obligation of the Company to pay the Redemption Price of such 2006
         Notes, including all accrued interest, shall be deemed to be satisfied
         and discharged to the extent such amount is so paid by such purchasers;
         provided, however, that nothing in this Section 3.12 shall relieve the
         Company of its obligation to pay the Redemption Price, plus accrued
         interest to but excluding the relevant Redemption Date, on 2006 Notes
         called for redemption. If such an agreement with one or more investment
         banks or other purchasers is entered into, any 2006 Notes called for
         redemption and not surrendered for conversion by the Holders thereof
         prior to the relevant Redemption Date may, at the option of the Company
         upon written notice to the Trustee, be deemed, to the fullest extent
         permitted by law, acquired by such purchasers from such Holders and
         (notwithstanding anything to the contrary contained in Article XII)
         surrendered by such purchasers for conversion, all as of 11:00 a.m. New
         York City time on the Redemption Date, subject to payment of the above
         amount as aforesaid. The Paying Agent shall hold and pay to the Holders
         whose 2006 Notes are selected for redemption any such amount paid to it
         for purchase in the same manner as it would money deposited with it by
         the Company for the redemption of 2006 Notes. Without the Paying
         Agent's prior written consent, no arrangement between the Company and
         such purchasers for the purchase and conversion of any 2006 Notes shall
         increase or otherwise affect any of the powers, duties,
         responsibilities or obligations of the Paying Agent as set forth in
         this Indenture, and the Company agrees to indemnify the Paying Agent
         from, and hold it harmless against, any loss, liability or expense
         arising out of or in connection with any such arrangement for the
         purchase and conversion of any 2006 Notes between the Company and such
         purchasers, including the costs and expenses incurred by the Paying
         Agent in the defense of any claim or liability arising out of or in
         connection with the exercise or performance of any of its powers,
         duties, responsibilities or obligations under this Indenture.

         SECTION 3.13 Purchase of 2006 Notes at Option of the Holder Upon Change
         in Control.

                  (a) If at any time that 2006 Notes remain outstanding there
         shall occur a Change in Control, 2006 Notes shall be purchased by the
         Company at the option of the Holders, as of the date that is 30
         Business Days after the occurrence of the Change in Control (the
         "Change


                                       8
<PAGE>


         in Control Purchase Date") at a purchase price equal to 100% of the
         principal amount of the 2006 Notes, together with accrued and unpaid
         interest to, but excluding, the Change in Control Purchase Date (the
         "Change in Control Purchase Price"), subject to satisfaction by or on
         behalf of any Holder of the requirements set forth in subsection (c) of
         this Section 3.13.

                  A "Change in Control" shall be deemed to have occurred if any
         of the following occurs after the date hereof:

                           (i) any "person" or "group" (as such terms are
                  defined below) is or becomes the "beneficial owner" (as
                  defined below), directly or indirectly, of shares of Voting
                  Stock of the Company representing 50% or more of the total
                  voting power of all outstanding classes of Voting Stock of the
                  Company or has the power, directly or indirectly, to elect a
                  majority of the members of the Board of Directors of the
                  Company; or

                           (ii) the Company consolidates with, or merges with or
                  into, another Person or the Company sells, assigns, conveys,
                  transfers, leases or otherwise disposes of all or
                  substantially all of the assets of the Company, or any Person
                  consolidates with, or merges with or into, the Company, in any
                  such event other than pursuant to a transaction in which the
                  Persons that "beneficially owned" (as defined below), directly
                  or indirectly, shares of Voting Stock of the Company
                  immediately prior to such transaction "beneficially own" (as
                  defined below), directly or indirectly, shares of Voting Stock
                  of the Company representing at least a majority of the total
                  voting power of all outstanding classes of Voting Stock of the
                  surviving or transferee Person; or

                           (iii) the holders of Capital Stock of the Company
                  approve any plan or proposal for the liquidation or
                  dissolution of the Company (whether or not otherwise in
                  compliance with the terms hereof).

                  For the purpose of the definition of "Change in Control", (i)
         "person" and "group" have the meanings given such terms under Section
         13(d) and 14(d) of the Exchange Act or any successor provision to
         either of the foregoing, and the term "group" includes any group acting
         for the purpose of acquiring, holding or disposing of securities within
         the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any
         successor provision thereto), (ii) a "beneficial owner" shall be
         determined in accordance with Rule 13d-3 under the Exchange Act, as in
         effect on the date of this Indenture, except that the number of shares
         of Voting Stock of the Company shall be deemed to include, in addition
         to all outstanding shares of Voting Stock of the Company and Unissued
         Shares deemed to be held by the "person" or "group" (as such terms are
         defined above) or other Person with respect to which the Change in
         Control determination is being made, all Unissued Shares deemed to be
         held by all other Persons, and (iii) the terms "beneficially owned" and
         "beneficially own" shall have meanings correlative to that of
         "beneficial owner". The term "Unissued Shares" means shares of Voting
         Stock not outstanding that are subject to options, warrants, rights to
         purchase or

                                       9
<PAGE>


         conversion privileges exercisable within 60 days of the date of
         determination of a Change in Control.

                  Notwithstanding anything to the contrary set forth in this
         Section 3.13, a Change in Control will not be deemed to have occurred
         if either:

                           (1) the Closing Price (determined in accordance with
                  Section 12.06(e) of this Indenture) of the Common Stock for
                  any five Trading Days during the ten Trading Days immediately
                  preceding the Change in Control is at least equal to 105% of
                  the Conversion Price in effect on such Trading Day; or

                           (2) in the case of a merger or consolidation, all of
                  the consideration (excluding cash payments for fractional
                  shares and cash payments pursuant to dissenters' appraisal
                  rights) in the merger or consolidation constituting the Change
                  in Control consists of common stock traded on a United States
                  national securities exchange or quoted on the Nasdaq National
                  Market (or which will be so traded or quoted when issued or
                  exchanged in connection with such Change in Control) and as a
                  result of such transaction or transactions the 2006 Notes
                  become convertible solely into such common stock.

                  (b) Within 10 Business Days after the occurrence of a Change
         in Control, the Company shall mail a written notice of the Change in
         Control to the Trustee and to each Holder (and to beneficial owners as
         required by applicable law). The notice shall include the form of a
         Change in Control Purchase Notice to be completed by the Holder and
         shall state:

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

                           (ii) the date by which the Change in Control Purchase
                  Notice pursuant to this Section 3.13 must be given;

                           (iii) the Change in Control Purchase Date;

                           (iv) the Change in Control Purchase Price;

                           (v) the Holder's right to require the Company to
                  purchase the 2006 Notes;

                           (vi) briefly, the conversion rights of the 2006
                  Notes;

                           (vii) the name and address of each Paying Agent and
                  Conversion Agent;

                           (viii) the Conversion Price and any adjustments
                  thereto;

                           (ix) that 2006 Notes as to which a Change in Control
                  Purchase Notice has been given may be converted into Common
                  Stock pursuant to Article XII of this


                                       10
<PAGE>


                  Indenture only to the extent that the Change in Control
                  Purchase Notice has been withdrawn in accordance with the
                  terms of this Indenture;

                           (x) the procedures that the Holder must follow to
                  exercise rights under this Section 3.13;

                           (xi) the procedures for withdrawing a Change in
                  Control Purchase Notice, including a form of notice of
                  withdrawal; and

                           (xii) that the Holder must satisfy the requirements
                  set forth in the 2006 Notes in order to convert the 2006
                  Notes.

                  If any of the 2006 Notes is in the form of a Global Security,
         then the Company shall modify such notice to the extent necessary to
         accord with the procedures of the Depositary applicable to the
         repurchase of Global Securities.

                  (c) A Holder may exercise its rights specified in subsection
         (a) of this Section 3.13 upon delivery of a written notice (which shall
         be in substantially the form included in Exhibit A hereto and which may
         be delivered by letter, overnight courier, hand delivery, facsimile
         transmission or in any other written form and, in the case of Global
         Securities, may be delivered electronically or by other means in
         accordance with the Depositary's customary procedures) of the exercise
         of such rights (a "Change in Control Purchase Notice") to any Paying
         Agent at any time prior to the close of business on the Business Day
         next preceding the Change in Control Purchase Date.

                  The delivery of such 2006 Note to any Paying Agent (together
         with all necessary endorsements) at the office of such Paying Agent
         shall be a condition to the receipt by the Holder of the Change in
         Control Purchase Price therefor.

                  The Company shall purchase from the Holder thereof, pursuant
         to this Section 3.13, a portion of a 2006 Note if the principal amount
         of such portion is $1,000 or an integral multiple of $1,000. Provisions
         of the Indenture that apply to the purchase of all of a 2006 Note
         pursuant to Sections 3.13 through 3.17 also apply to the purchase of
         such portion of such 2006 Note.

                  Notwithstanding anything herein to the contrary, any Holder
         delivering to a Paying Agent the Change in Control Purchase Notice
         contemplated by this subsection (c) shall have the right to withdraw
         such Change in Control Purchase Notice in whole or in a portion thereof
         that is a principal amount of $1,000 or in an integral multiple thereof
         at any time prior to the close of business on the Business Day next
         preceding the Change in Control Purchase Date by delivery of a written
         notice of withdrawal to the Paying Agent in accordance with Section
         3.14.

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


                                       11
<PAGE>


                  Anything herein to the contrary notwithstanding, in the case
         of Global Securities, any Change in Control Purchase Notice may be
         delivered or withdrawn and such 2006 Notes may be surrendered or
         delivered for purchase in accordance with the applicable procedures of
         the Depositary as in effect from time to time.

         SECTION 3.14 Effect of Change in Control Purchase Notice.

                  Upon receipt by any Paying Agent of the Change in Control
         Purchase Notice specified in Section 3.13(c), the Holder of the 2006
         Note in respect of which such Change in Control Purchase Notice was
         given shall (unless such Change in Control Purchase Notice is withdrawn
         as specified below) thereafter be entitled to receive the Change in
         Control Purchase Price with respect to such 2006 Note. Such Change in
         Control Purchase Price shall be paid to such Holder promptly following
         the later of (a) the Change in Control Purchase Date with respect to
         such 2006 Note (provided the conditions in Section 3.13(c) have been
         satisfied) and (b) the time of delivery of such 2006 Note to a Paying
         Agent by the Holder thereof in the manner required by Section 3.13(c).
         2006 Notes in respect of which a Change in Control Purchase Notice has
         been given by the Holder thereof may not be converted into shares of
         Common Stock pursuant to Article XII on or after the date of the
         delivery of such Change in Control Purchase Notice unless such Change
         in Control Purchase Notice has first been validly withdrawn.

                  A Change in Control Purchase Notice may be withdrawn by means
         of a written notice (which may be delivered by mail, overnight courier,
         hand delivery, facsimile transmission or in any other written form and,
         in the case of Global Securities, may be delivered electronically or by
         other means in accordance with the Depositary's customary procedures)
         of withdrawal delivered by the Holder to a Paying Agent at any time
         prior to the close of business on the Business Day immediately
         preceding the Change in Control Purchase Date, specifying the principal
         amount of the 2006 Note or portion thereof (which must be a principal
         amount of $1,000 or an integral multiple of $1,000 in excess thereof)
         with respect to which such notice of withdrawal is being submitted.

         SECTION 3.15 Deposit of Change in Control Purchase Price.

                  On or before 11:00 a.m. New York City time on the Change in
         Control Purchase Date, the Company shall deposit with the Trustee or
         with a Paying Agent (other than the Company or an Affiliate of the
         Company) an amount of money (in immediately available funds if
         deposited on such Change in Control Purchase Date) sufficient to pay
         the aggregate Change in Control Purchase Price of all the 2006 Notes or
         portions thereof that are to be purchased as of such Change in Control
         Purchase Date. The manner in which the deposit required by this Section
         3.15 is made by the Company shall be at the option of the Company,
         provided that such deposit shall be made in a manner such that the
         Trustee or a Paying Agent shall have immediately available funds on or
         before 11:00 a.m. New York City time on the Change in Control Purchase
         Date.


                                       12
<PAGE>


                  If a Paying Agent holds, in accordance with the terms hereof,
         money sufficient to pay the Change in Control Purchase Price of any
         2006 Note for which a Change in Control Purchase Notice has been
         tendered and not withdrawn in accordance with this Indenture then, on
         the Change in Control Purchase Date, such 2006 Note will cease to be
         outstanding and the rights of the Holder in respect thereof shall
         terminate (other than the right to receive the Change in Control
         Purchase Price as aforesaid). The Company shall publicly announce the
         principal amount of 2006 Notes purchased as a result of such Change in
         Control on or as soon as practicable after the Change in Control
         Purchase Date.

         SECTION 3.16 Compliance with Securities Laws Upon Purchase of 2006
         Notes.

                  In connection with any offer to purchase or purchase of 2006
         Notes under Section 3.13, the Company shall (a) comply with Rule 13e-4
         and Rule 14e-1 (or any successor to either such Rule), if applicable,
         under the Exchange Act, (b) file the related Schedule TO (or any
         successor or similar schedule, form or report) if required under the
         Exchange Act, and (c) otherwise comply with all federal and state
         securities laws in connection with such offer to purchase or purchase
         of 2006 Notes, all so as to permit the rights of the Holders and
         obligations of the Company under Sections 3.13 through 3.15 to be
         exercised in the time and in the manner specified therein.

         SECTION 3.17 Repayment to the Company.

                  To the extent that the aggregate amount of cash deposited by
         the Company pursuant to Section 3.15 exceeds the aggregate Change in
         Control Purchase Price together with interest, if any, thereon of the
         2006 Notes or portions thereof that the Company is obligated to
         purchase, then promptly after the Change in Control Purchase Date the
         Trustee or a Paying Agent, as the case may be, shall return any such
         excess cash to the Company.

         SECTION 2.9. Conversion.

                  The Indenture is amended by adding the following Articles XII
         to the Original Indenture:

                                   ARTICLE XII

         SECTION 12.01 Conversion Privilege.

                  Subject to the further provisions of this Article XII and
         paragraph 8 of the 2006 Notes, a Holder of a 2006 Note may convert the
         principal amount of such 2006 Notes (or any portion thereof equal to
         $1,000 or any integral multiple of $1,000 in excess thereof) into
         Common Stock at any time prior to the close of business on the fourth
         Trading Day prior to the final maturity date, at the Conversion Price
         then in effect; provided, however, that, if such 2006 Note is called
         for redemption or submitted or presented for purchase pursuant to
         Article III, such conversion right shall terminate at the close of
         business on the Business Day immediately preceding the Redemption Date
         or Change in Control Purchase Date, as the case


                                       13
<PAGE>


         may be, for such 2006 Note or such earlier date as the Holder presents
         such 2006 Note for redemption or for purchase (unless the Company shall
         default in making the redemption payment or Change in Control Purchase
         Price 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 2006 Note is redeemed or purchased, as the case may be). The
         number of shares of Common Stock issuable upon conversion of a 2006
         Note shall be determined by dividing the principal amount of the 2006
         Note 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 2006 Notes and is subject to adjustment
         as provided in this Article XII.

                  Provisions of this Indenture that apply to conversion of all
         of a 2006 Note also apply to conversion of a portion of a 2006 Note.

                  A 2006 Note in respect of which a Holder has delivered a
         Change in Control Purchase Notice pursuant to Section 3.13(c)
         exercising the option of such Holder to require the Company to purchase
         such 2006 Note may be converted only if such Change in Control Purchase
         Notice is withdrawn by a written notice of withdrawal delivered to a
         Paying Agent prior to the close of business on the Business Day
         immediately preceding the Change in Control Purchase Date in accordance
         with Section 3.14.

                  A Holder of 2006 Notes is not entitled to any rights of a
         holder of Common Stock until such Holder has converted its 2006 Notes
         to Common Stock, and only to the extent such 2006 Notes are deemed to
         have been converted into Common Stock pursuant to this Article XII.

         SECTION 12.02 Conversion Procedure.

                  To convert a 2006 Note, a Holder must (a) complete and
         manually sign the conversion notice on the back of the 2006 Note and
         deliver such notice to a Conversion Agent, (b) surrender the 2006 Note
         to a Conversion Agent, (c) furnish appropriate endorsements and
         transfer documents if required by a Registrar or a Conversion Agent,
         and (d) pay any transfer or similar tax, if required. The date on which
         the Holder satisfies all of those requirements is the "Conversion
         Date." As soon as practicable after the Conversion Date, the Company
         shall deliver to the Holder through a Conversion Agent a certificate
         for the number of whole shares of Common Stock issuable upon the
         conversion and cash in lieu of any fractional shares pursuant to
         Section 12.03. Anything herein to the contrary notwithstanding, in the
         case of Global Securities, conversion notices may be delivered and such
         2006 Notes may be surrendered for conversion in accordance with the
         applicable procedures of the Depositary as in effect from time to time.

                  The Person in whose name the Common Stock certificate is
         registered shall be deemed to be a stockholder of record on the
         Conversion Date; provided, however, that no surrender of a 2006 Note 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


                                       14
<PAGE>


         Common Stock on such date, but such surrender shall be effective to
         constitute the Person or Persons entitled to receive such shares of
         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 Conversion Date as if the
         stock transfer books of the Company had not been closed. Upon
         conversion of a 2006 Note, such Person shall no longer be a Holder of
         such 2006 Note. No payment or adjustment will be made for dividends or
         distributions on shares of Common Stock issued upon conversion of a
         2006 Note.

                  2006 Notes so surrendered for conversion (in whole or in part)
         during the period from the close of business on any regular record date
         to the opening of business on the next succeeding interest payment date
         (excluding 2006 Notes or portions thereof called for redemption or
         presented for purchase upon a Change in Control on a Redemption Date or
         Change in Control Purchase Date, as the case may be, during the period
         beginning at the close of business on a regular record date and ending
         at the opening of business on the first Business Day after the next
         succeeding interest payment date, or if such interest payment date is
         not a Business Day, the second such Business Day) shall also be
         accompanied by payment in funds acceptable to the Company of an amount
         equal to the interest payable on such interest payment date on the
         principal amount of such 2006 Note then being converted, and such
         interest shall be payable to such registered Holder notwithstanding the
         conversion of such 2006 Note, subject to the provisions of this
         Indenture relating to the payment of defaulted interest by the Company.
         Except as otherwise provided in this Section 12.02, no payment or
         adjustment will be made for accrued interest on a converted 2006 Note.
         If the Company defaults in the payment of interest payable on such
         interest payment date, the Company shall promptly repay such funds to
         such Holder.

                  Nothing in this Section shall affect the right of a Holder in
         whose name any 2006 Note is registered at the close of business on a
         record date to receive the interest payable on such 2006 Note on the
         related interest payment date in accordance with the terms of this
         Indenture and the 2006 Notes. If a Holder converts more than one 2006
         Note at the same time, the number of shares of Common Stock issuable
         upon the conversion shall be based on the aggregate principal amount of
         2006 Notes converted.

                  Upon surrender of a 2006 Note that is converted in part, the
         Company shall execute, and the Trustee shall authenticate and deliver
         to the Holder, a new 2006 Note equal in principal amount to the
         unconverted portion of the 2006 Note surrendered.

         SECTION 12.03 Fractional Shares.

                  The Company will not issue fractional shares of Common Stock
         upon conversion of 2006 Notes. In lieu thereof, the Company will pay an
         amount in cash for the current market value of the fractional shares.
         The current market value of a fractional share shall be determined
         (calculated to the nearest 1/1000th of a share) by multiplying the
         Closing Price (determined as set forth in Section 12.06(e)) of the
         Common Stock on the Trading Day


                                       15
<PAGE>


         immediately prior to the Conversion Date by such fractional share and
         rounding the product to the nearest whole cent.

         SECTION 12.04 Taxes on Conversion.

                  If a Holder converts a 2006 Note, 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 certificate 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 regulation.

         SECTION 12.05 Company To Provide Stock.

                  The Company shall, prior to issuance of any 2006 Notes
         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 2006 Notes
         into shares of Common Stock.

                  All shares of Common Stock delivered upon conversion of the
         2006 Notes shall be newly issued shares, shall be duly authorized,
         validly issued, fully paid and nonassessable and shall be free from
         preemptive rights and free of any lien or adverse claim.

                  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 2006 Notes, if any, and will list or
         cause to have quoted such shares of Common Stock on each national
         securities exchange or on the Nasdaq National Market or other
         over-the-counter market or such other market on which the Common Stock
         is then listed or quoted; provided, however, that if rules of such
         automated quotation system or exchange permit the Company to defer the
         listing of such Common Stock until the first conversion of the 2006
         Notes into Common Stock in accordance with the provisions of this
         Indenture, the Company covenants to list such Common Stock issuable
         upon conversion of the 2006 Notes in accordance with the requirements
         of such automated quotation system or exchange at such time. Any Common
         Stock issued upon conversion of a 2006 Note hereunder which at the time
         of conversion was a Restricted Security will also be a Restricted
         Security.

         SECTION 12.06 Adjustment of Conversion Price.

                  The conversion price as stated in paragraph 8 of the 2006
         Notes (the "Conversion Price") shall be adjusted from time to time by
         the Company as follows:


                                       16
<PAGE>


                           (a) In case the Company shall (i) pay a dividend on
                  its Common Stock in shares of Common Stock, (ii) make a
                  distribution on its Common Stock in shares of Common Stock,
                  (iii) subdivide its outstanding Common Stock into a greater
                  number of shares, or (iv) combine its outstanding Common Stock
                  into a smaller number of shares, the Conversion Price in
                  effect immediately prior thereto shall be adjusted so that the
                  Holder of any 2006 Note thereafter surrendered for conversion
                  shall be entitled to receive that number of shares of Common
                  Stock which it would have owned had such 2006 Note been
                  converted immediately 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 or combination.

                           (b) In case the Company shall issue rights or
                  warrants to all or substantially all holders of its Common
                  Stock entitling them (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 at a price per share less than the
                  Current Market Price per share of Common Stock (as determined
                  in accordance with subsection (e) of this Section 12.06) on
                  the record date for the determination of stockholders entitled
                  to receive such rights or warrants, the Conversion Price in
                  effect immediately prior thereto shall be adjusted so that the
                  same shall equal the price determined by multiplying the
                  Conversion Price in effect immediately prior to such record
                  date by a fraction of which the numerator shall be the number
                  of shares of Common Stock outstanding on such record date plus
                  the number of shares which the aggregate offering price of the
                  total number of shares of Common Stock so offered would
                  purchase at the Current Market Price per share (as defined in
                  subsection (e) of this Section 12.06) of Common Stock on such
                  record date, and of which the denominator shall be the number
                  of shares of Common Stock outstanding on such record date plus
                  the number of additional shares of Common Stock offered. Such
                  adjustment shall be made successively whenever any such rights
                  or warrants are issued, and shall become effective immediately
                  after such record date. If at the end of the period during
                  which such rights or warrants are exercisable not all rights
                  or warrants shall have been exercised, the adjusted Conversion
                  Price shall be immediately readjusted to what it would have
                  been based upon the number of additional shares of Common
                  Stock actually issued.

                           (c) In case the Company shall distribute to all or
                  substantially all holders of its Common Stock any shares of
                  Capital Stock of the Company (other than Common Stock),
                  evidences of indebtedness or other securities or non-cash
                  assets (including securities of any Person other than the
                  Company but excluding (1) dividends or distributions paid
                  exclusively in cash or (2) dividends or distributions referred
                  to in subsection (a) of this Section 12.06), or shall
                  distribute to all or substantially all holders of its Common
                  Stock rights or warrants to subscribe for or purchase any of
                  its securities (excluding those rights and warrants referred
                  to in


                                       17
<PAGE>


                  subsection (b) of this Section 4.6 and also excluding the
                  distribution of rights to all holders of Common Stock pursuant
                  to the adoption of a stockholder rights plan or the detachment
                  of such rights under the terms of such stockholder rights
                  plan), then in each such case the Conversion Price shall be
                  adjusted so that the same shall equal the price determined by
                  multiplying the current Conversion Price by a fraction of
                  which the numerator shall be the Current Market Price per
                  share (as defined in subsection (e) of this Section 12.06) 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, whose determination shall be conclusive
                  evidence of such fair market value and which shall be
                  evidenced by an Officers' Certificate delivered to the
                  Trustee) of the portion of the Capital Stock, evidences of
                  indebtedness or other securities or non-cash assets so
                  distributed or of such rights or warrants applicable to one
                  share of Common Stock (determined on the basis of the number
                  of shares of Common Stock outstanding on the record date), and
                  of which the denominator shall be the Current Market Price per
                  share (as defined in subsection (e) of this Section 12.06) of
                  the Common Stock on such record date. Such adjustment shall be
                  made successively whenever any such distribution is made and
                  shall become effective immediately after the record date for
                  the determination of shareholders entitled to receive such
                  distribution.

                           In the event the then fair market value (as so
                  determined) of the portion of the Capital Stock, evidences of
                  indebtedness or other securities or non-cash assets so
                  distributed or of such rights or warrants applicable to one
                  share of Common Stock is equal to or greater than the Current
                  Market Price per share of the Common Stock on such record
                  date, in lieu of the foregoing adjustment, adequate provision
                  shall be made so that each Holder of a 2006 Note shall have
                  the right to receive upon conversion the amount of Capital
                  Stock, evidences of indebtedness or other securities or
                  non-cash assets so distributed or of such rights or warrants
                  such holder would have received had such Holder converted each
                  2006 Note on such record date. In the event that such dividend
                  or distribution is not so paid or made, the Conversion Price
                  shall again be adjusted to be the Conversion Price which would
                  then be in effect if such dividend or distribution had not
                  been declared. If the Board of Directors determines the fair
                  market value of any distribution for purposes of this Section
                  12.06(c) by reference to the actual or when issued trading
                  market for any securities, it must in doing so consider the
                  prices in such market over the same period used in computing
                  the Current Market Price of the Common Stock.

                           Upon conversion of the 2006 Notes into Common Stock,
                  to the extent that Company's current or any subsequent
                  preferred shares rights plan ("Rights Plan") is still in
                  effect upon such conversion, the Holders of 2006 Notes will
                  receive, in addition to the Common Stock, the rights described
                  therein (whether or not the rights have separated from the
                  Common Stock at the time of conversion), subject to the
                  limitations set forth in the Rights Plan. Any distribution of
                  rights or warrants pursuant to a Rights Plan complying with
                  the requirements set forth in the


                                       18
<PAGE>


                  immediately preceding sentence of this paragraph shall not
                  constitute a distribution of rights or warrants pursuant to
                  this Section 12.06(c).

                           Rights or warrants distributed by the Company to all
                  holders of Common Stock entitling the holders thereof to
                  subscribe for or purchase shares of the Company's Capital
                  Stock (either initially or under certain circumstances), which
                  rights or warrants, until the occurrence of a specified event
                  or events ("Trigger Event"): (i) are deemed to be transferred
                  with such shares of Common Stock; (ii) are not exercisable;
                  and (iii) are also issued in respect of future issuances of
                  Common Stock, shall be deemed not to have been distributed for
                  purposes of this Section 12.06 (and no adjustment to the
                  Conversion Price under this Section 12.06 will be required)
                  until the occurrence of the earliest Trigger Event, whereupon
                  such rights and warrants shall be deemed to have been
                  distributed and an appropriate adjustment (if any is required)
                  to the Conversion Price shall be made under this Section
                  12.06(c). If any such right or warrant, including any such
                  existing rights or warrants distributed prior to the date of
                  this Indenture, are subject to events, upon the occurrence of
                  which such rights or warrants become exercisable to purchase
                  different securities, evidences of indebtedness or other
                  assets, then the date of the occurrence of any and each such
                  event shall be deemed to be the date of distribution and
                  record date with respect to new rights or warrants with such
                  rights (and a termination or expiration of the existing rights
                  or warrants without exercise by any of the holders thereof).
                  In addition, in the event of any distribution (or deemed
                  distribution) of rights or warrants, or any Trigger Event or
                  other event (of the type described in the preceding sentence)
                  with respect thereto that was counted for purposes of
                  calculating a distribution amount for which an adjustment to
                  the Conversion Price under this Section 12.06 was made, (1) in
                  the case of any such rights or warrants which shall all have
                  been redeemed or repurchased without exercise by any holders
                  thereof, the Conversion Price shall be readjusted upon such
                  final redemption or repurchase to give effect to such
                  distribution or Trigger Event, as the case may be, as though
                  it were a cash distribution, equal to the per share redemption
                  or repurchase price received by a holder or holders of Common
                  Stock with respect to such rights or warrants (assuming such
                  holder had retained such rights or warrants), made to all
                  holders of Common Stock as of the date of such redemption or
                  repurchase, and (2) in the case of such rights or warrants
                  which shall have expired or been terminated without exercise
                  by any holders thereof, the Conversion Price shall be
                  readjusted as if such rights and warrants had not been issued.

                           (d) (i) In case the Company shall, by dividend or
                  otherwise, at any time distribute (a "Triggering
                  Distribution") to all or substantially all holders of its
                  Common Stock cash in an aggregate amount that, together with
                  the aggregate amount of (A) any cash and the fair market value
                  (as determined by the Board of Directors, whose determination
                  shall be conclusive evidence thereof and which shall be
                  evidenced by an Officers' Certificate delivered to the
                  Trustee) of any other consideration payable in respect of any
                  tender offer by the Company or a Subsidiary


                                       19
<PAGE>


                  of the Company for Common Stock consummated within the 12
                  months preceding the date of payment of the Triggering
                  Distribution and in respect of which no Conversion Price
                  adjustment pursuant to this Section 12.06 has been made and
                  (B) all other cash distributions to all or substantially all
                  holders of its Common Stock made within the 12 months
                  preceding the date of payment of the Triggering Distribution
                  and in respect of which no Conversion Price adjustment
                  pursuant to this Section 12.06 has been made, exceeds an
                  amount equal to 10.0% of the product of the Current Market
                  Price per share of Common Stock (as determined in accordance
                  with subsection (e) of this Section 12.06) on the Business Day
                  (the "Determination Date") immediately preceding the day on
                  which such Triggering Distribution is declared by the Company
                  multiplied by the number of shares of Common Stock outstanding
                  on the Determination Date (excluding shares held in the
                  treasury of the Company), the Conversion Price shall be
                  reduced so that the same shall equal the price determined by
                  multiplying such Conversion Price in effect immediately prior
                  to the Determination Date by a fraction of which the numerator
                  shall be the Current Market Price per share of the Common
                  Stock (as determined in accordance with subsection (e) of this
                  Section 12.06) on the Determination Date less the sum of the
                  aggregate amount of cash and the aggregate fair market value
                  (determined as aforesaid in this Section 12.06(c)(1)) of any
                  such other consideration so distributed, paid or payable (in
                  the case of amounts paid in any tender offer, including only
                  that portion of the aggregate amount paid in the tender offer
                  that was in excess of the aggregate value of the shares
                  purchased in the tender offer (based on the Current Market
                  Price per share of Common Stock as determined in accordance
                  with subsection (e) of this Section 12.06 on the day the
                  tender offer expired)) within such 12 months (including,
                  without limitation, the Triggering Distribution) applicable to
                  one share of Common Stock (determined on the basis of the
                  number of shares of Common Stock outstanding on the
                  Determination Date) and the denominator shall be such Current
                  Market Price per share of the Common Stock (as determined in
                  accordance with subsection (e) of this Section 12.06) on the
                  Determination Date, such reduction to become effective
                  immediately prior to the opening of business on the day
                  following the date on which the Triggering Distribution is
                  paid.

                           (ii) In case any tender offer made by the Company or
                  any of its Subsidiaries for Common Stock shall expire and such
                  tender offer (as amended upon the expiration thereof) shall
                  involve the payment of aggregate consideration in an amount
                  (determined as the sum of the aggregate amount of cash
                  consideration and the aggregate fair market value (as
                  determined by the Board of Directors, whose determination
                  shall be conclusive evidence thereof and which shall be
                  evidenced by an Officers' Certificate delivered to the Trustee
                  thereof) of any other consideration) that, together with the
                  aggregate amount of (A) any cash and the fair market value (as
                  determined by the Board of Directors, whose determination
                  shall be conclusive evidence thereof and which shall be
                  evidenced by an Officers' Certificate delivered to the
                  Trustee) of any other consideration payable in respect of any
                  other tender offers

                                       20
<PAGE>


                  by the Company or any Subsidiary of the Company for Common
                  Stock consummated within the 12 months preceding the date of
                  the Expiration Date (as defined below) and in respect of which
                  no Conversion Price adjustment pursuant to this Section 12.06
                  has been made and (B) all cash distributions to all or
                  substantially all holders of its Common Stock made within the
                  12 months preceding the Expiration Date and in respect of
                  which no Conversion Price adjustment pursuant to this Section
                  12.06 has been made, exceeds an amount equal to 10.0% of the
                  product of the Current Market Price per share of Common Stock
                  (as determined in accordance with subsection (e) of this
                  Section 12.06) as of the last date (the "Expiration Date")
                  tenders could have been made pursuant to such tender offer (as
                  it may be amended) (the last time at which such tenders could
                  have been made on the Expiration Date is hereinafter sometimes
                  called the "Expiration Time") multiplied by the number of
                  shares of Common Stock outstanding (including tendered shares
                  but excluding any shares held in the treasury of the Company)
                  at the Expiration Time, then, immediately prior to the opening
                  of business on the day after the Expiration Date, the
                  Conversion Price shall be reduced so that the same shall equal
                  the price determined by multiplying the Conversion Price in
                  effect immediately prior to the close of business on the
                  Expiration Date by a fraction of which the numerator shall be
                  (x) the product of the number of shares of Common Stock
                  outstanding (including tendered shares but excluding any
                  shares held in the treasury of the Company) at the Expiration
                  Time multiplied by the Current Market Price per share of the
                  Common Stock (as determined in accordance with subsection (e)
                  of this Section 12.06) on the Expiration Date minus (y) the
                  aggregate consideration (determined as aforesaid) payable to
                  stockholders based on the acceptance (up to any maximum
                  specified in the terms of the tender offer) of all shares
                  validly tendered and not withdrawn as of the Expiration Time
                  (the shares deemed so accepted, up to any such maximum, being
                  referred to as the "Purchased Shares") and the denominator
                  shall be the product of the number of shares of Common Stock
                  outstanding (less any Purchased Shares and excluding any
                  shares held in the treasury of the Company) at the Expiration
                  Time and the Current Market Price per share of Common Stock
                  (as determined in accordance with subsection (e) of this
                  Section 12.06) on the Expiration Date, such reduction to
                  become effective immediately prior to the opening of business
                  on the day following the Expiration Date. In the event that
                  the Company is obligated to purchase shares pursuant to any
                  such tender offer, but the Company is permanently prevented by
                  applicable law from effecting any or all such purchases or any
                  or all such purchases are rescinded, the Conversion Price
                  shall again be adjusted to be the Conversion Price which would
                  have been in effect based upon the number of shares actually
                  purchased. If the application of this Section 12.06(c)(2) to
                  any tender offer would result in an increase in the Conversion
                  Price, no adjustment shall be made for such tender offer under
                  this Section 12.06(c)(2).

                           (iii) For purposes of this Section 12.06(c), the term
                  "tender offer" shall mean and include both tender offers and
                  exchange offers, all references to "purchases" of shares in
                  tender offers (and all similar references) shall mean and


                                       21
<PAGE>


                  include both the purchase of shares in tender offers and the
                  acquisition of shares pursuant to exchange offers, and all
                  references to "tendered shares" (and all similar references)
                  shall mean and include shares tendered in both tender offers
                  and exchange offers.

                  (e) For the purpose of any computation under subsections (b),
         (c) and (d) of this Section 12.06, the current market price (the
         "Current Market Price") per share of Common Stock on any date shall be
         deemed to be the average of the daily closing prices for a period
         selected by the Company of either 5 consecutive Trading Days or 30
         consecutive Trading Days commencing not more than 45 Trading Days
         before and ending no later than (A) the Determination Date or the
         Expiration Date, as the case may be, with respect to distributions or
         tender offers under subsection (c) or (d) of this Section 12.06 or (B)
         the record date with respect to distributions, issuances or other
         events requiring such computation under subsection (b) or (c) of this
         Section 12.06. The closing price (the "Closing Price") for each day
         shall be the last reported sales price or, in case no such reported
         sale takes place on such date, the average of the reported closing bid
         and asked prices in either case on the Nasdaq National Market (the
         "NNM") or, if the Common Stock is not listed or admitted to trading on
         the NNM, on the principal national securities exchange on which the
         Common Stock is listed or admitted to trading or, if not listed or
         admitted to trading on the NNM or any national securities exchange, the
         last reported sales price of the Common Stock as quoted on NASDAQ or,
         in case no reported sales takes place, the average of the closing bid
         and asked prices as quoted on NASDAQ or any comparable system or, if
         the Common Stock is not quoted on NASDAQ or any comparable system, the
         closing sales price or, in case no reported sale takes place, the
         average of the closing bid and asked prices, as furnished by any two
         members of the National Association of Securities Dealers, Inc.
         selected from time to time by the Company for that purpose. If no such
         prices are available, the Current Market Price per share shall be the
         fair value of a share of Common Stock as determined by the Board of
         Directors (which shall be evidenced by an Officers' Certificate
         delivered to the Trustee).

                  (f) In any case in which this Section 12.06 shall require that
         an adjustment be made following a record date or a Determination Date
         or Expiration Date, as the case may be, established for purposes of
         this Section 12.06, 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 12.09) issuing to the Holder of
         any 2006 Note converted after such record date or Determination Date or
         Expiration 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 prepared by the Company of the
         right to receive such shares. If any distribution in respect of which
         an adjustment to the Conversion Price is required to be made as of the
         record date or Determination Date or Expiration Date therefor is not
         thereafter made or paid by the Company for any reason, the Conversion
         Price shall be


                                       22
<PAGE>


         readjusted to the Conversion Price which would then be in effect if
         such record date had not been fixed or such effective date or
         Determination Date or Expiration Date had not occurred.

         SECTION 12.07 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 12.07 are not required to
         be made shall be carried forward and taken into account in any
         subsequent adjustment. All calculations under this Article XII 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 issuances of Common Stock
         pursuant to a Company plan for reinvestment of dividends or interest or
         for a change in the par value or a change to no par value of the Common
         Stock.

                  To the extent that the 2006 Notes become convertible into the
         right to receive cash, no adjustment need be made thereafter as to the
         cash. Interest will not accrue on the cash.

         SECTION 12.08 Adjustment for Tax Purposes.

                  The Company shall be entitled to make such reductions in the
         Conversion Price, in addition to those required by Section 12.06, as it
         in its discretion shall determine to be advisable in order that any
         stock dividends, subdivisions of shares, distributions of rights to
         purchase stock or securities or distributions of securities convertible
         into or exchangeable for stock hereafter made by the Company to its
         stockholders shall not be taxable.

         SECTION 12.09 Notice of Adjustment.

                  Whenever the Conversion Price or conversion privilege is
         adjusted, the Company shall promptly mail to Holders 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. Unless and until the Trustee shall receive an Officers' Certificate
         setting forth an adjustment of the Conversion Price, the Trustee may
         assume without inquiry that the Conversion Price has not been adjusted
         and that the last Conversion Price of which it has knowledge remains in
         effect.

         SECTION 12.10 Notice of Certain Transactions.

                  In the event that:

                           (i) the Company takes any action which would require
                  an adjustment in the Conversion Price;


                                       23
<PAGE>


                           (ii) the Company consolidates or merges with or
                  converts into, or transfers all or substantially all of its
                  property and assets to, another Person and shareholders of the
                  Company must approve the transaction; or

                           (iii) there is a dissolution or liquidation of the
                  Company,

         the Company shall mail to Holders and file with the Trustee a notice
         stating the proposed record or effective date, as the case may be. The
         Company shall mail the notice at least ten days before such date.
         Failure to mail such notice or any defect therein shall not affect the
         validity of any transaction referred to in clause (i), (ii) or (iii) of
         this Section 12.10.

         SECTION 12.11 Effect of Reclassification, Consolidation, Merger or Sale
         on Conversion Privilege.

                  If any of the following shall occur, namely: (a) any
         reclassification or change of shares of Common Stock issuable upon
         conversion of the 2006 Notes (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, or any other change for which
         an adjustment is provided in Section 12.06); (b) any consolidation or
         merger or conversion 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 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) in,
         outstanding shares of Common Stock; or (c) any sale or conveyance of
         all or substantially all of the property and assets of the Company,
         directly or indirectly, to any Person, then the Company, or such
         successor, purchasing or transferee corporation, as the case may be,
         shall, as a condition precedent to such reclassification, change,
         consolidation, merger, conversion, sale or conveyance, execute and
         deliver to the Trustee a supplemental indenture providing that the
         Holder of each 2006 Note then outstanding shall have the right to
         convert such 2006 Note into the kind and amount of shares of stock and
         other securities and property (including cash) receivable upon such
         reclassification, change, consolidation, merger, conversion, sale or
         conveyance by a holder of the number of shares of Common Stock
         deliverable upon conversion of such 2006 Note immediately prior to such
         reclassification, change, consolidation, merger, conversion, sale or
         conveyance assuming such holder of Common Stock (i) is not a Person
         party to such transaction and (ii) failed to exercise his rights of an
         election, if any, as to the kind or amount of stock and other
         securities and property (including cash) receivable upon such
         reclassification, change, consolidation, merger, conversion, sale or
         conveyance (provided, however, that if the kind or amount of stock and
         other securities and property (including cash) receivable upon such
         reclassification, change, consolidation, merger, conversion, sale or
         conveyance is not the same for each share of Common Stock held
         immediately prior to such reclassification, change, consolidation,
         merger, conversion, sale or conveyance in respect of which such rights
         of election shall not have been exercised ("non-electing share"), then
         for the purpose of this Section 12.11 the kind and amount of stock and
         other securities and property (including cash) receivable upon such
         reclassification, change, consolidation, merger, conversion, sale or
         conveyance by each


                                       24
<PAGE>


         non-electing share shall be deemed to be the kind and amount so
         receivable per share by a plurality of the non-electing shares). Such
         supplemental indenture shall provide for adjustments 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 XII.
         If, in the case of any such consolidation, merger, conversion, sale or
         conveyance, the stock or other securities and property (including cash)
         receivable thereupon by a holder of Common Stock include shares of
         stock or other securities and property of a Person other than the
         successor, purchasing or transferee Person, as the case may be, in such
         consolidation, merger, conversion, sale or conveyance, then such
         supplemental indenture shall also be executed by such other Person and
         shall contain such additional provisions to protect the interests of
         the Holders of the 2006 Notes as the Board of Directors shall
         reasonably consider necessary by reason of the foregoing. The
         provisions of this Section 12.11 shall similarly apply to successive
         reclassifications, changes, consolidations, mergers, conversions, sales
         or conveyances.

                  In the event the Company shall execute a supplemental
         indenture pursuant to this Section 12.11, the Company shall promptly
         file with the Trustee (x) an Officers' Certificate briefly stating the
         reasons therefor, the kind or amount of shares of stock or other
         securities or property (including cash) receivable by Holders of the
         2006 Notes upon the conversion of their 2006 Notes after any such
         reclassification, change, consolidation, merger, conversion, sale or
         conveyance, any adjustment to be made with respect thereto and that all
         conditions precedent have been complied with and (y) an Opinion of
         Counsel that all conditions precedent have been complied with, and
         shall promptly mail notice thereof to all Holders.

         SECTION 12.12 Trustee's Disclaimer.

                  The Trustee shall have no duty to determine when an adjustment
         under this Article XII should be made, how it should be made or what
         such adjustment should be, but may accept as conclusive evidence of
         that fact or the correctness of any such adjustment, and shall be
         protected in relying upon, an Officers' Certificate including the
         Officers' Certificate with respect thereto which the Company is
         obligated to file with the Trustee pursuant to Section 12.09. The
         Trustee makes no representation as to the validity or value of any
         securities or assets issued upon conversion of 2006 Notes, and the
         Trustee shall not be responsible for the Company's failure to comply
         with any provisions of this Article XII.

                  The Trustee shall not be under any responsibility to determine
         the correctness of any provisions contained in any supplemental
         indenture executed pursuant to Section 12.11, but may accept as
         conclusive evidence of the correctness thereof, and shall be fully
         protected in relying upon, the Officers' Certificate with respect
         thereto which the Company is obligated to file with the Trustee
         pursuant to Section 12.11.

         SECTION 12.13 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 days
         and if the reduction is irrevocable during

                                       25
<PAGE>


         the period if the Company's Board of Directors determines that such
         reduction would be in the best interest of the Company or to avoid or
         diminish income tax to holders of shares of the Company's Common Stock
         in connection with a dividend or distribution of stock or similar
         event, and the Company provides 15 days prior notice of any reduction
         in the Conversion Price; provided, however, that in no event may the
         Company reduce the Conversion Price to be less than the par value of a
         share of Common Stock.

                                   ARTICLE 3

                            MISCELLANEOUS PROVISIONS

         SECTION 3.1. Integral Part.

         This First Supplemental Indenture constitutes an integral part of the
Indenture.

         SECTION 3.2. General Definitions.

         For all purposes of this First Supplemental Indenture:

                  (a) capitalized terms used herein without definition shall
         have the meanings specified in the Original Indenture; and

                  (b) the terms "herein", "hereof", "hereunder" and other words
         of similar import refer to this Fourth Supplemental Indenture.

         SECTION 3.3. Adoption, Ratification and Confirmation.

         The Original Indenture, as supplemented and amended by this First
Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed.

         SECTION 3.4. Counterparts.

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

         SECTION 3.5. Governing Law.

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


                                       26
<PAGE>


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

                                     EGL, INC.


                                     By:    /s/ ELIJIO V. SERRANO
                                         ---------------------------------------
                                         Name:  Elijio V. Serrano
                                                --------------------------------
                                         Title: Chief Financial Officer
                                                --------------------------------


                                      JPMORGAN CHASE BANK, as Trustee


                                     By:    /s/ MAURI J. COWEN
                                         ---------------------------------------
                                         Name:  Mauri J. Cowen
                                                --------------------------------
                                         Title: Vice President and Trust Officer
                                                --------------------------------


                                       27
<PAGE>

                                    EXHIBIT A
                           [FORM OF FACE OF SECURITY]

[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. THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.](1)

[THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION THEREOF 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.](2)

[THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS
SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES
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) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,


---------
(1) These paragraphs should be included only if the Security is a Global
    Security.

(2) These paragraphs to be included only if the Security is a Restricted
    Security.


                                      A-1
<PAGE>


(III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH
(IV) 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.](2)

[THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION
RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO
COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.](2)


---------
(2) These paragraphs to be included only if the Security is a Restricted
    Security.


                                      A-2
<PAGE>


                                    EGL, INC.


CUSIP:                                                                R-
      -----------                                                       ------

             5% CONVERTIBLE SUBORDINATED NOTE DUE DECEMBER 15, 2006

EGL, Inc., a Texas corporation (the "Company", which term shall include any
successor corporation under the Indenture referred to on the reverse hereof),
promises to pay to___________ _________________, or registered assigns, the
principal sum of _____________________________ Dollars ($__________) on December
15, 2006 [or such greater or lesser amount as is indicated on the Schedule of
Exchanges of Notes on the other side of this Note].(3)

Interest Payment Dates: December 15 and June 15

Record Dates: December 1 and June 1


This Note is convertible as specified on the other side of this Note. Additional
provisions of this Note are set forth on the other side of this Note.


                             SIGNATURE PAGE FOLLOWS

---------
(3) This phrase should be included only if the Security is a Global Security.


                                      A-3
<PAGE>


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



                                              EGL, INC.



[CORPORATE SEAL]                              By:
                                                  -----------------------------
                                              Name:
                                              Title:

Attest:


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

Dated:

Trustee's Certificate of Authentication:  This is one of the
Securities of the series designated therein referred to in the
within-mentioned Indenture.

JPMorgan Chase Bank,
as Trustee


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


                                      A-4

<PAGE>


                       [FORM OF REVERSE SIDE OF SECURITY]

                                    EGL, INC.


             5% CONVERTIBLE SUBORDINATED NOTE DUE DECEMBER 15, 2006

1.       INTEREST

         EGL, Inc., a Texas corporation (the "Company", which term shall include
any successor corporation under the Indenture hereinafter referred to), promises
to pay interest on the principal amount of this Note at the rate of 5% per
annum. The Company shall pay interest semiannually on December 15 and June 15 of
each year, commencing June 15, 2002. Interest on the Notes shall accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from December 7, 2001; provided, however, that if there is not an existing
default in the payment of interest and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding interest
payment date, interest shall accrue from such interest payment date. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. Any
reference herein to interest accrued or payable as of any date shall include any
Additional Interest accrued or payable on such date as provided in the
Registration Rights Agreement.

2.       METHOD OF PAYMENT

         The Company shall pay interest on this Note (except defaulted interest)
to the person who is the Holder of this Note at the close of business on
December 1 or June 1, as the case may be, next preceding the related interest
payment date. The Holder must surrender this Note to a Paying Agent to collect
payment of principal. The Company will pay principal and interest in money of
the United States that at the time of payment is legal tender for payment of
public and private debts. The Company may, however, pay principal and interest
in respect of any Physical Security by check or wire payable in such money;
provided, however, that a Holder with an aggregate principal amount in excess of
$2,000,000 will be paid by wire transfer in immediately available funds at the
election of such Holder if such Holder has provided wire transfer instructions
to the Company at least 10 Business Days prior to the payment date. The Company
may mail an interest check to the Holder's registered address. Notwithstanding
the foregoing, so long as this Note 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, REGISTRAR AND CONVERSION AGENT

         Initially, JPMorgan Chase Bank (the "Trustee", which term shall include
any successor trustee under the Indenture hereinafter referred to) will act as
Paying Agent, Registrar and Conversion Agent. The Company may change any Paying
Agent, Registrar or Conversion Agent without notice to the Holder. The Company
or any of its Subsidiaries may, subject to certain limitations set forth in the
Indenture, act as Paying Agent, Registrar or Conversion Agent.


                                      A-5
<PAGE>

4.       INDENTURE, LIMITATIONS

         This Note is one of a duly authorized issue of Securities of the
Company designated as its 5% Convertible Subordinated Notes due December 15,
2006 (the "Notes"), issued under an Indenture dated as of December 7, 2001, as
amended by the First Supplemental Indenture thereto dated as of December 7, 2001
(together with any additional supplemental indentures thereto, the "Indenture"),
between the Company and the Trustee. The terms of this Note include those stated
in the Indenture and those required by or made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended, as in effect on the
date of the Indenture. This Note is subject to all such terms, and the Holder of
this Note is referred to the Indenture and said Act for a statement of them.

         The Notes are subordinated unsecured obligations of the Company,
initially limited to $85,000,000 aggregate principal amount (or up to
$100,000,000 aggregate principal amount if the over allotment option granted to
the initial purchaser of the Notes is exercised in full) but subject to future
increase as provided in the Indenture. The Indenture does not limit other debt
of the Company, secured or unsecured, including Senior Indebtedness.

5.       OPTIONAL REDEMPTION

         The Notes are subject to redemption, at any time on or after December
20, 2004, as a whole or from time to time in part, at the election of the
Company. The Redemption Prices (expressed as percentages of the principal
amount) are as follows for Notes redeemed during the periods set forth below:

<Table>
<Caption>
                      PERIOD                                   REDEMPTION PRICE
                      ------                                   ----------------
<S>                                                            <C>
Beginning on December  20, 2004 through December 14, 2005           101.25%
Beginning on December 15, 2005 and thereafter                       100.00%
</Table>

in each case together with accrued interest up to but not including the
Redemption Date; provided that if the Redemption Date falls after an interest
payment record date and on or before an interest payment date, then the interest
will be payable to the Holders in whose names the Notes are registered at the
close of business on the relevant interest payment record dates.

         No sinking fund or other mandatory redemption obligation is provided
for the Notes.

6.       NOTICE OF REDEMPTION

         Notice of redemption will be mailed by first-class mail at least 20
days but not more than 60 days before the Redemption Date to each Holder of
Notes to be redeemed at its registered address. Notes in denominations larger
than $1,000 may be redeemed in part, but only in whole multiples of $1,000. On
and after the Redemption Date, subject to the deposit with the Paying Agent of
funds sufficient to pay the Redemption Price plus accrued interest, if any,
accrued to, but excluding, the Redemption Date, interest shall cease to accrue
on Notes or portions of them called for redemption.


                                      A-6
<PAGE>

7.       PURCHASE OF NOTES AT OPTION OF HOLDER UPON A CHANGE IN CONTROL

         At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to purchase all or any part
specified by the Holder (so long as the principal amount of such part is $1,000
or an integral multiple of $1,000 in excess thereof) of the Notes held by such
Holder on the date that is 30 Business Days after the occurrence of a Change in
Control, at a purchase price equal to 100% of the principal amount thereof
together with accrued interest up to, but excluding, the Change in Control
Purchase Date. The Holder shall have the right to withdraw any Change in Control
Purchase Notice (in whole or in a portion thereof that is $1,000 or an integral
multiple of $1,000 in excess thereof) at any time prior to the close of business
on the Business Day next preceding the Change in Control Purchase Date by
delivering a written notice of withdrawal to the Paying Agent in accordance with
the terms of the Indenture.

8.       CONVERSION

         A Holder of a Note may convert the principal amount of such Note (or
any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess
thereof) into shares of Common Stock at any time prior to the close of business
on the fourth Trading Day preceding December 15, 2006; provided, however, that
if the Note is called for redemption or subject to purchase upon a Change in
Control, the conversion right will terminate at the close of business on the
Business Day immediately preceding the Redemption Date or the Change in Control
Purchase Date, as the case may be, for such Note or such earlier date as the
Holder presents such Note for redemption or purchase (unless the Company shall
default in making the redemption payment or Change in Control Purchase Price, as
the case may be, when due, in which case the conversion right shall terminate at
the close of business on the date such default is cured and such Note is
redeemed or purchased).

         The initial Conversion Price is $17.4335 per share, subject to
adjustment under certain circumstances as provided in the Indenture. The number
of shares of Common Stock issuable upon conversion of a Note is determined by
dividing the principal amount of the Note or portion thereof converted by the
Conversion Price in effect on the Conversion Date. No fractional shares will be
issued upon conversion; in lieu thereof, an amount will be paid in cash based
upon the Closing Price (as defined in the Indenture) of the Common Stock on the
Trading Day immediately prior to the Conversion Date.

         To convert a Note, a Holder must (a) complete and manually sign the
conversion notice set forth below and deliver such notice to a Conversion Agent,
(b) surrender the Note to a Conversion Agent, (c) furnish appropriate
endorsements and transfer documents if required by a Registrar or a Conversion
Agent, and (d) pay any transfer or similar tax, if required. Notes so
surrendered for conversion (in whole or in part) during the period from the
close of business on any regular record date to the opening of business on the
next succeeding interest payment date (excluding Notes or portions thereof
called for redemption or subject to purchase upon a Change in Control on a
Redemption Date or Change in Control Purchase Date, as the case may be, during
the period beginning at the close of business on a regular record date and
ending at the opening of business on the first Business Day after the next
succeeding interest payment date, or if such interest payment date is not a
Business Day, the second such Business Day) shall also be accompanied by payment
in


                                      A-7
<PAGE>


funds acceptable to the Company of an amount equal to the interest payable on
such interest payment date on the principal amount of such Note then being
converted, and such interest shall be payable to such registered Holder
notwithstanding the conversion of such Note, subject to the provisions of the
Indenture relating to the payment of defaulted interest by the Company. If the
Company defaults in the payment of interest payable on such interest payment
date, the Company shall promptly repay such funds to such Holder. A Holder may
convert a portion of a Note equal to $1,000 or any integral multiple thereof.

         A Note in respect of which a Holder had delivered a Change in Control
Purchase Notice exercising the option of such Holder to require the Company to
purchase such Note may be converted only if the Change in Control Purchase
Notice is withdrawn in accordance with the terms of the Indenture.

9.       CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION

         Any Notes called for redemption, unless surrendered for conversion
before the close of business on the Business Day immediately preceding the
Redemption Date, may be deemed to be purchased from the Holders of such Notes at
an amount not less than the Redemption Price, together with accrued interest, if
any, to, but not including, the Redemption Date, by one or more investment
bankers or other purchasers who may agree with the Company to purchase such
Notes from the Holders, to convert them into Common Stock of the Company and to
make payment for such Notes to the Paying Agent in trust for such Holders.

10.      SUBORDINATION

         The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture, subordinate and junior in right of payment to
the prior payment in full of all Senior Indebtedness of the Company. Any Holder
by accepting this Note agrees to and shall be bound by such subordination
provisions and authorizes the Trustee to give them effect. In addition to all
other rights of Senior Indebtedness described in the Indenture, the Senior
Indebtedness shall continue to be Senior Indebtedness and entitled to the
benefits of the subordination provisions irrespective of any amendment,
modification or waiver of any terms of any instrument relating to the Senior
Indebtedness or any extension or renewal of the Senior Indebtedness.

11.      DENOMINATIONS, TRANSFER, EXCHANGE

         The Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. A Holder may register the transfer of
or exchange Notes 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 transfer taxes or similar governmental charges that may
be imposed in relation thereto by law or permitted by the Indenture.

12.      PERSONS DEEMED OWNERS

         The Holder of a Note may be treated as the owner of it for all
purposes.


                                      A-8
<PAGE>


13.      UNCLAIMED MONEY

         If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent will pay the money back to the Company at
its written request, subject to applicable unclaimed property law. After that,
Holders entitled to money must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person.

14.      AMENDMENT, SUPPLEMENT AND WAIVER

         Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the Notes then outstanding, and an existing
default or Event of Default and its consequence or compliance with any provision
of the Indenture or the Notes may be waived in a particular instance with the
consent of the Holders of a majority in aggregate principal amount of the Notes
then outstanding. Without the consent of or notice to any Holder, the Company
and the Trustee may amend or supplement the Indenture or the Notes to, among
other things, cure any ambiguity, defect or inconsistency or make any other
change that does not adversely affect the rights of any Holder in any material
respect.

15.      SUCCESSOR ENTITY

         When a successor corporation assumes all the obligations of its
predecessor under the Notes and the Indenture in accordance with the terms and
conditions of the Indenture, the predecessor corporation (except in certain
circumstances specified in the Indenture) be released from those obligations.

16.      DEFAULTS AND REMEDIES

         Under the Indenture, an Event of Default includes: (i) default for 30
days in payment of any interest or Additional Interest on any Notes; (ii)
default in payment of any principal (including, without limitation, any premium,
if any) on the Notes when due; (iii) failure by the Company to provide timely
notice of a Change in Control; (iv) failure by the Company for 90 days after
notice to it to comply with any of its other agreements contained in the
Indenture or the Notes; (v) default in the payment of certain indebtedness of
the Company or a Significant Subsidiary; and (vi) certain events of bankruptcy,
insolvency or reorganization of the Company or any Significant Subsidiary. If an
Event of Default (other than as a result of certain events of bankruptcy,
insolvency or reorganization of the Company) occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Notes then outstanding may declare all unpaid principal to the date of
acceleration on the Notes then outstanding to be due and payable immediately,
all as and to the extent provided in the Indenture. If an Event of Default
occurs as a result of certain events of bankruptcy, insolvency or reorganization
of the Company, unpaid principal of the Notes then outstanding shall become due
and payable immediately without any declaration or other act on the part of the
Trustee or any Holder, all as and to the extent provided in the Indenture.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Notes. Subject to certain


                                      A-9
<PAGE>


limitations, Holders of a majority in aggregate principal amount of the Notes
then outstanding may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders notice of any continuing default (except a
default in payment of principal or interest) if it determines that withholding
notice is in their interests. The Company is required to file periodic reports
with the Trustee as to the absence of default.

17.      TRUSTEE DEALINGS WITH THE COMPANY

         JPMorgan Chase Bank, the Trustee under the Indenture, in its individual
or any other capacity, may make loans to, accept deposits from and perform
services for the Company or an Affiliate of the Company, and may otherwise deal
with the Company or an Affiliate of the Company, as if it were not the Trustee.

18.      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 Notes
or the Indenture nor for any claim based on, in respect of or by reason of such
obligations or their creation. The Holder of this Note by accepting this Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of this Note.

19.      AUTHENTICATION

         This Note shall not be valid until the Trustee or an authenticating
agent manually signs the certificate of authentication on the other side of this
Note.

20.      ABBREVIATIONS AND DEFINITIONS

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

         All terms defined in the Indenture and used in this Note but not
specifically defined herein are defined in the Indenture and are used herein as
so defined.

21.      INDENTURE TO CONTROL; GOVERNING LAW

         In the case of any conflict between the provisions of this Note and the
Indenture, the provisions of the Indenture shall control. This Note shall be
governed by, and construed in accordance with, the laws of the State of New
York.

         The Company will furnish to any Holder, upon written request and
without charge, a copy of the Indenture. Requests may be made to: EGL, Inc.,
15350 Vickery Drive, Houston, Texas 77032, Attention: Investor Relations.


                                      A-10

<PAGE>


                                 ASSIGNMENT FORM


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


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


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

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

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

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

and irrevocably appoint


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

agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him or her.



                                      Your Signature:

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

*Signature guaranteed by:

By:
   --------------------------------
         *       The signature must be guaranteed by an institution which is a
         member of one of the following recognized signature guaranty programs:
         (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the
         New York Stock Exchange Medallion Program (MSP); (iii) the Stock
         Exchange Medallion Program (SEMP); or (iv) such other guaranty program
         acceptable to the Trustee.


                                      A-11
<PAGE>


                                CONVERSION NOTICE


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

To convert only part of this Note, state the principal amount to be converted
(must be $1,000 or a integral multiple of $1,000): $____________.

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


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


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

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

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

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



                                      Your Signature:

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


*Signature guaranteed by:

By:
   --------------------------------
         *        The signature must be guaranteed by an institution which is a
         member of one of the following recognized signature guaranty programs:
         (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the
         New York Stock Exchange Medallion Program (MSP); (iii) the Stock
         Exchange Medallion Program (SEMP); or (iv) such other guaranty program
         acceptable to the Trustee.

                                      A-12
<PAGE>


                           OPTION TO ELECT REPURCHASE

                            UPON A CHANGE OF CONTROL

To:      EGL, Inc.

         The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from EGL, Inc. (the "Company") as to the
occurrence of a Change in Control with respect to the Company and requests and
instructs the Company to repurchase the entire principal amount of this
Security, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, in accordance with the terms of the Indenture
referred to in this Security at the Change in Control Purchase Price, together
with accrued interest to, but excluding, such date, to the registered Holder
hereof.

Dated:
      ----------------------         ------------------------------------------

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

                                     Signature(s) must be guaranteed by a
                                     qualified guarantor institution with
                                     membership in an approved signature
                                     guarantee program pursuant to Rule 17Ad-15
                                     under the Securities Exchange Act of 1934.

                                     ------------------------------------------
                                     Signature Guaranty

Principal amount to be redeemed
(in an integral multiple of $1,000, if less than all):

-------------------------------------
NOTICE: The signature to the foregoing election must correspond to the name as
written upon the face of this Security in every particular, without alteration
or any change whatsoever.

                                      A-13
<PAGE>


                       SCHEDULE OF EXCHANGES OF NOTES(4)


The following exchanges, redemptions, repurchases or conversions of a part of
this global Note have been made:

<Table>
<Caption>
     PRINCIPAL AMOUNT
    OF THIS GLOBAL NOTE           AUTHORIZED                                          AMOUNT OF
      FOLLOWING SUCH             SIGNATORY OF         AMOUNT OF DECREASE IN          INCREASE IN
      DECREASE DATE           TRUSTEE OR SECURITY       PRINCIPAL AMOUNT           PRINCIPAL AMOUNT
OF EXCHANGE (OR INCREASE)         CUSTODIAN            OF THIS GLOBAL NOTE       OF THIS GLOBAL NOTE
-------------------------     -------------------     ----------------------     -------------------
<S>                           <C>                     <C>                        <C>
</Table>

---------
(4) This schedule should be included only if the Security is a Global Security.

                                      A-14
<PAGE>



            CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION
                 OF TRANSFER OF TRANSFER RESTRICTED SECURITIES(5)



Re:      5% Convertible Subordinated Notes due December 15, 2006 (the "Notes")
         of EGL, Inc.


This certificate relates to $_______ principal amount of Notes owned in (check
applicable box)
[ ] book-entry or   [ ] definitive form by ___________________ (the
"Transferor").

The Transferor has requested a Registrar or the Trustee to exchange or register
the transfer of such Notes.

In connection with such request and in respect of each such Note, the Transferor
does hereby certify that the Transferor is familiar with transfer restrictions
relating to the Notes as provided in Section 2.20 of the Indenture dated as of
December 7, 2001 between EGL, Inc. and JPMorgan Chase Bank, as trustee (the
"Indenture"), and the transfer of such Note is being made pursuant to an
effective registration statement under the Securities Act of 1933, as amended
(the "Securities Act") (check applicable box) or the transfer or exchange, as
the case may be, of such Note does not require registration under the Securities
Act because (check applicable box):

         [ ]      Such Note is being transferred pursuant to an effective
                  registration statement under the Securities Act.

         [ ]      Such Note is being acquired for the Transferor's own account,
                  without transfer.

         [ ]      Such Note is being transferred to the Company or a Subsidiary
                  (as defined in the Indenture) of the Company.

         [ ]      Such Note is being transferred to a person the Transferor
                  reasonably believes is a "qualified institutional buyer" (as
                  defined in Rule 144A or any successor provision thereto ("Rule
                  144A") under the Securities Act) that is purchasing for its
                  own account or for the account of a "qualified institutional
                  buyer", in each case to whom notice has been given that the
                  transfer is being made in reliance on such Rule 144A, and in
                  each case in reliance on Rule 144A.

         [ ]      Such Note is being transferred pursuant to and in compliance
                  with an exemption from the registration requirements under the
                  Securities Act in accordance with Rule 144 (or any successor
                  thereto) ("Rule 144") under the Securities Act.

         [ ]      Such Note is being transferred pursuant to and in compliance
                  with an exemption from the registration requirements of the
                  Securities Act (other than an exemption referred to above) and
                  as a result of which such Note will, upon such transfer, cease
                  to be a "restricted security" within the meaning of Rule 144
                  under the Securities Act.

The Transferor acknowledges and agrees that, if the transferee will hold any
such Notes in the form of beneficial interests in a global Note which is a
"restricted security" within the meaning of Rule 144 under the Securities Act,
then such transfer can only be made pursuant to Rule 144A

---------
(5) This certificate should only be included if this Security is a Transfer
    Restricted Security.


                                      A-15
<PAGE>


under the Securities Act and such transferee must be a "qualified institutional
buyer" (as defined in Rule 144A).



Date:
     -----------------------------          -----------------------------------
                                            (Insert Name of Transferor)


                                      A-16