{"id":41071,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indenture-healthsouth-rehabilitation-corp-and-pnc-bank.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indenture-healthsouth-rehabilitation-corp-and-pnc-bank","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/indenture-healthsouth-rehabilitation-corp-and-pnc-bank.html","title":{"rendered":"Indenture &#8211; HealthSouth Rehabilitation Corp. and PNC Bank, Kentucky, Inc."},"content":{"rendered":"<pre>\n                     HEALTHSOUTH Rehabilitation Corporation\n\n                                       TO\n\n                            PNC Bank, Kentucky, Inc.\n                              --------------------\n\n                                    Trustee\n\n\n\n\n\n                                   Indenture\n\n                           Dated as of March 24, 1994\n\n\n\n\n                                  $115,000,000\n\n\n\n\n                5% Convertible Subordinated Debentures due 2001\n\n\n\n\n\n\n\n\n\n\n         Certain Sections of this Indenture relating to\n                 Sections 310 through 318 of the\n                          Trust Indenture Act of 1939:\n\n\nTrust Indenture                                 Indenture\n  Act Section                                    Section\n\nSection 310(a)(1)     . . . . . . . . . . . . . . .    609\n           (a)(2)     . . . . . . . . . . . . . . .    609\n           (a)(3)     . . . . . . . . . . . . . . .    Not Applicable\n           (a)(4)     . . . . . . . . . . . . . . .    Not Applicable\n           (a)(5)     . . . . . . . . . . . . . . .    609\n           (b)        . . . . . . . . . . . . . . .    608; 610\n           (c)        . . . . . . . . . . . . . . .    Not Applicable\nSection 311(a)        . . . . . . . . . . . . . . .    613\n           (b)        . . . . . . . . . . . . . . .    613\n           (c)        . . . . . . . . . . . . . . .    Not Applicable\nSection 312(a)        . . . . . . . . . . . . . . .    701; 702(a)\n           (b)        . . . . . . . . . . . . . . .    702(b)\n           (c)        . . . . . . . . . . . . . . .    702(c)\nSection 313(a)        . . . . . . . . . . . . . . .    703(a)\n           (b)        . . . . . . . . . . . . . . .    703(a)\n           (c)        . . . . . . . . . . . . . . .    703(a)\n           (d)        . . . . . . . . . . . . . . .    703(b)\n        314(a)        . . . . . . . . . . . . . . .    704\n           (a)(4)     . . . . . . . . . . . . . . .    101; 1004\n           (b)        . . . . . . . . . . . . . . .    Not Applicable\n           (c)(1)     . . . . . . . . . . . . . . .    102\n           (c)(2)     . . . . . . . . . . . . . . .    102\n           (c)(3)     . . . . . . . . . . . . . . .    Not Applicable\n           (d)        . . . . . . . . . . . . . . .    Not Applicable\n           (e)        . . . . . . . . . . . . . . .    102\nSection 315(a)        . . . . . . . . . . . . . . .    601\n           (b)        . . . . . . . . . . . . . . .    602\n           (c)        . . . . . . . . . . . . . . .    601\n           (d)        . . . . . . . . . . . . . . .    601\n           (e)        . . . . . . . . . . . . . . .    514\nSection 316(a)(last sentence) . . . . . . . . . . .    101\n           (a)(1)(A). . . . . . . . . . . . . . . .    502; 512\n           (a)(1)(B). . . . . . . . . . . . . . . .    513\n           (a)(2)     . . . . . . . . . . . . . . .    Not Applicable\n           (b)        . . . . . . . . . . . . . . .    508\n           (c)        . . . . . . . . . . . . . . .    104(c)\nSection 317(a)(l)     . . . . . . . . . . . . . . .    505\n           (a)(2)     . . . . . . . . . . . . . . .    504\n           (b)        . . . . . . . . . . . . . . .    1003\nSection 318(a)        . . . . . . . . . . . . . . .    107\n\n\n- --------------------\n     Note:  This reconciliation and tie shall not, for any\npurpose, be deemed to be a part of the Indenture.\n\n\n\n\n                               TABLE OF CONTENTS\n\n                                                                            Page\n\nParties . . . . . . . . . . . . . . . . . . . . . . .          1\nRecitals of the Company . . . . . . . . . . . . . . .          1\n\n\n                                  ARTICLE ONE\n\n                        Definitions and Other Provisions\n\n                             of General Application\n\n     SECTION 101.   Definitions . . . . . . . . . . . . . . .  1\n          \"Act\" . . . . . . . . . . . . . . . . . . . . . . .  2\n          \"Affiliate\" . . . . . . . . . . . . . . . . . . . .  2\n          \"Authenticating Agent\". . . . . . . . . . . . . . .  2\n          \"Bank Debt\" . . . . . . . . . . . . . . . . . . . .  2\n          \"Board of Directors\". . . . . . . . . . . . . . . .  2\n          \"Board Resolution\". . . . . . . . . . . . . . . . .  2\n          \"Business Day\". . . . . . . . . . . . . . . . . . .  2\n          \"Capital Stock\" . . . . . . . . . . . . . . . . . .  3\n          \"Change of Control\" . . . . . . . . . . . . . . . .  3\n          \"Closing Price\" . . . . . . . . . . . . . . . . . .  3\n          \"Commission\". . . . . . . . . . . . . . . . . . . .  3\n          \"Common Equity\" . . . . . . . . . . . . . . . . . .  3\n          \"Common Stock\". . . . . . . . . . . . . . . . . . .  3\n          \"Company\" . . . . . . . . . . . . . . . . . . . . .  3\n          \"Company Request\" or \"Company Order\". . . . . . . .  4\n          \"Corporate Trust Office\". . . . . . . . . . . . . .  4\n          \"Corporation\" . . . . . . . . . . . . . . . . . . .  4\n          \"Credit Agreements\" . . . . . . . . . . . . . . . .  4\n          \"Current Market Price\". . . . . . . . . . . . . . .  4\n          \"Defaulted Interest\". . . . . . . . . . . . . . . .  4\n          \"Designated Senior Indebtedness\". . . . . . . . . .  4\n          \"Event of Default\". . . . . . . . . . . . . . . . .  4\n          \"Exchange Act\". . . . . . . . . . . . . . . . . . .  4\n          \"Holder\". . . . . . . . . . . . . . . . . . . . . .  4\n          \"Indenture\" . . . . . . . . . . . . . . . . . . . .  5\n          \"Interest Payment Date\" . . . . . . . . . . . . . .  5\n          \"Maturity\". . . . . . . . . . . . . . . . . . . . .  5\n          \"NASDAQ\" and \"NASDAQ\/NMS\" . . . . . . . . . . . . .  5\n          \"Officers' Certificate\" . . . . . . . . . . . . . .  5\n          \"Opinion of Counsel\". . . . . . . . . . . . . . . .  5\n          \"Outstanding\" . . . . . . . . . . . . . . . . . . .  5\n          \"Paying Agent\". . . . . . . . . . . . . . . . . . .  6\n          \"Person\". . . . . . . . . . . . . . . . . . . . . .  6\n          \"Predecessor Security\". . . . . . . . . . . . . . .  6\n          \"Proceeding\". . . . . . . . . . . . . . . . . . . .  6\n          \"Redemption Date\" . . . . . . . . . . . . . . . . .  6\n          \"Redemption Price\". . . . . . . . . . . . . . . . .  6\n          \"Regular Record Date\" . . . . . . . . . . . . . . .  7\n          \"Repurchase Date\" . . . . . . . . . . . . . . . . .  7\n          \"Repurchase Event\". . . . . . . . . . . . . . . . .  7\n          \"Repurchase Price\". . . . . . . . . . . . . . . . .  7\n          \"Securities Payment\". . . . . . . . . . . . . . . .  7\n          \"Security Register\" and \"Security Registrar\". . . .  7\n          \"Senior Indebtedness\" . . . . . . . . . . . . . . .  7\n          \"Significant Subsidiary\". . . . . . . . . . . . . .  7\n          \"Special Record Date\" . . . . . . . . . . . . . . .  7\n          \"Stated Maturity\" . . . . . . . . . . . . . . . . .  7\n          \"Subordinated Obligations\". . . . . . . . . . . . .  7\n          \"Subsidiary\". . . . . . . . . . . . . . . . . . . .  8\n          \"Trading Day\" . . . . . . . . . . . . . . . . . . .  8\n          \"Trustee\" . . . . . . . . . . . . . . . . . . . . .  8\n          \"Trust Indenture Act\" . . . . . . . . . . . . . . .  8\n          \"Vice President\". . . . . . . . . . . . . . . . . .  8\n\n     SECTION 102.   Compliance Certificates and Opinions. . .  8\n\n     SECTION 103.   Form of Documents Delivered to Trustee. .  9\n\n     SECTION 104.   Acts of Holders; Record Dates . . . . . . 10\n\n     SECTION 105.   Notices, Etc., to Trustee and Company . . 11\n\n     SECTION 106.   Notice to Holders; Waiver . . . . . . . . 11\n\n     SECTION 107.   Conflict with Trust Indenture Act . . . . 12\n\n     SECTION 108.   Effect of Headings and Table of\n                    Contents. . . . . . . . . . . . . . . . . 12\n\n     SECTION 109.   Successors and Assigns. . . . . . . . . . 12\n\n     SECTION 110.   Separability Clause . . . . . . . . . . . 12\n\n     SECTION 111.   Benefits of Indenture . . . . . . . . . . 12\n\n     SECTION 112.   Governing Law . . . . . . . . . . . . . . 12\n\n     SECTION 113.   Legal Holidays. . . . . . . . . . . . . . 13\n\n                                  ARTICLE TWO\n\n                                 Security Forms\n\n     SECTION 201.   Forms Generally . . . . . . . . . . . . . 13\n\n     SECTION 202.   Form of Face of Security. . . . . . . . . 14\n\n     SECTION 203.   Form of Reverse of Security . . . . . . . 15\n\n     SECTION 204.   Form of Trustee's Certificate of\n                    Authentication. . . . . . . . . . . . . . 20\n\n     SECTION 205.   Form of Conversion Notice . . . . . . . . 20\n\n                                 ARTICLE THREE\n\n                                 The Securities\n\n     SECTION 301.   Title and Terms . . . . . . . . . . . . . 21\n\n     SECTION 302.   Denominations . . . . . . . . . . . . . . 22\n\n     SECTION 303.   Execution, Authentication, Delivery and\n                    Dating. . . . . . . . . . . . . . . . . . 22\n\n     SECTION 304.   Temporary Securities. . . . . . . . . . . 22\n\n     SECTION 305.   Registration, Registration of Transfer\n                    and Exchange. . . . . . . . . . . . . . . 23\n\n     SECTION 306.   Mutilated, Destroyed, Lost and Stolen\n                    Securities. . . . . . . . . . . . . . . . 24\n\n     SECTION 307.   Payment of Interest; Interest Rights\n                    Preserved . . . . . . . . . . . . . . . . 25\n\n     SECTION 308.   Persons Deemed Owners . . . . . . . . . . 27\n\n     SECTION 309.   Cancellation. . . . . . . . . . . . . . . 27\n\n     SECTION 310.   Computation of Interest . . . . . . . . . 27\n\n                                  ARTICLE FOUR\n\n                           Satisfaction and Discharge\n\n     SECTION 401.   Satisfaction and Discharge of\n                    Indenture . . . . . . . . . . . . . . . . 28\n\n     SECTION 402.   Application of Trust Money. . . . . . . . 29\n\n                                  ARTICLE FIVE\n\n                                    Remedies\n\n     SECTION 501.   Events of Default . . . . . . . . . . . . 29\n\n     SECTION 502.   Acceleration of Maturity; Rescission\n                    and Annulment.. . . . . . . . . . . . . . 32\n\n     SECTION 503.   Collection of Indebtedness and Suits\n                    for Enforcement by Trustee. . . . . . . . 33\n\n     SECTION 504.   Trustee May File Proofs of Claim. . . . . 33\n\n     SECTION 505.   Trustee May Enforce Claims Without\n                    Possession of Securities. . . . . . . . . 34\n\n     SECTION 506.   Application of Money Collected. . . . . . 34\n\n     SECTION 507.   Limitation on Suits . . . . . . . . . . . 35\n\n     SECTION 508.   Unconditional Right of Holders to\n                    Receive Principal, Premium and Interest\n                    and to Convert. . . . . . . . . . . . . . 35\n\n     SECTION 509.   Restoration of Rights and Remedies. . . . 36\n\n     SECTION 510.   Rights and Remedies Cumulative. . . . . . 36\n\n     SECTION 511.   Delay or Omission Not Waiver. . . . . . . 36\n\n     SECTION 512.   Control by Holders. . . . . . . . . . . . 37\n\n     SECTION 513.   Waiver of Past Defaults . . . . . . . . . 37\n\n     SECTION 514.   Undertaking for Costs . . . . . . . . . . 37\n\n     SECTION 515.   Waiver of Stay or Extension Laws. . . . . 38\n\n                                  ARTICLE SIX\n\n                                  The Trustee\n\n     SECTION 601.   Certain Duties and Responsibilities . . . 38\n\n     SECTION 602.   Notice of Defaults. . . . . . . . . . . . 38\n\n     SECTION 603.   Certain Rights of Trustee . . . . . . . . 39\n\n     SECTION 604.   Not Responsible for Recitals or\n                    Issuance of Securities. . . . . . . . . . 40\n\n     SECTION 605.   May Hold Securities . . . . . . . . . . . 40\n\n     SECTION 606.   Money Held in Trust . . . . . . . . . . . 40\n\n     SECTION 607.   Compensation and Reimbursement. . . . . . 40\n\n     SECTION 608.   Disqualification; Conflicting\n                    Interests . . . . . . . . . . . . . . . . 41\n\n     SECTION 609.   Corporate Trustee Required;\n                    Eligibility . . . . . . . . . . . . . . . 41\n\n     SECTION 610.   Resignation and Removal; Appointment of\n                    Successor . . . . . . . . . . . . . . . . 42\n\n     SECTION 611.   Acceptance of Appointment by Successor. . 43\n\n     SECTION 612.   Merger, Conversion, Consolidation or\n                    Succession to Business. . . . . . . . . . 43\n\n     SECTION 613.   Preferential Collection of Claims\n                    Against Company . . . . . . . . . . . . . 44\n\n     SECTION 614.   Appointment of Authenticating Agent.. . . 44\n\n                                 ARTICLE SEVEN\n\n        Holders' Lists and Reports by Trustee and Company\n\n     SECTION 701.   Company to Furnish Trustee Names and\n                    Addresses of Holders. . . . . . . . . . . 46\n\n     SECTION 702.   Preservation of Information;\n                    Communications to Holders . . . . . . . . 46\n\n     SECTION 703.   Reports by Trustee. . . . . . . . . . . . 47\n\n     SECTION 704.   Reports by Company. . . . . . . . . . . . 47\n\n                                 ARTICLE EIGHT\n\n     Consolidation, Merger, Conveyance, Transfer or Lease\n\n     SECTION 801.   Company May Consolidate, Etc., Only on\n                    Certain Terms . . . . . . . . . . . . . . 48\n\n     SECTION 802.   Successor Substituted . . . . . . . . . . 49\n\n                                  ARTICLE NINE\n\n                            Supplemental Indentures\n\n     SECTION 901.   Supplemental Indentures Without Consent\n                    of Holders. . . . . . . . . . . . . . . . 49\n\n     SECTION 902.   Supplemental Indentures With Consent of\n                    Holders . . . . . . . . . . . . . . . . . 50\n\n     SECTION 903.   Execution of Supplemental Indentures. . . 51\n\n     SECTION 904.   Effect of Supplemental Indentures . . . . 51\n\n     SECTION 905.   Conformity with Trust Indenture Act . . . 51\n\n     SECTION 906.   Reference in Securities to Supplemental\n                    Indentures. . . . . . . . . . . . . . . . 51\n\n                                  ARTICLE TEN\n\n                                   Covenants\n\n     SECTION 1001.  Payment of Principal, Premium and\n                    Interest. . . . . . . . . . . . . . . . . 52\n\n     SECTION 1002.  Maintenance of Office or Agency . . . . . 52\n\n     SECTION 1003.  Money for Security to Be Held in Trust. . 53\n\n     SECTION 1004.  Statement by Officers as to Default . . . 54\n\n     SECTION 1005.  Existence . . . . . . . . . . . . . . . . 54\n\n     SECTION 1006.  Maintenance of Properties . . . . . . . . 54\n\n     SECTION 1007.  Payment of Taxes and Other Claims . . . . 54\n\n     SECTION 1008.  Usury Laws. . . . . . . . . . . . . . . . 55\n                                 ARTICLE ELEVEN\n\n                            Redemption of Securities\n\n     SECTION 1101.  Right of Redemption . . . . . . . . . . . 55\n\n     SECTION 1102.  Applicability of Article. . . . . . . . . 55\n\n     SECTION 1103.  Election to Redeem; Notice to Trustee.. . 55\n\n     SECTION 1104.  Selection by Trustee of Securities to\n                    Be Redeemed . . . . . . . . . . . . . . . 56\n\n     SECTION 1105.  Notice of Redemption. . . . . . . . . . . 56\n\n     SECTION 1106.  Deposit of Redemption Price . . . . . . . 57\n\n     SECTION 1107.  Securities Payable on Redemption Date . . 57\n\n     SECTION 1108.  Securities Redeemed in Part . . . . . . . 58\n\n                                 ARTICLE TWELVE\n\n                          Subordination of Securities\n\n     SECTION 1201.  Securities Subordinate to Senior\n                    Indebtedness. . . . . . . . . . . . . . . 58\n\n     SECTION 1202.  Payment Over of Proceeds Upon\n                    Dissolution, Etc. . . . . . . . . . . . . 59\n\n     SECTION 1203.  Prior Payment to Senior Indebtedness\n                    Upon Acceleration of Securities . . . . . 60\n\n     SECTION 1204.  No Payment in Certain Circumstances . . . 61\n\n     SECTION 1205.  Payment Permitted If No Default . . . . . 62\n\n     SECTION 1206.  Subrogation to Rights of Holders of\n                    Senior Indebtedness . . . . . . . . . . . 62\n\n     SECTION 1207.  Provisions Solely to Define Relative\n                    Rights. . . . . . . . . . . . . . . . . . 63\n\n     SECTION 1208.  Trustee to Effectuate Subordination and\n                    Payment Provisions. . . . . . . . . . . . 63\n\n     SECTION 1209.  No Waiver of Subordination Provisions . . 63\n\n     SECTION 1210.  Notice to Trustee . . . . . . . . . . . . 64\n\n     SECTION 1211.  Reliance on Judicial Order or\n                    Certificate of Liquidating Agent. . . . . 65\n\n     SECTION 1212.  Trustee Not Fiduciary for Holders of\n                    Senior Indebtedness . . . . . . . . . . . 65\n\n     SECTION 1213.  Rights of Trustee as Holder of Senior\n                    Indebtedness; Preservation of Trustee's\n                    Rights. . . . . . . . . . . . . . . . . . 65\n\n     SECTION 1214.  Article Applicable to Paying Agents . . . 66\n\n     SECTION 1215.  Certain Conversions Deemed Payment. . . . 66\n\n                                ARTICLE THIRTEEN\n\n                            Conversion of Securities\n\n     SECTION 1301.  Conversion Privilege and Conversion\n                    Price . . . . . . . . . . . . . . . . . . 66\n\n     SECTION 1302.  Exercise of Conversion Privilege. . . . . 67\n\n     SECTION 1303.  Fractions of Shares . . . . . . . . . . . 68\n\n     SECTION 1304.  Adjustment of Conversion Price. . . . . . 68\n\n     SECTION 1305.  Notice of Adjustments of Conversion\n                    Price . . . . . . . . . . . . . . . . . . 73\n\n     SECTION 1306.  Notice of Certain Corporate Action. . . . 74\n\n     SECTION 1307.  Company to Reserve Common Stock . . . . . 75\n\n     SECTION 1308.  Taxes on Conversions. . . . . . . . . . . 75\n\n     SECTION 1309.  Covenant as to Common Stock . . . . . . . 75\n\n     SECTION 1310.  Cancellation of Converted Securities. . . 75\n\n     SECTION 1311.  Provisions in Case of Consolidation,\n                    Merger or Sale of Assets. . . . . . . . . 75\n\n     SECTION 1312.  Trustee's Disclaimer. . . . . . . . . . . 76\n\n                                ARTICLE FOURTEEN\n\n          Repurchase of Securities at the Option of the\n\n                         Holder Upon a Repurchase Event\n\n     SECTION 1401.  Right to Require Repurchase . . . . . . . 77\n\n     SECTION 1402.  Notices; Method of Exercising\n                    Repurchase Right, Etc.. . . . . . . . . . 77\n\n     SECTION 1403.  \"Change of Control\" and \"Repurchase\n                    Event\" Defined. . . . . . . . . . . . . . 79\n\n\n\n\n\n\n     INDENTURE,  dated as of March 24, 1994, between HEALTHSOUTH  Rehabilitation\nCorporation,  a corporation  duly  organized and existing  under the laws of the\nState of Delaware (herein called the \"Company\"),  having its principal office at\nTwo Perimeter Park South,  Birmingham,  Alabama 35243,  and PNC Bank,  Kentucky,\nInc., a state banking  corporation duly organized and existing under the laws of\nthe Commonwealth of Kentucky,  as Trustee (herein called the \"Trustee\"),  having\nits principal office at 500 West Jefferson Street, Louisville, Kentucky 40296.\n\n\n                            RECITALS OF THE COMPANY\n\n     The  Company  has  duly  authorized  the  creation  of an  issue  of its 5%\nConvertible Subordinated Debentures due 2001 (herein called the \"Securities\") of\nsubstantially  the  tenor and  amount  hereinafter  set  forth,  and to  provide\ntherefor  the Company has duly  authorized  the  execution  and delivery of this\nIndenture.\n\n     All things  necessary to make the Securities,  when executed by the Company\nand  authenticated and delivered  hereunder and duly issued by the Company,  the\nvalid  obligations of the Company,  and to make this Indenture a valid agreement\nof the Company, in accordance with their and its terms, have been done.\n\n     NOW, THEREFORE, THIS INDENTURE, WITNESSETH:\n\n     For and in consideration of the premises and the purchase of the Securities\nby the Holders thereof,  it is mutually agreed,  for the equal and proportionate\nbenefit of all Holders of the Securities, as follows:\n\n\n\n                                  ARTICLE ONE\n\n                        Definitions and Other Provisions\n                             of General Application\n\nSECTION 101.   Definitions.\n\n     For all purposes of this Indenture,  except as otherwise expressly provided\nor unless the context otherwise requires:\n\n          (1) the terms  defined in this Article  have the meanings  assigned to\n     them in this Article and include the plural as well as the singular;\n\n          (2) all  other  terms  used  herein  which  are  defined  in the Trust\n     Indenture Act, either directly or by reference  therein,  have the meanings\n     assigned to them therein;\n\n          (3) all  accounting  terms  not  otherwise  defined  herein  have  the\n     meanings assigned to them in accordance with generally accepted  accounting\n     principles,  and, except as otherwise herein expressly  provided,  the term\n     \"generally accepted accounting  principles\" with respect to any computation\n     required or permitted  hereunder shall mean such  accounting  principles as\n     are generally accepted at the date of such computation; and\n\n          (4) the words  \"herein\",  \"hereof\" and  \"hereunder\" and other words of\n     similar import refer to this Indenture as a whole and not to any particular\n     Article, Section or other subdivision.\n\n     \"Act\",  when used with respect to any Holder,  has the meaning specified in\nSection 104.\n\n     \"Affiliate\"  of any  specified  Person means any other  Person  directly or\nindirectly  controlling  or  controlled  by or under  direct or indirect  common\ncontrol  with  such  specified  Person.  For the  purposes  of this  definition,\n\"control\"  when used with  respect to any  specified  Person  means the power to\ndirect the  management  and  policies of such  Person,  directly or  indirectly,\nwhether  through the ownership of voting  securities,  by contract or otherwise;\nand the terms  \"controlling\" and \"controlled\"  have meanings  correlative to the\nforegoing.\n\n     \"Authenticating  Agent\" means any Person authorized by the Trustee pursuant\nto Section 614 to act on behalf of the Trustee to authenticate Securities.\n\n     \"Bank Debt\" means all obligations of the Company and its Subsidiaries,  now\nor hereafter  existing under (i) the Credit  Agreements,  whether for principal,\ninterest, reimbursement of amounts drawn under letters of credit issued pursuant\nthereto, guarantees in respect thereof, fees, expenses, premiums, indemnities or\notherwise,  and (ii) any Indebtedness  incurred by the Company to extend, refund\nor  refinance,  in whole or in part,  the Bank Debt,  including any interest and\npremium on any such Indebtedness.\n\n     \"Board of Directors\"  means either the board of directors of the Company or\nany duly authorized committee of that board.\n\n     \"Board Resolution\" means a copy of a resolution  certified by the Secretary\nor an Assistant  Secretary of the Company to have been duly adopted by the Board\nof  Directors  and  to be  in  full  force  and  effect  on  the  date  of  such\ncertification, and delivered to the Trustee.\n\n     \"Business Day\" means each Monday, Tuesday,  Wednesday,  Thursday and Friday\nwhich is not a day on which banking  institutions in The City of New York or the\ncity in which the Corporate  Trust Office is located are authorized or obligated\nby law or executive order to close.\n\n     \"Capital Stock\" of any Person means any and all shares, rights to purchase,\nwarrants or options (whether or not currently exercisable); and participation or\nother  equivalents of or interest in (however  designated) the equity (including\nwithout  limitation  common stock,  preferred  stock and  partnership  and joint\nventure  interests)  of such  Person  (excluding  any debt  securities  that are\nconvertible into, or exchangeable for, such equity).\n\n     \"Change of Control\" shall have the meaning specified in\nSection 1403.\n\n     \"Closing Price\" has the meaning specified in Section\n1304(h).\n\n     \"Commission\" means the Securities and Exchange Commission,  as from time to\ntime  constituted,  created under the Exchange Act, or, if at any time after the\nexecution of this  instrument such Commission is not existing and performing the\nduties  now  assigned  to it  under  the  Trust  Indenture  Act,  then  the body\nperforming such duties at such time.\n\n     \"Common  Equity\" of any Person means all Capital  Stock of such Person that\nis generally entitled to (i) vote in the election of directors of such Person or\n(ii) if such Person is not a corporation,  vote or otherwise  participate in the\nselection of the governing body, partners,  managers or others that will control\nthe management and policies of such Person.\n\n     \"Common Stock\"  includes any stock of any class of the Company which has no\npreference  in respect of  dividends  or of amounts  payable in the event of any\nvoluntary or involuntary  liquidation,  dissolution or winding-up of the Company\nand which is not subject to redemption by the Company.  However,  subject to the\nprovisions of Section 1311,  shares  issuable on conversion of Securities  shall\ninclude  only shares of the class  designated  as Common Stock of the Company at\nthe date of this instrument or shares of any class or classes resulting from any\nreclassification  or  reclassifications  thereof and which have no preference in\nrespect of  dividends  or of amounts  payable in the event of any  voluntary  or\ninvoluntary liquidation,  dissolution or winding-up of the Company and which are\nnot subject to  redemption  by the Company;  provided  that if at any time there\nshall be more than one such resulting  class, the shares of each such class then\nso issuable shall be  substantially  in the proportion which the total number of\nshares of such  class  resulting  from all such  reclassifications  bears to the\ntotal   number  of  shares  of  all  such  classes   resulting   from  all  such\nreclassifications.\n\n     \"Company\" means the Person named as the \"Company\" in the first paragraph of\nthis instrument  until a successor Person shall have become such pursuant to the\napplicable  provisions of this  Indenture,  and thereafter  \"Company\" shall mean\nsuch successor Person.\n\n     \"Company Request\" or \"Company Order\" means, respectively, a written request\nor order  signed in the name of the Company by its  Chairman  of the Board,  its\nVice  Chairman  of the Board,  its  President  or a Vice  President,  and by its\nTreasurer, an Assistant Treasurer,  its Secretary or an Assistant Secretary, and\ndelivered to the Trustee.\n\n     \"Corporate  Trust Office\" means the principal  office of the Trustee in the\ncity at which at any  particular  time its  corporate  trust  business  shall be\nadministered.  As of the date hereof,  the Corporate Trust Office of the Trustee\nis located at 500 West Jefferson Street, Louisville, Kentucky 40296.\n\n     \"Corporation\" means a corporation, association, company,\njoint-stock company or business trust.\n\n     \"Credit  Agreements\"  means  the two  Credit  Agreements,  one  dated as of\nNovember 20, 1992 and the other dated as of December  30,  1993,  by and between\nthe Company,  NationsBank of North Carolina, National Association, as Agent, and\nthe lenders  signatories  thereto,  together with the related documents thereto,\nincluding,  without  limitation,  any  security  documents  and all exhibits and\nschedules  thereto and any  agreement or agreements  relating to any  extension,\nrefunding,  refinancing,  successor or replacement facility, whether or not with\nthe same lender, and whether or not the principal amount or amount of letters of\ncredit  outstanding  thereunder or the interest rate payable in respect  thereof\nshall be thereby  increased,  in each case as amended and in effect from time to\ntime.\n\n     \"Current Market Price\" has the meaning specified in Section\n1304(h).\n\n     \"Defaulted Interest\" has the meaning specified in Section\n307.\n\n     \"Designated Senior Indebtedness\" means (i) the Bank Debt, without regard to\nthe amounts outstanding  thereunder,  and (ii) any Senior Indebtedness which, at\nthe time of determination,  has an aggregate  principal amount outstanding of at\nleast $20 million and is  specifically  designated in the instrument  evidencing\nsuch Senior Indebtedness as \"Designated Senior Indebtedness\" by the Company.\n\n     \"Event of Default\" has the meaning specified in Section\n501.\n\n     \"Exchange Act\" means the Securities Exchange Act of 1934,\nas amended.\n\n     \"Holder\" means a Person in whose name a Security is\nregistered in the Security Register.\n\n     \"Indenture\" means this instrument as originally  executed or as it may from\ntime to time be supplemented  or amended by one or more indentures  supplemental\nhereto entered into pursuant to the applicable provisions hereof, including, for\nall  purposes  of this  instrument  and any  such  supplemental  indenture,  the\nprovisions of the Trust Indenture Act that are deemed to be a part of and govern\nthis instrument and any such supplemental indenture, respectively.\n\n     \"Interest Payment Date\" means the Stated Maturity of an\ninstallment of interest on the Securities.\n\n     \"Maturity\", when used with respect to any Security, means the date on which\nthe  principal  of such  Security  becomes  due and payable as therein or herein\nprovided, whether at the Stated Maturity or by declaration of acceleration, call\nfor redemption or otherwise.\n\n     \"NASDAQ\" and \"NASDAQ\/NMS\" have the meanings specified in\nSection 1304(h).\n\n     \"Officers'  Certificate\"  means a certificate signed by the Chairman of the\nBoard, a Vice Chairman of the Board,  the President or a Vice President,  and by\nthe Treasurer, an Assistant Treasurer,  the Secretary or an Assistant Secretary,\nof the Company,  and  delivered to the Trustee.  One of the officers  signing an\nOfficers'  Certificate  given  pursuant to Section  1004 shall be the  principal\nexecutive, financial or accounting officer of the Company.\n\n     \"Opinion of Counsel\" means a written opinion of counsel, who may be counsel\nfor the Company, and who shall be acceptable to the Trustee.\n\n     \"Outstanding\",  when used with respect to Securities, means, as of the date\nof determination,  all Securities theretofore  authenticated and delivered under\nthis Indenture, except:\n\n          (i)  Securities theretofore cancelled by the\n     Trustee or delivered to the Trustee for cancellation;\n\n          (ii) Securities for whose payment or redemption money in the necessary\n     amount has been theretofore  deposited with the Trustee or any Paying Agent\n     (other than the Company) in trust or set aside and  segregated  in trust by\n     the  Company  (if the  Company  shall act as its own Paying  Agent) for the\n     Holders of such  Securities;  provided  that, if such  Securities are to be\n     redeemed,  notice of such  redemption  has been duly given pursuant to this\n     Indenture or provision therefor  satisfactory to the Trustee has been made;\n     and\n\n              (iii)  Securities  which have been paid pursuant to Section 306 or\n     in  exchange  for  or  in  lieu  of  which  other   Securities   have  been\n     authenticated and delivered pursuant to this Indenture, other than any such\n     Securities  in respect of which  there  shall  have been  presented  to the\n     Trustee proof  satisfactory  to it that such  Securities are held by a bona\n     fide purchaser in whose hands such Securities are valid  obligations of the\n     Company;\n\nprovided,  however,  that in  determining  whether the Holders of the  requisite\nprincipal amount of the Outstanding  Securities have given any request,  demand,\nauthorization,  direction, notice, consent or waiver hereunder, Securities owned\nby the Company or any other obligor upon the  Securities or any Affiliate of the\nCompany  or of such  other  obligor  shall be  disregarded  and deemed not to be\nOutstanding,  except that, in determining whether the Trustee shall be protected\nin relying upon any such  request,  demand,  authorization,  direction,  notice,\nconsent or waiver,  only Securities which the Trustee knows to be so owned shall\nbe so disregarded. Securities so owned which have been pledged in good faith may\nbe regarded as Outstanding if the pledgee establishes to the satisfaction of the\nTrustee the pledgee's  right so to act with respect to such  Securities and that\nthe pledgee is not the Company or any other  obligor upon the  Securities or any\nAffiliate of the Company or of such other obligor.\n\n     \"Paying  Agent\"  means any  Person  authorized  by the  Company  to pay the\nprincipal of (and  premium,  if any) or interest on any  Securities on behalf of\nthe Company.\n\n     \"Person\" means any  individual,  corporation,  partnership,  joint venture,\ntrust,  unincorporated  organization  or  government  or any agency or political\nsubdivision thereof.\n\n     \"Predecessor  Security\" of any  particular  Security  means every  previous\nSecurity  evidencing all or a portion of the same debt as that evidenced by such\nparticular  Security;  and,  for the purposes of this  definition,  any Security\nauthenticated  and  delivered  under Section 306 in exchange for or in lieu of a\nmutilated,  destroyed,  lost or stolen  Security shall be deemed to evidence the\nsame debt as the mutilated, destroyed, lost or stolen Security.\n\n     \"Proceeding\" has the meaning specified in Section 1202.\n\n     \"Redemption  Date\",  when used with respect to any Security to be redeemed,\nmeans the date fixed for such  redemption  by or pursuant to this  Indenture and\nincludes any Repurchase Date as defined in Section 1401.\n\n     \"Redemption  Price\", when used with respect to any Security to be redeemed,\nmeans the price at which it is to be redeemed pursuant to this Indenture.\n\n     \"Regular Record Date\" for the interest payable on any Interest Payment Date\nmeans the March 15 or September 15 (whether or not a Business  Day), as the case\nmay be, next preceding such Interest Payment Date.\n\n     \"Repurchase Date\" has the meaning specified in Section\n1401.\n\n     \"Repurchase Event\" has the meaning specified in Section\n1403(d).\n\n     \"Repurchase Price\" has the meaning specified in Section\n1401.\n\n     \"Securities Payment\" has the meaning specified in Section\n1202.\n\n     \"Security  Register\" and \"Security  Registrar\" have the respective meanings\nspecified in Section 305.\n\n     \"Senior   Indebtedness\"  means  all  indebtedness,   liabilities  or  other\nobligations of the Company,  other than the Securities,  whether existing on the\ndate of execution of this Indenture or thereafter created,  incurred or assumed,\nexcept any such other  indebtedness,  liabilities or other  obligations  that by\ntheir terms or by operation of law are  subordinated  to, or  subordinated  on a\nparity with, the Securities.\n\n     \"Significant  Subsidiary\"  means a Subsidiary  of the Company  which at the\ntime of determination  either (i) had tangible assets which, as of the Company's\nmost recent  quarterly  consolidated  balance sheet,  constituted at least 5% of\nConsolidated  Tangible  Assets as of such  date,  or (ii) had  revenues  for the\n12-month  period  ending on the date of the most recent  quarterly  consolidated\nstatement  of  income  which  constituted  at  least 5] of the  Company's  total\nconsolidated revenues for such period.\n\n     \"Special  Record Date\" for the payment of any  Defaulted  Interest  means a\ndate fixed by the Trustee pursuant to Section 307.\n\n     \"Stated  Maturity\",   when  used  with  respect  to  any  Security  or  any\ninstallment  of interest  thereon,  means the date specified in such Security as\nthe fixed date on which the  principal of such Security or such  installment  of\ninterest is due and payable.\n\n     \"Subordinated  Obligations\"  means any principal of,  premium,  if any, and\ninterest on the  Securities  payable  pursuant to the terms of the Securities or\nupon acceleration, including any amounts received upon the exercise of rights of\nrescission  or  other  rights  of  action  (including  claims  for  damages)  or\notherwise,  to the extent  relating to the purchase  price of the  Securities or\namounts  corresponding  to such principal,  premium,  if any, or interest on the\nSecurities.\n\n     \"Subsidiary\" of any Person means (i) any corporation of which Common Equity\nhaving  ordinary  voting  power to elect a  majority  of the  directors  of such\ncorporation  is owned by such  Person  directly  or  through  one or more  other\nsubsidiaries  of such  Person and (ii) any entity  other than a  corporation  in\nwhich  such  Person,  directly  or  indirectly,  owns at least 50% of the Common\nEquity  of  such  entity  and has the  authority  to  manage  such  entity  on a\nday-to-day basis.\n\n     \"Trading Day\" means each Monday, Tuesday,  Wednesday,  Thursday and Friday,\nother  than  any day on  which  securities  are  not  traded  on the  applicable\nsecurities exchange or in the applicable securities market.\n\n     \"Trustee\" means the Person named as the \"Trustee\" in the first paragraph of\nthis instrument until a successor Trustee shall have become such pursuant to the\napplicable  provisions of this  Indenture,  and thereafter  \"Trustee\" shall mean\nsuch successor Trustee.\n\n     \"Trust  Indenture Act\" means the Trust Indenture Act of 1939 as in force at\nthe date as of which this instrument was executed;  provided,  however,  that in\nthe event the Trust  Indenture  Act of 1939 is amended  after such date,  \"Trust\nIndenture Act\" means, to the extent  required by any such  amendment,  the Trust\nIndenture Act of 1939 as so amended.\n\n     \"Vice  President\",  when used with  respect to the Company or the  Trustee,\nmeans any vice  president,  whether or not  designated  by a number or a word or\nwords added before or after the title \"vice president\".\n\n\nSECTION 102.   Compliance Certificates and Opinions.\n\n     Upon any  application  or request by the Company to the Trustee to take any\naction under any provision of this  Indenture,  the Company shall furnish to the\nTrustee  such  certificates  and  opinions  as may be  required  under the Trust\nIndenture Act. Each such certificate or opinion shall be given in the form of an\nOfficers'  Certificate,  if to be  given by an  officer  of the  Company,  or an\nOpinion  of  Counsel,  if to be given by  counsel,  and  shall  comply  with the\nrequirements of the Trust  Indenture Act and any other  requirement set forth in\nthis Indenture.\n\n     Every certificate or opinion with respect to compliance with a condition or\ncovenant  provided for in this  Indenture  (other than an Officers'  Certificate\nprovided pursuant to Section 1004 hereof) shall include\n\n          (1) a statement  that each  individual  signing  such  certificate  or\n     opinion has read such  covenant or  condition  and the  definitions  herein\n     relating thereto;\n\n          (2) a brief statement as to the nature and scope of the examination or\n     investigation  upon which the  statements  or  opinions  contained  in such\n     certificate or opinion are based;\n\n          (3) a statement that, in the opinion of each such  individual,  he has\n     made such  examination  or  investigation  as is necessary to enable him to\n     express an informed opinion as to whether or not such covenant or condition\n     has been complied with; and\n\n          (4) a statement as to whether, in the opinion of each such individual,\n     such condition or covenant has been complied with.\n\n\nSECTION 103.   Form of Documents Delivered to Trustee.\n\n     In any case where  several  matters  are  required to be  certified  by, or\ncovered by an opinion of, any specified  Person,  it is not  necessary  that all\nsuch  matters  be  certified  by, or covered by the  opinion  of,  only one such\nPerson,  or that they be so certified or covered by only one  document,  but one\nsuch Person may certify or give an opinion  with respect to some matters and one\nor more other such Persons as to other matters,  and any such Person may certify\nor give an opinion as to such matters in one or several documents.\n\n     Any  certificate  or opinion of an  officer  of the  Company  may be based,\ninsofar as it relates to legal  matters,  upon a  certificate  or opinion of, or\nrepresentations  by,  counsel,  unless such officer knows, or in the exercise of\nreasonable care should know, that the certificate or opinion or  representations\nwith respect to the matters upon which his  certificate  or opinion is based are\nerroneous.  Any such certificate or opinion of counsel may be based,  insofar as\nit  relates  to  factual   matters,   upon  a  certificate  or  opinion  of,  or\nrepresentations  by, an officer or  officers  of the  Company  stating  that the\ninformation  with respect to such factual  matters is in the  possession  of the\nCompany, unless such counsel knows, or in the exercise of reasonable care should\nknow,  that the certificate or opinion or  representations  with respect to such\nmatters are erroneous.\n\n     Where  any  Person  is  required  to  make,  give  or  execute  two or more\napplications,  requests, consents,  certificates,  statements, opinions or other\ninstruments  under this Indenture,  they may, but need not, be consolidated  and\nform one instrument.\n\nSECTION 104.   Acts of Holders; Record Dates.\n\n     (a) Any request, demand, authorization,  direction, notice, consent, waiver\nor other action  provided by this  Indenture to be given or taken by Holders may\nbe embodied in and evidenced by one or more instruments of substantially similar\ntenor  signed by such  Holders in person or by agent duly  appointed in writing;\nand, except as herein  otherwise  expressly  provided,  such action shall become\neffective when such  instrument or instruments are delivered to the Trustee and,\nwhere it is hereby  expressly  required,  to the  Company.  Such  instrument  or\ninstruments (and the action embodied  therein and evidenced  thereby) are herein\nsometimes  referred to as the \"Act\" of the Holders  signing such  instrument  or\ninstruments.  Proof  of  execution  of  any  such  instrument  or  of a  writing\nappointing  any such agent shall be sufficient for any purpose of this Indenture\nand (subject to Section 601) conclusive in favor of the Trustee and the Company,\nif made in the manner provided in this Section.\n\n     (b) The fact and date of the execution by any Person of any such instrument\nor writing may be proved by the affidavit of a witness of such execution or by a\ncertificate  of a notary  public  or  other  officer  authorized  by law to take\nacknowledgments of deeds, certifying that the individual signing such instrument\nor writing acknowledged to him the execution thereof. Where such execution is by\na  signer  acting  in a  capacity  other  than  his  individual  capacity,  such\ncertificate  or  affidavit  shall  also  constitute   sufficient  proof  of  his\nauthority. The fact and date of the execution of any such instrument or writing,\nor the  authority of the Person  executing  the same,  may also be proved in any\nother manner which the Trustee deems sufficient.\n\n     (c) The Company may, in the circumstances  permitted by the Trust Indenture\nAct,  by Board  Resolution  fix any day as the  record  date for the  purpose of\ndetermining  the  Holders  entitled  to  give  or  take  any  request,   demand,\nauthorization, direction, notice, consent, waiver or other action, or to vote on\nany action,  authorized or permitted to be given or taken by Holders. If not set\nby the Company prior to the first solicitation of a Holder made by any Person in\nrespect  of any such  action,  or, in the case of any such  vote,  prior to such\nvote,  the record date for any such action or vote shall be the 30th day (or, if\nlater,  the date of the most  recent  list of Holders  required  to be  provided\npursuant to Section 701) prior to such first  solicitation  or vote, as the case\nmay be. With regard to any record date,  only the Holders on such date (or their\nduly  designated  proxies)  shall be entitled  to give or take,  or vote on, the\nrelevant action.\n\n     (d)  The ownership of Securities shall be proved by the\nSecurity Register.\n\n     (e) Any request, demand, authorization,  direction, notice, consent, waiver\nor other Act of the Holder of any Security shall bind every future Holder of the\nsame Security and the Holder of every Security  issued upon the  registration of\ntransfer  thereof  or in  exchange  therefor  or in lieu  thereof  in respect of\nanything  done,  omitted or suffered to be done by the Trustee or the Company in\nreliance  thereon,  whether  or not  notation  of such  action is made upon such\nSecurity.\n\n\nSECTION 105.   Notices, Etc., to Trustee and Company.\n\n     Any request, demand,  authorization,  direction, notice, consent, waiver or\nAct of Holders or other  document  provided or permitted by this Indenture to be\nmade upon, given or furnished to, or filed with,\n\n          (1)  the Trustee by any Holder or by the Company\n     shall be sufficient for every purpose hereunder if\n     made, given, furnished or filed in writing to or with\n     the Trustee at its Corporate Trust Office, Attention:\n     Corporate Trust Administration, or\n\n          (2) the  Company by the Trustee or by any Holder  shall be  sufficient\n     for every purpose hereunder (unless otherwise herein expressly provided) if\n     in  writing  and  mailed,  first-class  postage  prepaid,  to  the  Company\n     addressed  to it at the address of its  principal  office  specified in the\n     first  paragraph  of this  instrument  or at any other  address  previously\n     furnished in writing to the Trustee by the Company.\n\n\nSECTION 106.   Notice to Holders; Waiver.\n\n     Where this  Indenture  provides  for  notice to Holders of any event,  such\nnotice shall be sufficiently given (unless otherwise herein expressly  provided)\nif in writing and mailed,  first-class  postage prepaid, to each Holder affected\nby such event, at such Holder's address as it appears in the Security  Register,\nnot later than the latest date (if any),  and not earlier than the earliest date\n(if any),  prescribed for the giving of such notice. In any case where notice to\nHolders  is given by mail,  neither  the  failure to mail such  notice,  nor any\ndefect in any  notice so  mailed,  to any  particular  Holder  shall  affect the\nsufficiency of such notice with respect to other  Holders.  Where this Indenture\nprovides  for notice in any manner,  such notice may be waived in writing by the\nPerson  entitled to receive such notice,  either before or after the event,  and\nsuch waiver shall be the equivalent of such notice. Waivers of notice by Holders\nshall be filed  with the  Trustee,  but such  filing  shall  not be a  condition\nprecedent to the validity of any action taken in reliance upon such waiver.\n\n     In case by reason of the suspension of regular mail service or by reason of\nany other cause it shall be impracticable to give such notice by mail, then such\nnotification as shall be made with the approval of the Trustee shall  constitute\na sufficient notification for every purpose hereunder.\n\n\nSECTION 107.   Conflict with Trust Indenture Act.\n\n     If any provision hereof limits,  qualifies or conflicts with a provision of\nthe Trust  Indenture  Act that is  required  under  such Act to be a part of and\ngovern this Indenture,  the latter provision shall control.  If any provision of\nthis  Indenture  modifies or excludes any  provision of the Trust  Indenture Act\nthat may be so modified or  excluded,  the latter  provision  shall be deemed to\napply to this Indenture as so modified or to be excluded, as the case may be.\n\n\nSECTION 108.   Effect of Headings and Table of Contents.\n\n     The Article and Section  headings  herein and the Table of Contents are for\nconvenience only and shall not affect the construction hereof.\n\n\nSECTION 109.   Successors and Assigns.\n\n     All  covenants and  agreements in this  Indenture by the Company shall bind\nits successors and assigns, whether so expressed or not.\n\n\nSECTION 110.   Separability Clause.\n\n     In case any  provision  in this  Indenture  or in the  Securities  shall be\ninvalid, illegal or unenforceable,  the validity, legality and enforceability of\nthe remaining provisions shall not in any way be affected or impaired thereby.\n\n\nSECTION 111.   Benefits of Indenture.\n\n     Nothing in this Indenture or in the Securities,  express or implied,  shall\ngive  to any  Person,  other  than  the  parties  hereto  and  their  successors\nhereunder, the holders of Senior Indebtedness and the Holders of Securities, any\nbenefit or any legal or equitable right, remedy or claim under this Indenture.\n\n\nSECTION 112.   Governing Law.\n\n     This  Indenture  and the  Securities  shall be governed by and construed in\naccordance with the laws of the State of New York, without giving effect to such\nState's conflicts of laws principles.\n\n\nSECTION 113.   Legal Holidays.\n\n     In any case  where any  Interest  Payment  Date,  Redemption  Date,  Stated\nMaturity or  Repurchase  Date of any Security or the last date on which a Holder\nhas the right to  convert  his  Securities  shall not be a  Business  Day,  then\n(notwithstanding  any other  provision of this  Indenture or of the  Securities)\npayment of interest or principal  (and  premium,  if any) or  conversion  of the\nSecurities need not be made on such date, but may be made on the next succeeding\nBusiness Day with the same force and effect as if made on the  Interest  Payment\nDate,  Redemption Date,  Repurchase Date, or at the Stated Maturity,  or on such\nlast day for  conversion,  provided that no interest shall accrue for the period\nfrom and after such Interest Payment Date,  Redemption Date,  Repurchase Date or\nStated Maturity, as the case may be.\n\n\n\n                                  ARTICLE TWO\n\n                                 Security Forms\n\n\nSECTION 201.   Forms Generally.\n\n     The  Securities,  the conversion  notice and the Trustee's  certificates of\nauthentication  shall be in  substantially  the forms set forth in this Article,\nwith such appropriate insertions, omissions,  substitutions and other variations\nas are  required or  permitted  by this  Indenture,  and may have such  letters,\nnumbers or other marks of identification and such legends or endorsements placed\nthereon as may be required to comply with the rules of any  securities  exchange\nor as may,  consistently  herewith, be determined by the officers executing such\nSecurities, as evidenced by their execution of the Securities.\n\n     The definitive  Securities  shall be printed,  lithographed  or engraved or\nproduced by any combination of these methods on steel engraved borders or may be\nproduced in any other manner  permitted by the rules of any securities  exchange\non which  the  Securities  may be  listed,  all as  determined  by the  officers\nexecuting such Securities, as evidenced by their execution of such Securities.\n\n\nSECTION 202.   Form of Face of Security.\n\n                     HEALTHSOUTH Rehabilitation Corporation\n\n                 5% Convertible Subordinated Debenture Due 2001\n\n\nNo.                                                    $\n\n     HEALTHSOUTH  Rehabilitation  Corporation,  a corporation duly organized and\nexisting under the laws of Delaware  (herein  called the  \"Company\",  which term\nincludes any successor Person under the Indenture  hereinafter referred to), for\nvalue received, hereby promises to pay to , or registered assigns, the principal\nsum of Dollars on April 1, 2001, and to pay interest  thereon from and including\nthe date of initial  issuance of  Securities  under the  Indenture,  or from and\nincluding the most recent Interest  Payment Date to which interest has been paid\nor duly  provided  for,  semiannually  on April 1 and  October  1 in each  year,\ncommencing  October 1, 1994,  at the rate of 5% per annum,  until the  principal\nhereof is paid or made  available  for  payment.  The  interest so payable,  and\npunctually  paid or duly  provided  for, on any Interest  Payment Date will,  as\nprovided in such  Indenture,  be paid to the Person in whose name this  Security\n(or one or more  Predecessor  Securities) is registered at the close of business\non the  Regular  Record Date for such  interest,  which shall be the March 15 or\nSeptember 15 (whether or not a Business Day), as the case may be, next preceding\nsuch  Interest  Payment Date.  Any such interest not so punctually  paid or duly\nprovided  for will  forthwith  cease to be payable to the Holder on such Regular\nRecord Date and may either be paid to the Person in whose name this Security (or\none or more Predecessor  Securities) is registered at the close of business on a\nSpecial  Record Date for the payment of such  Defaulted  Interest to be fixed by\nthe Trustee,  notice  whereof shall be given to Holders of  Securities  not less\nthan 10 days prior to such Special  Record  Date,  or be paid at any time in any\nother lawful manner not  inconsistent  with the  requirements  of any securities\nexchange on which the Securities  may be listed,  and upon such notice as may be\nrequired by such exchange, all as more fully provided in said Indenture. Payment\nof the principal of (and premium,  if any) and interest on this Security will be\nmade at the office or agency of the Company  maintained  for that purpose in the\nBorough of Manhattan,  The City of New York and in such other cities, if any, as\nthe Company may designate in writing to the Trustee, in such coin or currency of\nthe United  States of  America  as at the time of  payment  is legal  tender for\npayment of public and private debts;  provided,  however,  that at the option of\nthe Company  payment of interest  may be made by check  mailed to the address of\nthe  Person  entitled  thereto  as such  address  shall  appear in the  Security\nRegister.\n\n     Reference  is hereby made to the further  provisions  of this  Security set\nforth on the reverse  hereof,  which further  provisions  shall for all purposes\nhave the same effect as if set forth at this place.\n\n     Unless the  certificate of  authentication  hereon has been executed by the\nTrustee  referred to on the reverse  hereof by manual  signature,  this Security\nshall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or\nobligatory for any purpose.\n\n     IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be duly\nexecuted under its corporate seal.\n\nDated:\n\n\nHEALTHSOUTH Rehabilitation\n  Corporation\n\n\n\nBy\n\n\nAttest:\n\n\n\n\n          Secretary\n\n\nSECTION 203.   Form of Reverse of Security.\n\n     This  Security  is one of a duly  authorized  issue  of  Securities  of the\nCompany  designated  as its 5%  Convertible  Subordinated  Debentures  due  2001\n(herein  called the  \"Securities\"),  limited in  aggregate  principal  amount to\n$115,000,000 (including the underwriters'  over-allotment option), issued and to\nbe issued  under an  Indenture,  dated as of March 24, 1994  (herein  called the\n\"Indenture\"),  between  the  Company and PNC Bank,  Kentucky,  Inc.,  as Trustee\n(herein  called the \"Trustee\",  which term includes any successor  trustee under\nthe  Indenture),  to which  Indenture and all  indentures  supplemental  thereto\nreference is hereby made for a statement of the respective  rights,  limitations\nof rights,  duties and immunities  thereunder of the Company,  the Trustee,  the\nholders of Senior  Indebtedness  and the Holders of the  Securities,  and of the\nterms upon which the Securities are, and are to be, authenticated and delivered.\n\n     Subject to and upon  compliance  with the provisions of the Indenture,  the\nHolder of this Security is entitled, at his option, at any time on or before the\nclose of business on April 1, 2001, or in case this Security or a portion hereof\nis called  for  redemption,  then in respect of this  Security  or such  portion\nhereof  until and  including,  but (unless  the  Company  defaults in making the\npayment due upon  redemption or repurchase,  as the case may be) not after,  the\nclose of business on the Redemption Date or the Repurchase  Date,  respectively,\nto convert this Security (or any portion of the principal amount hereof which is\n$1,000 or an integral multiple  thereof),  at the principal amount hereof, or of\nsuch portion,  into fully paid and non-assessable  shares (calculated as to each\nconversion  to the nearest 1\/100 of a share) of Common Stock of the Company at a\nconversion price equal to $37.625  aggregate  principal amount of securities for\neach share of Common Stock (or at the current  adjusted  conversion  price if an\nadjustment  has been made as provided in the  Indenture)  by  surrender  of this\nSecurity,  duly endorsed or assigned to the Company or in blank,  to the Company\nat its office or agency in the Borough of Manhattan, The City of New York and in\nsuch other  cities,  if any,  as the  Company  may  designate  in writing to the\nTrustee, with the form of conversion notice hereon executed by the Holder hereof\nevidencing such Holder's election to convert this Security,  or if less than the\nentire  principal  amount  hereof is to be converted,  the portion  hereof to be\nconverted,  and, in case such surrender shall be made during the period from the\nclose of business on any Regular Record Date next preceding any Interest Payment\nDate to the  close of  business  on such  Interest  Payment  Date  (unless  this\nSecurity or the portion  thereof being  converted has been called for redemption\non a Redemption  Date within such period),  also  accompanied  by payment in New\nYork Clearing House or other funds  acceptable to the Company of an amount equal\nto the interest payable on such Interest Payment Date on the principal amount of\nthis Security then being  converted.  Subject to the aforesaid  requirement  for\npayment  and, in the case of a  conversion  after the  Regular  Record Date next\npreceding any Interest Payment Date and on or before such Interest Payment Date,\nto the right of the Holder of this  Security  (or any  Predecessor  Security) of\nrecord at such Regular  Record Date to receive an  installment of interest (with\ncertain exceptions provided in the Indenture), no payment or adjustment is to be\nmade on conversion  for interest  accrued  hereon or for dividends on the Common\nStock  issued on  conversion.  No  fractions  of  shares  or scrip  representing\nfractions of shares will be issued on conversion,  but instead of any fractional\ninterest the Company shall pay a cash  adjustment as provided in the  Indenture.\nThe conversion  price is subject to adjustment as provided in the Indenture.  In\naddition,  the  Indenture  provides  that in case of certain  consolidations  or\nmergers to which the Company is a party or the transfer of substantially  all of\nthe assets of the Company,  the Indenture shall be amended,  without the consent\nof any Holders of Securities,  so that this Security, if then outstanding,  will\nbe convertible thereafter,  during the period this Security shall be convertible\nas specified above, only into the kind and amount of securities,  cash and other\nproperty  receivable upon the  consolidation,  merger or transfer by a holder of\nthe number of shares of Common  Stock into which this  Security  might have been\nconverted immediately prior to such consolidation,  merger or transfer (assuming\nsuch  holder of Common  Stock  failed to  exercise  any rights of  election  and\nreceived  per share the kind and amount  received  per share by a  plurality  of\nnon-electing shares).\n\n     The  Securities  are subject to  redemption  upon not less than 30 nor more\nthan 60 days' notice by first class mail, at any time on or after April 1, 1997,\nas a  whole  or in  part,  at the  election  of the  Company,  at the  following\nRedemption Prices (expressed as percentages of the principal amount):\n\nIf redeemed during the 12-month period beginning April 1 of the\nyears indicated,\n\n                                        Redemption\n                Year                      Price\n\n                1997                     102.86  %\n                1998                     102.41  %\n                1999                     101.43  %\n                2000                     100.71  %\n\n\ntogether  in the  case of any  such  redemption  with  accrued  interest  to the\nRedemption Date, but interest  installments whose Stated Maturity is on or prior\nto such  Redemption Date will be payable to the Holders of such  Securities,  or\none or more  Predecessor  Securities,  of record at the close of business on the\nRegular  Record  Dates  referred to on the face  hereof,  all as provided in the\nIndenture.\n\n     The  Indenture  provides  that if a Repurchase  Event (as defined  therein)\noccurs,  each Holder of Securities  shall have the right, in accordance with the\nprovisions of the  Indenture,  to require the Company to repurchase  all of such\nHolder's  Securities,  or any portion  thereof  that is an integral  multiple of\n$1,000,  for  cash at a price  equal  to 100% of the  principal  amount  of such\nSecurities to be repurchased,  together with accrued  interest to the Repurchase\nDate, but any interest  installment  the Stated Maturity of which is on or prior\nto such  Repurchase Date will be payable to the Holders of such  Securities,  or\none or more  Predecessor  Securities,  of record at the close of business on the\nRegular  Record  Dates  referred to on the face  hereof,  all as provided in the\nIndenture.\n\n     In the event of  redemption,  conversion  or repurchase of this Security in\npart only, a new Security or  Securities  for the portion  hereof not  redeemed,\nconverted or  repurchased  will be issued in the name of the Holder  hereof upon\nthe cancellation hereof.\n\n     The  indebtedness  evidenced by this Security is, to the extent provided in\nthe Indenture,  subordinate and subject in right of payment to the prior payment\nin full of all Senior Indebtedness (including, without limitation, the Company's\n__% Senior  Subordinated Notes due 2001), and this Security is issued subject to\nthe  provisions  of the  Indenture  with  respect  thereto.  Each Holder of this\nSecurity,  by  accepting  the  same,  (a)  agrees  to and shall be bound by such\nprovisions,  (b)  authorizes  and directs the Trustee on his behalf to take such\naction as may be necessary or  appropriate to effectuate  the  subordination  so\nprovided and (c) appoints the Trustee his  attorney-in-fact for any and all such\npurposes.\n\n     If an Event of Default shall occur and be continuing,  the principal of all\nthe Securities may be declared due and payable in the manner and with the effect\nprovided in the Indenture.\n\n     As provided in and subject to the provisions of the  Indenture,  the Holder\nof this  Security  shall not have the right to  institute  any  proceeding  with\nrespect to the Indenture or for the  appointment of a receiver or trustee or for\nany other remedy thereunder,  unless such Holder shall have previously given the\nTrustee  written  notice of a  continuing  Event of Default  with respect to the\nSecurities,  the  Holders  of not  less  than  25% in  principal  amount  of the\nSecurities  at the time  Outstanding  shall  have made  written  request  to the\nTrustee and offered the Trustee reasonable indemnity,  and the Trustee shall not\nhave  received  from the Holders of a majority in  principal  amount at the time\nOutstanding a written direction  inconsistent with such request,  and shall have\nfailed to  institute  any such  proceeding,  for 60 days  after  receipt of such\nnotice,  request and offer of indemnity.  The  foregoing  shall not apply to any\nsuit  instituted  by the  Holder of this  Security  for the  enforcement  of any\npayment of  principal  hereof or any premium or interest  hereon on or after the\nrespective due dates  expressed  herein or of the right to convert this Security\nin accordance with the Indenture.\n\n     The Indenture  permits,  with certain  exceptions as therein provided,  the\namendment  thereof and the  modification  of the rights and  obligations  of the\nCompany and the rights of the Holders of the  Securities  under the Indenture at\nany time by the  Company  and the  Trustee  with the consent of the Holders of a\nmajority  in  aggregate   principal   amount  of  the  Securities  at  the  time\nOutstanding.  The Indenture also contains  provisions  permitting the Holders of\nspecified  percentages  in aggregate  principal  amount of the Securities at the\ntime  Outstanding,  on behalf of the  Holders  of all the  Securities,  to waive\ncompliance  by the Company with certain  provisions of the Indenture and certain\npast defaults  under the Indenture and their  consequences.  Any such consent or\nwaiver by the Holder of this Security  shall be conclusive and binding upon such\nHolder and upon all future  Holders of this Security and of any Security  issued\nupon the  registration  of  transfer  hereof or in  exchange  herefor or in lieu\nhereof,  whether  or not  notation  of such  consent or waiver is made upon this\nSecurity.\n\n     No reference  herein to the  Indenture and no provision of this Security or\nof the Indenture  shall alter or impair the obligation of the Company,  which is\nabsolute and  unconditional,  to pay the principal of (and premium,  if any) and\ninterest  on this  Security  at the  times,  place and rate,  and in the coin or\ncurrency,  herein  prescribed  or to convert  this  Security  as provided in the\nIndenture.\n\n     As provided in the Indenture and subject to certain limitations therein set\nforth,  the transfer of this Security is registrable  in the Security  Register,\nupon  surrender of this Security for  registration  of transfer at the office or\nagency of the Company in any place where the principal of (and premium,  if any)\nand interest on this Security are payable, duly endorsed by, or accompanied by a\nwritten  instrument  of  transfer  in form  satisfactory  to the Company and the\nSecurity  Registrar  duly  executed by, the Holder  hereof or his attorney  duly\nauthorized in writing,  and thereupon one or more new Securities,  of authorized\ndenominations and for the same aggregate principal amount, will be issued to the\ndesignated transferee or transferees.\n\n     The  Securities  are issuable  only in registered  form without  coupons in\ndenominations of $1,000 and any integral  multiple  thereof.  As provided in the\nIndenture and subject to certain limitations  therein set forth,  Securities are\nexchangeable for a like aggregate  principal amount of Securities of a different\nauthorized denomination, as requested by the Holder surrendering the same.\n\n     No service  charge shall be made for any such  registration  of transfer or\nexchange,  but the Company may require  payment of a sum sufficient to cover any\ntax or other governmental charge payable in connection therewith.\n\n     Prior to due presentment of this Security for registration of transfer, the\nCompany,  the  Trustee and any agent of the Company or the Trustee may treat the\nPerson in whose name this  Security is  registered  as the owner  hereof for all\npurposes,  whether or not this Security be overdue, and neither the Company, the\nTrustee nor any such agent shall be affected by notice to the contrary.\n\n     All terms used in this Security  which are defined in the  Indenture  shall\nhave the meanings assigned to them in the Indenture.\n\n\nSECTION 204.   Form of Trustee's Certificate of Authentication.\n\n     The Trustee's  certificate of authentication  shall be in substantially the\nfollowing form:\n\n     This  is  one  of  the  Securities  referred  to  in  the  within-mentioned\nIndenture.\n\n\n                              PNC BANK, KENTUCKY, INC.,\n                                                                      as Trustee\n\n\n                              By\n                                                              Authorized Officer\n\n\n\nSECTION 205.   Form of Conversion Notice.\n\n     The undersigned  Holder of this Security hereby  irrevocably  exercises the\noption to  convert  this  Security,  or  portion  hereof  (which is $1,000 or an\nintegral  multiple  thereof)  below  designated,  into shares of Common Stock in\naccordance with the terms of the Indenture, and directs that the shares issuable\nand  deliverable  upon such  conversion,  together with any check in payment for\nfractional  shares and any Securities  representing  any  unconverted  principal\namount  hereof,  be issued and delivered to the  undersigned  unless a different\nname has been indicated  below.  If shares or Securities are to be issued in the\nname of a  person  other  than the  undersigned,  the  undersigned  will pay all\ntransfer taxes payable with respect  thereto.  Any amount required to be paid by\nthe undersigned on account of interest accompanies this Security.\n\nDated: __________________\n                                                                       Signature\n\n\nIf shares or Securities are   Principal amount to be converted\nto be registered in the name  (if less than all):\nof a Person other than the    $______,000\nHolder, please print such\nPerson's name and address:\n                              --------------------------------\n                                  Social Security or other\n_____________________________   Taxpayer Identification Number\n            Name\n\n- -----------------------------\n        Street Address\n\n- -----------------------------\n  City, State and Zip Code\n\n\n\n                                 ARTICLE THREE\n\n                                 The Securities\n\nSECTION 301.   Title and Terms.\n\n     The aggregate principal amount of Securities which may be authenticated and\ndelivered under this Indenture is limited to $115,000,000 (including $15,000,000\naggregate  principal  amount  of  Securities  that  may be sold  by the  Company\npursuant to the Underwriting Agreement, dated March 17, 1994, among the Company,\nSmith  Barney   Shearson   Inc.,  CS  First  Boston  and  Alex.   Brown  &amp; Sons\nIncorporated),   except  for   Securities   authenticated   and  delivered  upon\nregistration of transfer of, or in exchange for, or in lieu of, other Securities\npursuant to Section 304, 305, 306, 906, 1108 or 1302 or 1402.\n\n     The  Securities  shall  be known  and  designated  as the \" 5%  Convertible\nSubordinated Debentures due 2001\" of the Company. Their Stated Maturity shall be\nApril 1, 2001,  and they shall bear  interest at the rate of 5% per annum,  from\nand  including  the  date of  initial  issuance  of the  Securities  under  this\nIndenture,  or from and including the most recent Interest Payment Date to which\ninterest  has been  paid or duly  provided  for,  as the  case  may be,  payable\nsemiannually  on April 1 and October 1,  commencing  October 1, 1994,  until the\nprincipal  thereof  is paid or made  available  for  payment.  Each  payment  of\ninterest shall include  interest  accrued to but excluding the Interest  Payment\nDate on which payment is to be made.\n\n     The principal of (and premium, if any) and interest on the Securities shall\nbe payable at the office or agency of the Company in the  Borough of  Manhattan,\nThe City of New York  maintained  for such  purpose  and at any other  office or\nagency maintained by the Company for such purpose;  provided,  however,  that at\nthe option of the Company payment of interest may be made by check mailed to the\naddress  of the Person  entitled  thereto as such  address  shall  appear in the\nSecurity Register.\n\n     The Securities shall be redeemable as provided in Article Eleven.\n\n     The  Securities  shall  be  subordinated  in  right of  payment  to  Senior\nIndebtedness as provided in Article Twelve.\n\n     The Securities shall be convertible as provided in Article Thirteen.\n\n     The  Securities  shall be subject to repurchase at the option of the Holder\nas provided in Article Fourteen.\n\nSECTION 302.   Denominations.\n\n     The Securities  shall be issuable only in registered  form without  coupons\nand only in denominations of $1,000 and any integral multiple thereof.\n\n\nSECTION 303.   Execution, Authentication, Delivery and Dating.\n\n     The  Securities  shall be executed on behalf of the Company by its Chairman\nof the Board,  its Vice Chairman of the Board,  its President or one of its Vice\nPresidents,  under  its  corporate  seal  reproduced  thereon  attested  by  its\nSecretary or one of its  Assistant  Secretaries.  The  signature of any of these\nofficers on the Securities may be manual or facsimile.\n\n     Securities  bearing the manual or facsimile  signatures of individuals  who\nwere at any time the proper  officers  of the  Company  shall bind the  Company,\nnotwithstanding  that such  individuals  or any of them have ceased to hold such\noffices prior to the  authentication  and delivery of such Securities or did not\nhold such offices at the date of such Securities.\n\n     At any time and from time to time after the  execution and delivery of this\nIndenture,  the Company may  deliver  Securities  executed by the Company to the\nTrustee for authentication, together with a Company Order for the authentication\nand delivery of such Securities; and the Trustee in accordance with such Company\nOrder  shall  authenticate  and deliver  such  Securities  as in this  Indenture\nprovided and not otherwise.\n\n     Each Security shall be dated the date of its authentication.\n\n     No Security  shall be entitled to any benefit  under this  Indenture  or be\nvalid or  obligatory  for any purpose  unless there  appears on such  Security a\ncertificate  of  authentication  substantially  in the form  provided for herein\nexecuted  by the  Trustee by manual  signature,  and such  certificate  upon any\nSecurity shall be conclusive evidence, and the only evidence, that such Security\nhas been duly authenticated and delivered hereunder.\n\n\nSECTION 304.   Temporary Securities.\n\n     Pending the preparation of definitive Securities,  the Company may execute,\nand upon Company Order the Trustee  shall  authenticate  and deliver,  temporary\nSecurities  which  are  printed,  lithographed,   typewritten,  mimeographed  or\notherwise produced, in any authorized  denomination,  substantially of the tenor\nof the  definitive  Securities  in lieu of which  they are  issued and with such\nappropriate  insertions,  omissions,  substitutions  and other variations as the\nofficers  executing  such  Securities  may  determine,  as  evidenced  by  their\nexecution of such Securities.\n\n     If temporary  Securities  are issued,  the Company  shall cause  definitive\nSecurities to be prepared without  unreasonable  delay. After the preparation of\ndefinitive  Securities,  the  temporary  Securities  shall be  exchangeable  for\ndefinitive  Securities upon surrender of the temporary  Securities at any office\nor agency of the Company designated  pursuant to Section 1002, without charge to\nthe  Holder.  Upon  surrender  for  cancellation  of any one or  more  temporary\nSecurities  the Company  shall execute and the Trustee  shall  authenticate  and\ndeliver in exchange therefor a like principal amount of definitive Securities of\nauthorized  denominations.  Until so exchanged the temporary Securities shall in\nall respects be entitled to the same benefits under this Indenture as definitive\nSecurities.\n\n\nSECTION 305.   Registration, Registration of Transfer and\n               Exchange.\n\n     (a) The Company shall cause to be kept at the Corporate Trust Office of the\nTrustee a register  (the  register  maintained  in such  office and in any other\noffice or agency  designated  pursuant to Section  1002 being  herein  sometimes\ncollectively  referred to as the \"Security  Register\") in which, subject to such\nreasonable  regulations as it may  prescribe,  the Company shall provide for the\nregistration of Securities and of transfers of Securities. The Trustee is hereby\nappointed  \"Security  Registrar\" for the purpose of  registering  Securities and\ntransfers of Securities as herein provided. At all reasonable times the Security\nRegister shall be open for inspection by the Company.\n\n     Upon surrender for registration of transfer of any Security at an office or\nagency of the Company designated pursuant to Section 1002 for such purpose,  the\nCompany shall execute,  and the Trustee shall  authenticate and deliver,  in the\nname of the designated transferee or transferees,  one or more new Securities of\nany authorized denominations and of a like aggregate principal amount.\n\n     At the  option  of  the  Holder,  Securities  may be  exchanged  for  other\nSecurities of any authorized  denominations  and of a like  aggregate  principal\namount,  upon  surrender  of the  Securities  to be  exchanged at such office or\nagency.  Whenever any Securities are so  surrendered  for exchange,  the Company\nshall execute,  and the Trustee shall  authenticate and deliver,  the Securities\nwhich the Holder making the exchange is entitled to receive.\n\n     (b) All Securities  issued upon any registration of transfer or exchange of\nSecurities  shall be the valid  obligations of the Company,  evidencing the same\ndebt, and entitled to the same benefits under this Indenture,  as the Securities\nsurrendered upon such registration of transfer or exchange.\n\n     Every Security presented or surrendered for registration of transfer or for\nexchange  shall (if so required by the Company or the Trustee) be duly endorsed,\nor be accompanied by a written  instrument of transfer in form  satisfactory  to\nthe Company and the Security  Registrar duly executed,  by the Holder thereof or\nhis attorney duly authorized in writing.\n\n     No  service  charge  shall  be made for any  registration  of  transfer  or\nexchange of Securities,  but the Company may require payment of a sum sufficient\nto cover any tax or other governmental  charge that may be imposed in connection\nwith any  registration  of  transfer  or  exchange  of  Securities,  other  than\nexchanges  pursuant to Section 304,  906, 1108 or 1302 or 1402 not involving any\ntransfer.\n\n     The Company shall not be required (i) to issue, register the transfer of or\nexchange  any Security  during a period  beginning at the opening of business 15\ndays  before the day of the  mailing  of a notice of  redemption  of  Securities\nselected for  redemption  under Section 1104 and ending at the close of business\non the day of such mailing,  or (ii) to register the transfer of or exchange any\nSecurity so selected for  redemption in whole or in part,  except the unredeemed\nportion of any Security being redeemed in part.\n\n\nSECTION 306.   Mutilated, Destroyed, Lost and Stolen Securities.\n\n     If any mutilated Security is surrendered to the Trustee,  the Company shall\nexecute and the Trustee shall  authenticate  and deliver in exchange  therefor a\nnew  Security  of like  tenor and  principal  amount  and  bearing a number  not\ncontemporaneously outstanding.\n\n     If there shall be  delivered to the Company and the Trustee (i) evidence to\ntheir  satisfaction of the  destruction,  loss or theft of any Security and (ii)\nsuch  security or  indemnity as may be required by them to save each of them and\nany agent of either of them  harmless,  then,  in the  absence  of notice to the\nCompany or the  Trustee  that such  Security  has been  acquired  by a bona fide\npurchaser,  the Company  shall execute and the Trustee  shall  authenticate  and\ndeliver, in lieu of any such destroyed,  lost or stolen Security, a new Security\nof like tenor and  principal  amount and bearing a number not  contemporaneously\noutstanding.\n\n     In case any such mutilated,  destroyed,  lost or stolen Security has become\nor is about to become  due and  payable,  the  Company  in its  discretion  may,\ninstead of issuing a new Security, pay such Security.\n\n     Upon the issuance of any new Security  under this Section,  the Company may\nrequire the payment of a sum  sufficient to cover any tax or other  governmental\ncharge that may be imposed in relation thereto and any other expenses (including\nthe fees and expenses of the Trustee) connected therewith.\n\n     Every  new  Security  issued  pursuant  to  this  Section  in  lieu  of any\ndestroyed,  lost or stolen  Security  shall  constitute  an original  additional\ncontractual  obligation of the Company,  whether or not the  destroyed,  lost or\nstolen  Security  shall be at any  time  enforceable  by  anyone,  and  shall be\nentitled to all the benefits of this Indenture equally and proportionately  with\nany and all other Securities duly issued hereunder.\n\n     The  provisions of this Section are  exclusive  and shall  preclude (to the\nextent lawful) all other rights and remedies with respect to the  replacement or\npayment of mutilated, destroyed, lost or stolen Securities.\n\n\nSECTION 307.   Payment of Interest; Interest Rights Preserved.\n\n     Interest on any Security which is payable,  and is punctually  paid or duly\nprovided for, on any Interest  Payment Date shall be paid to the Person in whose\nname that Security (or one or more Predecessor  Securities) is registered at the\nclose of business on the Regular Record Date for such interest. At the option of\nthe  Company,  interest  on any  Security  may be paid by mailing a check to the\naddress  of the  Holder  thereof  as  such  address  appears  in the  Securities\nRegister.\n\n     Any interest on any Security which is payable,  but is not punctually  paid\nor duly provided  for, on any Interest  Payment Date (herein  called  \"Defaulted\nInterest\")  shall  forthwith  cease to be payable to the Holder on the  relevant\nRegular  Record Date by virtue of having been such  Holder,  and such  Defaulted\nInterest may be paid by the Company,  at its election in each case,  as provided\nin clause (1) or (2) below:\n\n          (1) The Company may elect to make payment of any Defaulted Interest to\n     the Persons in whose names the Securities (or their respective  Predecessor\n     Securities)  are  registered  at the close of business on a Special  Record\n     Date for the payment of such  Defaulted  Interest,  which shall be fixed in\n     the  following  manner.  The Company shall notify the Trustee in writing of\n     the amount of Defaulted  Interest  proposed to be paid on each Security and\n     the date of the proposed  payment,  and at the same time the Company  shall\n     deposit with the Trustee an amount of money equal to the  aggregate  amount\n     proposed  to be paid in respect of such  Defaulted  Interest  or shall make\n     arrangements satisfactory to the Trustee for such deposit prior to the date\n     of the proposed payment,  such money when deposited to be held in trust for\n     the benefit of the Persons  entitled to such Defaulted  Interest as in this\n     clause provided.  Thereupon the Trustee shall fix a Special Record Date for\n     the payment of such Defaulted Interest which shall be not more than 15 days\n     and not less than 10 days prior to the date of the proposed payment and not\n     less than 10 days  after the  receipt  by the  Trustee of the notice of the\n     proposed  payment.  The Trustee shall  promptly  notify the Company of such\n     Special  Record Date and,  in the name and at the  expense of the  Company,\n     shall cause notice of the proposed  payment of such Defaulted  Interest and\n     the Special Record Date therefor to be mailed, first-class postage prepaid,\n     to each Holder at his address as it appears in the Security  Register,  not\n     less than 10 days prior to such Special Record Date. Notice of the proposed\n     payment of such  Defaulted  Interest and the Special  Record Date  therefor\n     having been so mailed, such Defaulted Interest shall be paid to the Persons\n     in whose names the Securities (or their respective Predecessor  Securities)\n     are  registered  at the close of business on such  Special  Record Date and\n     shall no longer be payable pursuant to the following clause (2).\n\n          (2) The  Company  may make  payment of any  Defaulted  Interest in any\n     other  lawful  manner  not  inconsistent   with  the  requirements  of  any\n     securities  exchange on which the Securities  may be listed,  and upon such\n     notice as may be required by such  exchange,  if, after notice given by the\n     Company to the Trustee of the  proposed  payment  pursuant to this  clause,\n     such manner of payment shall be deemed practicable by the Trustee.\n\n     Subject  to  the  foregoing  provisions  of  this  Section,  each  Security\ndelivered  under this Indenture upon  registration of transfer of or in exchange\nfor or in lieu of any other Security shall carry the rights to interest  accrued\nand unpaid, and to accrue, which were carried by such other Security.\n\n     In the case of any Security which is converted  during the period after any\nRegular Record Date and on or prior to the next succeeding Interest Payment Date\n(other than any Security whose Maturity is prior to such Interest Payment Date),\ninterest whose Stated Maturity is on such Interest Payment Date shall be payable\non such Interest Payment Date notwithstanding such conversion, and such interest\n(whether  or not  punctually  paid or duly  provided  for)  shall be paid to the\nPerson in whose name that Security (or one or more  Predecessor  Securities)  is\nregistered  at the close of  business on such  Regular  Record  Date;  provided,\nhowever,  that Securities so registered for conversion shall (except in the case\nof  Securities or portions  thereof  which have been called for  redemption on a\nRedemption  Date  within  such  period)  be  accompanied  by payment in New York\nClearing House Funds or other funds acceptable to the Company of an amount equal\nto the interest  payable on such Interest  Payment Date on the principal  amount\nbeing surrendered for conversion.  Except as otherwise expressly provided in the\nimmediately  preceding sentence, in the case of any Security which is converted,\ninterest whose Stated  Maturity is after the date of conversion of such Security\nshall not be payable.\n\n\nSECTION 308.   Persons Deemed Owners.\n\n     Prior to due presentment of a Security for  registration  of transfer,  the\nCompany,  the  Trustee and any agent of the Company or the Trustee may treat the\nPerson in whose name such  Security is  registered as the owner of such Security\nfor the purpose of receiving  payment of principal of (and premium,  if any) and\n(subject to Section 307)  interest on such  Security and for all other  purposes\nwhatsoever,  whether or not such  Security be overdue,  and neither the Company,\nthe Trustee  nor any agent of the  Company or the  Trustee  shall be affected by\nnotice to the contrary.\n\n\nSECTION 309.   Cancellation.\n\n     All  Securities  surrendered  for  payment,  redemption,   registration  of\ntransfer or exchange or conversion  shall,  if  surrendered  to any Person other\nthan the Trustee, be delivered to the Trustee and shall be promptly cancelled by\nit. The Company may at any time  deliver to the  Trustee  for  cancellation  any\nSecurities  previously  authenticated and delivered  hereunder which the Company\nmay have  acquired in any manner  whatsoever,  and all  Securities  so delivered\nshall be promptly cancelled by the Trustee. No Securities shall be authenticated\nin lieu of or in  exchange  for any  Securities  cancelled  as  provided in this\nSection,  except  as  expressly  permitted  by  this  Indenture.  All  cancelled\nSecurities  held by the  Trustee  shall be  disposed of as directed by a Company\nOrder.\n\n\nSECTION 310.   Computation of Interest.\n\n     Interest on the Securities shall be computed on the basis of a 360-day year\nof twelve 30-day months.\n\n\n\n\n                                  ARTICLE FOUR\n\n                           Satisfaction and Discharge\n\n\nSECTION 401.   Satisfaction and Discharge of Indenture.\n\n     This  Indenture  shall  cease to be of  further  effect  (except  as to any\nsurviving  rights  of  conversion,  registration  of  transfer  or  exchange  of\nSecurities herein expressly provided for), and the Trustee,  on demand of and at\nthe expense of the  Company,  shall  execute  proper  instruments  acknowledging\nsatisfaction and discharge of this Indenture, when\n\n          (1)  either\n\n               (A) all Securities theretofore authenticated and delivered (other\n          than (i)  Securities  which  have been  destroyed,  lost or stolen and\n          which have been  replaced  or paid as provided in Section 306 and (ii)\n          Securities for whose payment money has  theretofore  been deposited in\n          trust or  segregated  and held in trust by the Company and  thereafter\n          repaid to the Company or  discharged  from such trust,  as provided in\n          Section 1003) have been delivered to the Trustee for cancellation; or\n\n               (B) all such Securities not theretofore\n          delivered to the Trustee for cancellation\n\n                    (i)  have become due and payable, or\n\n                    (ii) will become due and payable at\n               their Stated Maturity within one year, or\n\n                    (iii) are to be called for redemption  within one year under\n               arrangements satisfactory to the Trustee for the giving of notice\n               of redemption by the Trustee in the name, and at the expense,  of\n               the Company,\n\n          and the  Company,  in the  case  of (i),  (ii)  or  (iii)  above,  has\n          deposited or caused to be deposited with the Trustee as trust funds in\n          trust  for  the  purpose  an  amount  in  cash  sufficient  to pay and\n          discharge the entire  indebtedness  on such Securities not theretofore\n          delivered to the Trustee for cancellation, for principal (and premium,\n          if any)  and  interest  to the  date of such  deposit  (in the case of\n          Securities  which  have  become  due  and  payable)  or to the  Stated\n          Maturity or Redemption  Date, as the case may be;  provided,  however,\n          that the  Company  shall be deemed to have made the  deposit  required\n          herein as to any Securities in respect of which the Company has mailed\n          a check to the address of the Holder thereof,  as such address appears\n          in the Security Register;\n\n          (2)  the Company has paid or caused to be paid\n     all other sums payable hereunder by the Company; and\n\n          (3) the Company has delivered to the Trustee an Officers'  Certificate\n     and an Opinion of  Counsel,  each  stating  that all  conditions  precedent\n     herein  provided for  relating to the  satisfaction  and  discharge of this\n     Indenture have been complied with.\n\nNotwithstanding   the  satisfaction   and  discharge  of  this  Indenture,   the\nobligations  of the Company to the Trustee under Section 607 and, if money shall\nhave been deposited with the Trustee  pursuant to subclause (B) of clause (1) of\nthis  Section,  the  obligations  of the Trustee  under Section 402 and the last\nparagraph of Section 1003 shall survive.\n\n\nSECTION 402.   Application of Trust Money.\n\n     Subject to the  provisions of the last paragraph of Section 1003, all money\ndeposited  with the  Trustee  pursuant to Section 401 shall be held in trust and\napplied by it, in  accordance  with the  provisions of the  Securities  and this\nIndenture,  to  the  payment,  either  directly  or  through  any  Paying  Agent\n(including  the  Company  acting as its own  Paying  Agent) as the  Trustee  may\ndetermine,  to the Persons entitled thereto,  of the principal (and premium,  if\nany) and  interest  for whose  payment  such money has been  deposited  with the\nTrustee. All moneys deposited with the Trustee pursuant to Section 401 (and held\nby it or any Paying Agent) for the payment of Securities  subsequently converted\nshall be returned to the Company upon Company Request.\n\n\n\n                                  ARTICLE FIVE\n\n                                    Remedies\n\n\nSECTION 501.   Events of Default.\n\n     \"Event of Default\",  wherever  used herein,  means any one of the following\nevents  (whatever  the reason for such Event of Default  and whether it shall be\noccasioned by the provisions of Article Twelve or be voluntary or involuntary or\nbe effected by operation of law or pursuant to any judgment,  decree or order of\nany court or any order, rule or regulation of any administrative or governmental\nbody):\n\n          (1) default in the payment of any interest  upon any Security  when it\n     becomes due and payable, and continuance of such default for a period of 30\n     days; or\n\n          (2) default in the payment of the principal of\n     (or premium, if any, on) any Security at its Maturity;\n     or\n\n          (3) default in the performance, or breach, of the\n     provisions of Article Eight hereof; or\n\n          (4) default in the performance, or breach, of any covenant or warranty\n     of the  Company in this  Indenture  (other  than a covenant  or  warranty a\n     default in whose  performance  or whose breach is elsewhere in this Section\n     specifically  dealt with),  and continuance of such default or breach for a\n     period of 60 days after there has been given,  by  registered  or certified\n     mail,  to the  Company by the  Trustee or to the Company and the Trustee by\n     the  Holders  of at  least  25% in  principal  amount  of  the  Outstanding\n     Securities a written notice specifying such default or breach and requiring\n     it to be  remedied  and  stating  that such notice is a \"Notice of Default\"\n     hereunder; or\n\n          (5) any acceleration of the maturity of Indebtedness of the Company or\n     any Significant  Subsidiary or any two or more  Subsidiaries of the Company\n     which,  if merged,  would be a  Significant  Subsidiary  having a principal\n     amount  outstanding  in excess  of  $5,000,000,  or a  failure  to pay such\n     Indebtedness  at its stated  maturity,  provided that such  acceleration or\n     failure  to pay is not cured  within 10 days  after  such  acceleration  or\n     failure to pay;\n\n          (6) the  entry by a court or  courts of  competent  jurisdiction  of a\n     final  judgment or final  judgments  for the  payment of money  against the\n     Company or any  Significant  Subsidiary or any two or more  Subsidiaries of\n     the Company  which,  if merged,  would be a Significant  Subsidiary,  which\n     remain  undischarged  for a period  (during  which  execution  shall not be\n     effectively  stayed,  the posting of any required  bond not being deemed an\n     execution  for purposes  hereof) of 30 days after all rights to appeal have\n     been  exhausted,  provided that the aggregate  amount of all such judgments\n     exceeds $5,000,000; or\n\n          (7) the entry by a court having  jurisdiction in the premises of (A) a\n     decree or order for  relief in respect  of the  Company or any  Significant\n     Subsidiary or any two or more Subsidiaries of the Company which, if merged,\n     would be a Significant  Subsidiary,  in an  involuntary  case or proceeding\n     under   any   applicable   Federal   or   State   bankruptcy,   insolvency,\n     reorganization  or other similar law or (B) a decree or order adjudging the\n     Company or any  Significant  Subsidiary or any two or more  Subsidiaries of\n     the Company which, if merged, would be a Significant Subsidiary, a bankrupt\n     or  insolvent,   or  approving  as  properly   filed  a  petition   seeking\n     reorganization,  arrangement, adjustment or composition of or in respect of\n     the Company or any Significant  Subsidiary or any two or more  Subsidiaries\n     of the Company which, if merged, would be a Significant  Subsidiary,  under\n     any applicable  Federal or State law, or appointing a custodian,  receiver,\n     liquidator,  assignee,  trustee,  sequestrator or other similar official of\n     the Company or any Significant  Subsidiary or any two or more  Subsidiaries\n     of the Company which, if merged, would be a Significant  Subsidiary,  or of\n     any substantial part of their respective property,  or ordering the winding\n     up or  liquidation  of affairs,  and the  continuance of any such decree or\n     order for relief or any such other  decree or order  unstayed and in effect\n     for a period of 90 consecutive days; or\n\n          (8) the  commencement by the Company or any Significant  Subsidiary or\n     any two or more  Subsidiaries of the Company which,  if merged,  would be a\n     Significant  Subsidiary,  of a  voluntary  case  or  proceeding  under  any\n     applicable Federal or State bankruptcy, insolvency, reorganization or other\n     similar law or of any other case or proceeding to be adjudicated a bankrupt\n     or  insolvent,  or the consent to the entry of a decree or order for relief\n     in respect of the Company or any Significant  Subsidiary or any two or more\n     Subsidiaries  of the  Company  which,  if  merged,  would be a  Significant\n     Subsidiary,  in an  involuntary  case or  proceeding  under any  applicable\n     Federal or State  bankruptcy,  insolvency,  reorganization or other similar\n     law  or to the  commencement  of  any  bankruptcy  or  insolvency  case  or\n     proceeding  against  it, or the filing of a  petition  or answer or consent\n     seeking reorganization or relief under any applicable Federal or State law,\n     or the consent to the filing of such petition or to the  appointment  of or\n     taking possession by a custodian, receiver, liquidator,  assignee, trustee,\n     sequestrator  or other similar  official of the Company or any  Significant\n     Subsidiary or any two or more Subsidiaries of the Company which, if merged,\n     would be a  Significant  Subsidiary,  or of any  substantial  part of their\n     respective  property,  or the making of an  assignment  for the  benefit of\n     creditors,  or the admission in writing of inability to pay debts generally\n     as they become due, or the taking of corporate action by the Company or any\n     Significant  Subsidiary  or any two or  more  Subsidiaries  of the  Company\n     which, if merged, would be a Significant Subsidiary,  in furtherance of any\n     such action; or\n\n          (9) a default in the payment of the Repurchase Price in respect of any\n     Security on the Repurchase  Date therefor in accordance with the provisions\n     of Article Fourteen.\n\n\nSECTION 502.   Acceleration of Maturity; Rescission and\n               Annulment.\n\n     If an Event of Default occurs and is continuing,  then and in any such case\nthe  Trustee  or the  Holders  of not less than 25% in  principal  amount of the\nOutstanding Securities may declare the principal of all the Securities to be due\nand  payable  immediately,  by a notice in  writing to the  Company  (and to the\nTrustee if given by Holders), and upon any such declaration such principal shall\nbecome immediately due and payable.\n\n     At any time  after such a  declaration  of  acceleration  has been made and\nbefore a judgment  or decree for  payment of the money due has been  obtained by\nthe Trustee as hereinafter in this Article  provided,  the Holders of a majority\nin principal  amount of the  Outstanding  Securities,  by written  notice to the\nCompany  and the  Trustee,  may  rescind  and  annul  such  declaration  and its\nconsequences if\n\n          (1)  the Company has paid or deposited with the\n     Trustee a sum sufficient to pay\n\n               (A)  all overdue interest on all Securities,\n\n               (B) the  principal of (and  premium,  if any, on) any  Securities\n          which  have  become  due  otherwise   than  by  such   declaration  of\n          acceleration and interest thereon at the rate borne by the Securities,\n\n               (C) to the  extent  that  payment  of such  interest  is  lawful,\n          interest  upon overdue  interest at the rate borne by the  Securities,\n          and\n\n               (D) all sums paid or advanced by the  Trustee  hereunder  and the\n          reasonable compensation,  expenses,  disbursements and advances of the\n          Trustee, its agents and counsel;\n\n     and\n\n          (2) all Events of Default, other than the non-payment of the principal\n     of  Securities  which  have  become  due  solely  by  such  declaration  of\n     acceleration, have been cured or waived as provided in Section 513.\n\nNo such  rescission  shall  affect  any  subsequent  default or impair any right\nconsequent thereon.\n\n\nSECTION 503.   Collection of Indebtedness and Suits for\n               Enforcement by Trustee.\n\n     The Company covenants that if\n\n          (1)  default is made in the payment of any  interest  on any  Security\n     when such interest becomes due and payable and such default continues for a\n     period of 30 days, or\n\n          (2)  default is made in the payment of the\n     principal of (or premium, if any, on) any Security at\n     the Maturity thereof,\n\nthe Company will, upon demand of the Trustee,  pay to it, for the benefit of the\nHolders  of such  Securities,  the whole  amount  then due and  payable  on such\nSecurities for principal (and premium, if any) and interest,  and, to the extent\nthat  payment of such  interest  shall be legally  enforceable,  interest on any\noverdue principal (and premium, if any) and on any overdue interest, at the rate\nborne by the Securities,  and, in addition thereto, such further amount as shall\nbe  sufficient  to cover the costs and  expenses of  collection,  including  the\nreasonable  compensation,  expenses,  disbursements and advances of the Trustee,\nits agents and counsel.\n\n     If an Event of Default  occurs and is  continuing,  the  Trustee may in its\ndiscretion  proceed  to  protect  and  enforce  its rights and the rights of the\nHolders by such appropriate  judicial proceedings as the Trustee shall deem most\neffectual  to protect  and  enforce any such  rights,  whether for the  specific\nenforcement  of any  covenant or  agreement  in this  Indenture or in aid of the\nexercise of any power granted herein, or to enforce any other proper remedy.\n\n\nSECTION 504.   Trustee May File Proofs of Claim.\n\n     In case of any  judicial  proceeding  relative to the Company (or any other\nobligor upon the Securities),  its property or its creditors,  the Trustee shall\nbe entitled and empowered,  by intervention in such proceeding or otherwise,  to\ntake any and all actions  authorized  under the Trust  Indenture Act in order to\nhave claims of the Holders and the Trustee  allowed in any such  proceeding.  In\nparticular, the Trustee shall be authorized to collect and receive any moneys or\nother  property  payable or deliverable on any such claims and to distribute the\nsame; and any custodian,  receiver, assignee, trustee, liquidator,  sequestrator\nor other similar official in any such judicial  proceeding is hereby  authorized\nby each Holder to make such  payments to the Trustee  and, in the event that the\nTrustee shall consent to the making of such payments directly to the Holders, to\npay to the Trustee any amount due it for the reasonable compensation,  expenses,\ndisbursements and advances of the Trustee, its agents and counsel, and any other\namounts due the Trustee under Section 607.\n\n     No provision of this Indenture  shall be deemed to authorize the Trustee to\nauthorize  or  consent to or accept or adopt on behalf of any Holder any plan of\nreorganization,  arrangement, adjustment or composition affecting the Securities\nor the  rights of any  Holder  thereof or to  authorize  the  Trustee to vote in\nrespect of the claim of any Holder in any such proceeding.\n\n\nSECTION 505.   Trustee May Enforce Claims Without Possession of\n               Securities.\n\n     All rights of action and claims under this  Indenture or the Securities may\nbe prosecuted  and enforced by the Trustee  without the possession of any of the\nSecurities or the production thereof in any proceeding relating thereto, and any\nsuch  proceeding  instituted  by the Trustee shall be brought in its own name as\ntrustee of an express trust, and any recovery of judgment shall, after provision\nfor the payment of the  reasonable  compensation,  expenses,  disbursements  and\nadvances of the Trustee,  its agents and counsel,  be for the ratable benefit of\nthe  Holders  of the  Securities  in respect  of which  such  judgment  has been\nrecovered.\n\n\nSECTION 506.   Application of Money Collected.\n\n     Subject to Article Twelve,  any money collected by the Trustee  pursuant to\nthis Article shall be applied in the following order, at the date or dates fixed\nby the  Trustee  and,  in case of the  distribution  of such money on account of\nprincipal (or premium, if any) or interest,  upon presentation of the Securities\nand the  notation  thereon  of the  payment  if only  partially  paid  and  upon\nsurrender thereof if fully paid:\n\n          FIRST:    To the payment of all amounts due the\n     Trustee under Section 607;\n\n          SECOND:  To the  payment  of the  amounts  then  due  and  unpaid  for\n     principal  of (and  premium,  if any) and  interest  on the  Securities  in\n     respect of which or for the benefit of which such money has been collected,\n     ratably,  without  preference  or  priority of any kind,  according  to the\n     amounts due and payable on such  Securities for principal (and premium,  if\n     any) and interest, respectively; and\n\n          THIRD:  The balance, if any, to the Company or\n     any other Person or Persons determined to be entitled\n     thereto.\n\n\nSECTION 507.   Limitation on Suits.\n\n     No Holder of any Security shall have any right to institute any proceeding,\njudicial or otherwise, with respect to this Indenture, or for the appointment of\na receiver or trustee, or for any other remedy hereunder, unless\n\n          (1)  such Holder has previously given written\n     notice to the Trustee of a continuing Event of\n     Default;\n\n          (2) the  Holders  of not less  than  25% in  principal  amount  of the\n     Outstanding  Securities  shall have made written  request to the Trustee to\n     institute  proceedings  in respect of such Event of Default in its own name\n     as Trustee hereunder;\n\n          (3) such  Holder or Holders  have  offered to the  Trustee  reasonable\n     indemnity  against the costs,  expenses and  liabilities  to be incurred in\n     compliance with such request;\n\n          (4) the Trustee for 60 days after its receipt of such notice,  request\n     and offer of indemnity has failed to institute any such proceeding; and\n\n          (5) no direction inconsistent with such written request has been given\n     to the Trustee  during  such 60-day  period by the Holders of a majority in\n     principal amount of the Outstanding Securities;\n\nit being  understood  and intended  that no one or more  Holders  shall have any\nright in any manner  whatever by virtue of, or by availing of, any  provision of\nthis Indenture to affect,  disturb or prejudice the rights of any other Holders,\nor to obtain or to seek to obtain  priority or preference over any other Holders\nor to enforce  any right  under  this  Indenture,  except in the  manner  herein\nprovided and for the equal and ratable benefit of all the Holders.\n\n\nSECTION 508.   Unconditional Right of Holders to Receive\n               Principal, Premium and Interest and to Convert.\n\n     Notwithstanding  any other provision in this  Indenture,  the Holder of any\nSecurity shall have the right, which is absolute and  unconditional,  to receive\npayment of the principal of (and  premium,  if any) and (subject to Section 307)\ninterest on such Security on the respective Stated Maturities  expressed in such\nSecurity (or, in the case of redemption,  on the Redemption Date or, in the case\nof a repurchase  pursuant to Article  Fourteen,  on the Repurchase  Date) and to\nconvert such Security in accordance with Article  Thirteen and to institute suit\nfor the  enforcement  of any such payment and right to convert,  and such rights\nshall not be impaired without the consent of such Holder.\n\n\nSECTION 509.   Restoration of Rights and Remedies.\n\n     If the Trustee or any Holder has  instituted  any proceeding to enforce any\nright or remedy under this Indenture and such  proceeding has been  discontinued\nor abandoned for any reason, or has been determined  adversely to the Trustee or\nto such Holder,  then and in every such case,  subject to any  determination  in\nsuch  proceeding,  the  Company,  the Trustee and the Holders  shall be restored\nseverally and  respectively to their former  positions  hereunder and thereafter\nall rights and remedies of the Trustee and the Holders shall  continue as though\nno such proceeding had been instituted.\n\n\nSECTION 510.   Rights and Remedies Cumulative.\n\n     Except as otherwise  provided with respect to the replacement or payment of\nmutilated, destroyed, lost or stolen Securities in the last paragraph of Section\n306, no right or remedy herein  conferred  upon or reserved to the Trustee or to\nthe Holders is intended to be exclusive of any other right or remedy,  and every\nright and remedy shall,  to the extent  permitted by law, be  cumulative  and in\naddition to every other right and remedy  given  hereunder  or now or  hereafter\nexisting at law or in equity or  otherwise.  The  assertion or employment of any\nright or remedy  hereunder,  or  otherwise,  shall not  prevent  the  concurrent\nassertion or employment of any other appropriate right or remedy.\n\n\nSECTION 511.   Delay or Omission Not Waiver.\n\n     No delay or  omission  of the  Trustee or of any Holder of any  Security to\nexercise any right or remedy accruing upon any Event of Default shall impair any\nsuch right or remedy or  constitute  a waiver of any such Event of Default or an\nacquiescence therein.  Every right and remedy given by this Article or by law to\nthe Trustee or to the Holders may be exercised  from time to time,  and as often\nas may be deemed  expedient,  by the Trustee or by the Holders,  as the case may\nbe.\n\n\nSECTION 512.   Control by Holders.\n\n     The Holders of a majority in principal amount of the Outstanding Securities\nshall have the right to direct  the time,  method  and place of  conducting  any\nproceeding  for any remedy  available to the Trustee or exercising  any trust or\npower conferred on the Trustee, provided that\n\n          (1)  such direction shall not be in conflict with\n     any rule of law or with this Indenture, and\n\n          (2) the Trustee may take any other action deemed proper by the Trustee\n     which is not inconsistent with such direction.\n\n\nSECTION 513.   Waiver of Past Defaults.\n\n     The  Holders  of not  less  than a  majority  in  principal  amount  of the\nOutstanding  Securities may on behalf of the Holders of all the Securities waive\nany past default hereunder and its consequences, except a default\n\n          (1)  in the payment of the principal of (or\n     premium, if any) or interest on any Security, or\n\n          (2) in respect of a covenant or provision  hereof which under  Article\n     Nine  cannot be  modified  or amended  without the consent of the Holder of\n     each Outstanding Security affected.\n\n     Upon any such waiver,  such default shall cease to exist,  and any Event of\nDefault arising  therefrom shall be deemed to have been cured, for every purpose\nof this  Indenture;  but no such waiver shall extend to any  subsequent or other\ndefault or impair any right consequent thereon.\n\n\nSECTION 514.   Undertaking for Costs.\n\n     In any  suit  for  the  enforcement  of any  right  or  remedy  under  this\nIndenture,  or in any suit against the Trustee for any action taken, suffered or\nomitted by it as Trustee, a court may require any party litigant in such suit to\nfile an  undertaking to pay the costs of such suit, and may assess costs against\nany such party  litigant,  in the manner and to the extent provided in the Trust\nIndenture Act;  provided,  that neither this Section nor the Trust Indenture Act\nshall be deemed to authorize any court to require such an undertaking or to make\nsuch an assessment in any suit  instituted by the Company or in any suit for the\nenforcement  of the right to convert any  Security in  accordance  with  Article\nThirteen.\n\n\nSECTION 515.   Waiver of Stay or Extension Laws.\n\n     The Company  covenants  (to the extent that it may  lawfully do so) that it\nwill not at any time insist upon, or plead, or in any manner whatsoever claim or\ntake the benefit or advantage  of, any stay or extension  law wherever  enacted,\nnow or at any time  hereafter  in force,  which may affect the  covenants or the\nperformance  of this  Indenture;  and the  Company  (to the  extent  that it may\nlawfully do so) hereby expressly waives all benefit or advantage of any such law\nand  covenants  that it will not hinder,  delay or impede the  execution  of any\npower herein granted to the Trustee, but will suffer and permit the execution of\nevery such power as though no such law had been enacted.\n\n\n\n                                  ARTICLE SIX\n\n                                  The Trustee\n\n\nSECTION 601.   Certain Duties and Responsibilities.\n\n     The duties and  responsibilities of the Trustee shall be as provided by the\nTrust  Indenture  Act.  Notwithstanding  the  foregoing,  no  provision  of this\nIndenture shall require the Trustee to expend or risk its own funds or otherwise\nincur any financial liability in the performance of any of its duties hereunder,\nor in the exercise of any of its rights or powers,  if it shall have  reasonable\ngrounds for believing that repayment of such funds or adequate indemnity against\nsuch risk or liability is not  reasonably  assured to it. Whether or not therein\nexpressly so provided, every provision of this Indenture relating to the conduct\nor affecting  the  liability of or affording  protection to the Trustee shall be\nsubject to the provisions of this Section.\n\n\nSECTION 602.   Notice of Defaults.\n\n     The Trustee shall give the Holders notice of any default hereunder known to\nthe Trustee as and to the extent provided by the Trust Indenture Act;  provided,\nhowever,  that in the case of any default of the character  specified in Section\n501(4),  no such  notice to Holders  shall be given until at least 60 days after\nthe  occurrence  thereof.  For the purpose of this Section,  the term  \"default\"\nmeans any event which is, or after notice or lapse of time or both would become,\nan Event of Default.\n\n\nSECTION 603.   Certain Rights of Trustee.\n\n     Subject to the provisions of Section 601:\n\n          (1) the  Trustee  may  rely  and  shall  be  protected  in  acting  or\n     refraining  from  acting  upon  any  resolution,   certificate,  statement,\n     instrument,  opinion, report, notice, request,  direction,  consent, order,\n     bond,  debenture,  note,  other evidence of  indebtedness or other paper or\n     document  believed by it to be genuine and to have been signed or presented\n     by the proper party or parties;\n\n          (2) any request or direction of the Company  mentioned herein shall be\n     sufficiently  evidenced  by a  Company  Request  or  Company  Order and any\n     resolution  of the Board of Directors  may be  sufficiently  evidenced by a\n     Board Resolution;\n\n          (3) whenever in the administration of this Indenture the Trustee shall\n     deem it desirable that a matter be proved or  established  prior to taking,\n     suffering  or omitting  any action  hereunder,  the Trustee  (unless  other\n     evidence  be herein  specifically  prescribed)  may,  in the absence of bad\n     faith on its part, rely upon an Officers' Certificate;\n\n          (4) the  Trustee may consult  with  counsel and the written  advice of\n     such  counsel  or any  Opinion  of  Counsel  shall  be  full  and  complete\n     authorization  and  protection in respect of any action taken,  suffered or\n     omitted by it hereunder in good faith and in reliance thereon;\n\n          (5) the Trustee  shall be under no  obligation  to exercise any of the\n     rights or powers vested in it by this Indenture at the request or direction\n     of any of the Holders pursuant to this Indenture, unless such Holders shall\n     have offered to the Trustee  reasonable  security or indemnity  against the\n     costs, expenses and liabilities which might be incurred by it in compliance\n     with such request or direction;\n\n          (6) the Trustee shall not be bound to make any investigation  into the\n     facts  or  matters  stated  in  any  resolution,   certificate,  statement,\n     instrument,  opinion, report, notice, request,  direction,  consent, order,\n     bond,  debenture,  note,  other evidence of  indebtedness or other paper or\n     document, but the Trustee, in its discretion, may make such further inquiry\n     or investigation  into such facts or matters as it may see fit, and, if the\n     Trustee shall determine to make such further inquiry or  investigation,  it\n     shall be  entitled  to  examine  the books,  records  and  premises  of the\n     Company, personally or by agent or attorney; and\n\n          (7) the Trustee may execute any of the trusts or powers  hereunder  or\n     perform any duties  hereunder  either  directly or by or through  agents or\n     attorneys and the Trustee shall not be  responsible  for any  misconduct or\n     negligence on the part of any agent or attorney  appointed with due care by\n     it hereunder.\n\n\nSECTION 604.   Not Responsible for Recitals or Issuance of\n               Securities.\n\n     The recitals  contained herein and in the Securities,  except the Trustee's\ncertificates of authentication, shall be taken as the statements of the Company,\nand the Trustee assumes no  responsibility  for their  correctness.  The Trustee\nmakes no  representations as to the validity or sufficiency of this Indenture or\nof  the  Securities.  The  Trustee  shall  not be  accountable  for  the  use or\napplication by the Company of Securities or the proceeds thereof.\n\n\nSECTION 605.   May Hold Securities.\n\n     The Trustee,  any Paying Agent, any Security Registrar,  any Authenticating\nAgent  or any  other  agent  of the  Company,  in its  individual  or any  other\ncapacity, may become the owner or pledgee of Securities and, subject to Sections\n608 and 613, may  otherwise  deal with the Company with the same rights it would\nhave if it were not Trustee,  Paying Agent,  Security Registrar,  Authenticating\nAgent or such other agent.\n\n\nSECTION 606.   Money Held in Trust.\n\n     Money held by the Trustee in trust  hereunder  need not be segregated  from\nother funds except to the extent  required by law. The Trustee shall be under no\nliability for interest on any money received by it hereunder except as otherwise\nagreed with the Company.\n\n\nSECTION 607.   Compensation and Reimbursement.\n\n     The Company agrees\n\n          (1) to pay to the Trustee  from time to time  reasonable  compensation\n     for all services rendered by it hereunder (which  compensation shall not be\n     limited by any provision of law in regard to the  compensation of a trustee\n     of an express trust);\n\n          (2) except as otherwise  expressly  provided herein,  to reimburse the\n     Trustee upon its request for all  reasonable  expenses,  disbursements  and\n     advances  incurred or made by the Trustee in accordance  with any provision\n     of this Indenture  (including the reasonable  compensation and the expenses\n     and  disbursements  of its agents and  counsel),  except any such  expense,\n     disbursement  or advance as may be  attributable  to its  negligence or bad\n     faith; and\n\n          (3) to indemnify the Trustee for, and to hold it harmless against, any\n     loss,  liability or expense incurred without negligence or bad faith on its\n     part, arising out of or in connection with the acceptance or administration\n     of this trust, including the costs and expenses of defending itself against\n     any claim or liability in connection  with the exercise or  performance  of\n     any of its powers or duties hereunder.\n\n     As security for the  performance  of the  obligations  of the Company under\nthis Section,  the Trustee shall have a claim prior to the  Securities  upon all\nproperty and funds held or  collected by the Trustee as such,  except funds held\nin trust for the payment of amounts due on the Securities.\n\n\n     The  obligations  of the Company under this Section 607 to  compensate  and\nindemnify the Trustee for expenses, disbursements and advances shall survive the\nsatisfaction and discharge of this Indenture.\n\n\nSECTION 608.   Disqualification; Conflicting Interests.\n\n     If the  Trustee  has or shall  acquire a  conflicting  interest  within the\nmeaning of the Trust  Indenture  Act, the Trustee  shall either  eliminate  such\ninterest or resign,  to the extent and in the manner provided by, and subject to\nthe provisions of, the Trust Indenture Act and this Indenture.\n\n\nSECTION 609.   Corporate Trustee Required; Eligibility.\n\n     There  shall at all times be a Trustee  hereunder  which  shall be a Person\nthat is eligible  pursuant to the Trust  Indenture  Act to act as such and has a\ncombined capital and surplus of at least  $50,000,000.  If such Person publishes\nreports of condition at least annually,  pursuant to law or to the  requirements\nof applicable supervising or examining authority,  then for the purposes of this\nSection,  the combined  capital and surplus of such Person shall be deemed to be\nits  combined  capital  and  surplus as set forth in its most  recent  report of\ncondition so published. If at any time the Trustee shall cease to be eligible in\naccordance with the provisions of this Section,  it shall resign  immediately in\nthe manner and with the effect hereinafter specified in this Article.\n\n\nSECTION 610.   Resignation and Removal; Appointment of\n               Successor.\n\n     (a) No  resignation  or  removal of the  Trustee  and no  appointment  of a\nsuccessor  Trustee  pursuant to this Article  shall become  effective  until the\nacceptance of appointment by the successor Trustee under Section 611.\n\n     (b) The Trustee may resign at any time by giving  written notice thereof to\nthe Company.  If an instrument  of  acceptance by a successor  Trustee shall not\nhave been  delivered  to the  Trustee  within 30 days  after the  giving of such\nnotice of resignation, the resigning Trustee may petition any court of competent\njurisdiction for the appointment of a successor Trustee.\n\n     (c) The  Trustee  may be  removed  at any time by Act of the  Holders  of a\nmajority in principal  amount of the  Outstanding  Securities,  delivered to the\nTrustee and to the Company.\n\n     (d)  If at any time:\n\n          (1) the Trustee  shall fail to comply with  Section 608 after  written\n     request  therefor  by the Company or by any Holder who has been a bona fide\n     Holder of a Security for at least six months, or\n\n          (2) the Trustee shall cease to be eligible under Section 609 and shall\n     fail to resign after written request therefor by the Company or by any such\n     Holder, or\n\n          (3) the Trustee shall become  incapable of acting or shall be adjudged\n     a bankrupt or  insolvent  or a receiver  of the Trustee or of its  property\n     shall be  appointed or any public  officer  shall take charge or control of\n     the   Trustee  or  of  its   property   or  affairs   for  the  purpose  of\n     rehabilitation, conservation or liquidation,\n\nthen,  in any such case,  (i) the Company by a Board  Resolution  may remove the\nTrustee,  or (ii)  subject to Section  514,  any Holder who has been a bona fide\nHolder of a Security  for at least six months  may, on behalf of himself and all\nothers similarly situated,  petition any court of competent jurisdiction for the\nremoval of the Trustee and the appointment of a successor Trustee.\n\n     (e) If the Trustee shall resign,  be removed or become incapable of acting,\nor if a vacancy shall occur in the office of Trustee for any cause, the Company,\nby a Board Resolution, shall promptly appoint a successor Trustee. If, within 90\ndays after such resignation,  removal or incapability, or the occurrence of such\nvacancy,  a  successor  Trustee  shall be  appointed  by Act of the Holders of a\nmajority in  principal  amount of the  Outstanding  Securities  delivered to the\nCompany and the retiring  Trustee,  the  successor  Trustee so appointed  shall,\nforthwith upon its acceptance of such appointment,  become the successor Trustee\nand supersede the successor  Trustee  appointed by the Company.  If no successor\nTrustee  shall have been so appointed by the Company or the Holders and accepted\nappointment in the manner hereinafter  provided,  any Holder who has been a bona\nfide Holder of a Security  for at least six months may, on behalf of himself and\nall others similarly situated,  petition any court of competent jurisdiction for\nthe appointment of a successor Trustee.\n\n     (f) The Company shall give notice of each  resignation  and each removal of\nthe Trustee and each  appointment  of a successor  Trustee to all Holders in the\nmanner  provided  in Section  106.  Each  notice  shall  include the name of the\nsuccessor Trustee and the address of its Corporate Trust Office.\n\n\nSECTION 611.   Acceptance of Appointment by Successor.\n\n     Every successor Trustee appointed hereunder shall execute,  acknowledge and\ndeliver to the Company and to the retiring Trustee an instrument  accepting such\nappointment,  and thereupon the  resignation or removal of the retiring  Trustee\nshall become effective and such successor Trustee, without any further act, deed\nor  conveyance,  shall  become  vested with all the rights,  powers,  trusts and\nduties of the retiring Trustee;  but, on request of the Company or the successor\nTrustee,  such retiring Trustee shall, upon payment of its charges,  execute and\ndeliver an instrument  transferring  to such  successor  Trustee all the rights,\npowers and trusts of the retiring  Trustee and shall duly  assign,  transfer and\ndeliver to such  successor  Trustee all property and money held by such retiring\nTrustee hereunder. Upon request of any such successor Trustee, the Company shall\nexecute  any and all  instruments  for more fully and  certainly  vesting in and\nconfirming to such successor Trustee all such rights, powers and trusts.\n\n     No successor  Trustee  shall accept its  appointment  unless at the time of\nsuch  acceptance  such  successor  Trustee shall be qualified and eligible under\nthis Article.\n\n\nSECTION 612.   Merger, Conversion, Consolidation or Succession\n               to Business.\n\n     Any  corporation  into which the Trustee may be merged or converted or with\nwhich it may be  consolidated,  or any  corporation  resulting  from any merger,\nconversion  or  consolidation  to which  the  Trustee  shall be a party,  or any\ncorporation  succeeding to all or substantially all the corporate trust business\nof the Trustee,  shall be the successor of the Trustee hereunder,  provided such\ncorporation  shall be  otherwise  qualified  and  eligible  under this  Article,\nwithout the  execution  or filing of any paper or any further act on the part of\nany of the parties hereto. In case any Securities shall have been authenticated,\nbut not  delivered,  by the Trustee  then in office,  any  successor  by merger,\nconversion  or  consolidation  to such  authenticating  Trustee  may adopt  such\nauthentication  and deliver the Securities so authenticated with the same effect\nas if such successor Trustee had itself authenticated such Securities.\n\n\nSECTION 613.   Preferential Collection of Claims Against\n               Company.\n\n     If and when the  Trustee  shall be or become a creditor  of the Company (or\nany other  obligor  upon the  Securities),  the Trustee  shall be subject to the\nprovisions of the Trust Indenture Act regarding the collection of claims against\nthe Company (or any such other obligor).\n\n\nSECTION 614.   Appointment of Authenticating Agent.\n\n     The Trustee may appoint an  Authenticating  Agent or Agents  which shall be\nauthorized  to act on behalf of the Trustee to  authenticate  Securities  issued\nupon  original  issue  and upon  exchange,  registration  of  transfer,  partial\nconversion,  partial redemption,  partial repurchase or pursuant to Section 306,\nand  Securities  so  authenticated  shall be  entitled  to the  benefits of this\nIndenture and shall be valid and obligatory for all purposes as if authenticated\nby the Trustee  hereunder.  Whenever  reference is made in this Indenture to the\nauthentication  and  delivery  of  Securities  by the  Trustee or the  Trustee's\ncertificate  of  authentication,  such  references  shall be deemed  to  include\nauthentication and delivery on behalf of the Trustee by an Authenticating  Agent\nand a  certificate  of  authentication  executed  on behalf of the Trustee by an\nAuthenticating  Agent.  Each  Authenticating  Agent shall be  acceptable  to the\nCompany and shall at all times be a  corporation  organized  and doing  business\nunder  the laws of the  United  States of  America,  any  State  thereof  or the\nDistrict of Columbia, authorized under such laws to act as Authenticating Agent,\nhaving a combined  capital and surplus of not less than  $50,000,000 and subject\nto  supervision  or  examination  by  Federal  or  State   authority.   If  such\nAuthenticating Agent publishes reports of condition at least annually,  pursuant\nto law or to the requirements of said supervising or examining  authority,  then\nfor the  purposes  of this  Section,  the  combined  capital and surplus of such\nAuthenticating  Agent shall be deemed to be its combined  capital and surplus as\nset forth in its most recent report of condition so published. If at any time an\nAuthenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the\nprovisions of this Section,  such Authenticating  Agent shall resign immediately\nin the manner and with the effect specified in this Section.\n\n     Any Person into which an Authenticating Agent may be merged or converted or\nwith which it may be consolidated, or any corporation resulting from any merger,\nconversion or consolidation to which such Authenticating Agent shall be a party,\nor any  corporation  succeeding  to the  corporate  agency  or  corporate  trust\nbusiness of an  Authenticating  Agent,  shall  continue to be an  Authenticating\nAgent,  provided  such Person shall be otherwise  eligible  under this  Section,\nwithout the  execution  or filing of any paper or any further act on the part of\nthe Trustee or the Authenticating Agent.\n\n     An  Authenticating  Agent may resign at any time by giving  written  notice\nthereof to the Trustee and to the Company. The Trustee may at any time terminate\nthe agency of an  Authenticating  Agent by giving written notice thereof to such\nAuthenticating  Agent  and to the  Company.  Upon  receiving  such a  notice  of\nresignation  or  upon  such  a  termination,   or  in  case  at  any  time  such\nAuthenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the\nprovisions of this Section,  the Trustee may appoint a successor  Authenticating\nAgent  which  shall be  acceptable  to the Company and shall give notice of such\nappointment to all Holders in the manner  provided in Section 106. Any successor\nAuthenticating  Agent upon acceptance of its appointment  hereunder shall become\nvested with all the rights, powers and duties of its predecessor hereunder, with\nlike effect as if  originally  named as an  Authenticating  Agent.  No successor\nAuthenticating  Agent shall be appointed unless eligible under the provisions of\nthis Section.\n\n     The Trustee  agrees to pay to each  Authenticating  Agent from time to time\nreasonable  compensation  for its services  under this Section,  and the Trustee\nshall be entitled to be reimbursed for such payments,  subject to the provisions\nof Section 607.\n\n     If an appointment is made pursuant to this Section, the Securities may have\nendorsed thereon, in addition to the Trustee's certificate of authentication, an\nalternative certificate of authentication in the following form:\n\n     This is one of the Securities described in the within-mentioned Indenture.\n\n\n\n                                   ----------------------------,\n                                                                      As Trustee\n\n\n\n                                                   By__________________________,\n                                                         As Authenticating Agent\n\n\n\n                                                   By___________________________\n                                                              Authorized Officer\n\n\n\n                                 ARTICLE SEVEN\n\n        Holders' Lists and Reports by Trustee and Company\n\n\nSECTION 701.   Company to Furnish Trustee Names and Addresses of\n               Holders.\n\n     The Company will furnish or cause to be furnished to the\nTrustee\n\n          (a)  semiannually,  not more than 15 days  after each  Regular  Record\n     Date, a list, in such form as the Trustee may  reasonably  require,  of the\n     names and addresses of the Holders as of such Regular Record Date, and\n\n          (b) at such other times as the Trustee may request in writing,  within\n     30 days after the  receipt by the  Company of any such  request,  a list of\n     similar  form and  content  as of a date not more than 15 days prior to the\n     time such list is furnished;\n\nexcluding from any such list names and addresses  received by the Trustee in its\ncapacity as Security Registrar.\n\n\nSECTION 702.   Preservation of Information; Communications to\n               Holders.\n\n     (a) The  Trustee  shall  preserve,  in as  current a form as is  reasonably\npracticable,  the names and  addresses  of Holders  contained in the most recent\nlist  furnished  to the  Trustee as  provided  in Section  701 and the names and\naddresses  of Holders  received  by the  Trustee  in its  capacity  as  Security\nRegistrar.  The  Trustee may  destroy  any list  furnished  to it as provided in\nSection 701 upon receipt of a new list so furnished.\n\n     (b) The rights of Holders to communicate with other Holders with respect to\ntheir rights under this Indenture or under the Securities, and the corresponding\nrights and duties of the  Trustee,  shall be as provided by the Trust  Indenture\nAct.\n\n     (c) Every Holder of Securities,  by receiving and holding the same,  agrees\nwith the Company and the  Trustee  that  neither the Company nor the Trustee nor\nany  agent  of  either  of them  shall  be held  accountable  by  reason  of any\ndisclosure of  information as to names and addresses of Holders made pursuant to\nthe Trust Indenture Act.\n\n\nSECTION 703.   Reports by Trustee.\n\n     (a) The Trustee  shall  transmit to Holders  such  reports  concerning  the\nTrustee and its actions under this Indenture as may be required  pursuant to the\nTrust Indenture Act at the times and in the manner provided pursuant thereto.\n\n     (b) A copy of each such report shall,  at the time of such  transmission to\nHolders,  be filed by the  Trustee  with  each  stock  exchange  upon  which the\nSecurities are listed,  with the  Commission  and with the Company.  The Company\nwill notify the Trustee when the Securities are listed on any stock exchange.\n\n\nSECTION 704.   Reports by Company.\n\n     The Company shall file with the Trustee and the Commission, and transmit to\nHolders,  such  information,  documents and other  reports,  and such  summaries\nthereof, as may be required pursuant to the Trust Indenture Act at the times and\nin the manner provided pursuant to such Act; provided that any such information,\ndocuments  or reports  required  to be filed  with the  Commission  pursuant  to\nSection 13 or 15(d) of the Exchange Act,  shall be filed with the Trustee within\n15 days after the same is so required to be filed with the Commission.\n\n\n\n                                 ARTICLE EIGHT\n\n     Consolidation, Merger, Conveyance, Transfer or Lease\n\n\nSECTION 801.   Company May Consolidate, Etc., Only on Certain\n               Terms.\n\n     The Company shall not consolidate  with or merge into any other Person,  or\nconvey, transfer or lease its properties and assets substantially as an entirety\nto any other  Person,  and the  Company  shall not  permit  any other  Person to\nconsolidate  with or merge into the  Company or  convey,  transfer  or lease its\nproperties and assets substantially as an entirety to the Company, unless:\n\n\n          (1) if  applicable,  the Person formed by such  consolidation  or into\n     which the Company is merged or the Person which acquires the properties and\n     assets of the Company  substantially  as an entirety is a Person  organized\n     and validly  existing  under the laws of the United States of America,  any\n     state  thereof or the District of Columbia and such Person  (including  any\n     such Person who is an individual)  shall expressly  assume, by an indenture\n     supplemental  hereto,  executed  and  delivered  to the  Trustee,  all  the\n     obligations  of the Company  under the  Securities  and this  Indenture and\n     shall have provided for conversion  rights in accordance  with Section 1311\n     hereof;\n\n\n          (2)  immediately  after giving effect to such  consolidation,  merger,\n     conveyance,  transfer or lease,  no Event of Default,  and no event  which,\n     after  notice or lapse of time or both,  would  become an Event of Default,\n     shall have happened and be continuing;\n\n\n          (3) such consolidation, merger, conveyance,\n     transfer or lease does not adversely affect the\n     validity or enforceability of the Securities; and\n\n\n          (4) the  Company  shall have  delivered  to the  Trustee an  Officers'\n     Certificate   and  an  Opinion  of   Counsel,   each   stating   that  such\n     consolidation, merger, conveyance, transfer or lease and, if a supplemental\n     indenture  is  required  in   connection   with  such   transaction,   such\n     supplemental  indenture  (if  any),  comply  with  this  Indenture  and the\n     Securities and that all conditions  precedent  herein provided for relating\n     to such transaction have been satisfied.\n\n\nSECTION 802.   Successor Substituted.\n\n     Upon any  consolidation of the Company with, or merger of the Company into,\nany other  Person or any  conveyance,  transfer or lease of the  properties  and\nassets of the Company  substantially  as an entirety in accordance  with Section\n801, the successor Person formed by such consolidation or into which the Company\nis merged or to which such  conveyance,  transfer or lease is made shall succeed\nto, and be  substituted  for,  and may  exercise  every  right and power of, the\nCompany under this Indenture  with the same effect as if such  successor  Person\nhad been named as the Company herein,  and  thereafter,  except in the case of a\nlease, the predecessor Person shall be relieved of all obligations and covenants\nunder this Indenture and the Securities.\n\n\n\n                                  ARTICLE NINE\n\n                            Supplemental Indentures\n\n\nSECTION 901.   Supplemental Indentures Without Consent of\n               Holders.\n\n     Without the consent of any Holders, the Company, when authorized by a Board\nResolution,  and the Trustee,  at any time and from time to time, may enter into\none or more indentures supplemental hereto, in form satisfactory to the Trustee,\nfor any of the following purposes:\n\n          (1)  to evidence the succession of another Person\n     to the Company and the assumption by any such\n     successor of the covenants of the Company herein and\n     in the Securities; or\n\n          (2)  to add to the covenants of the Company for\n     the benefit of the Holders, or to surrender any right\n     or power herein conferred upon the Company; or\n\n          (3)  to secure the Securities; or\n\n          (4)  to make provision with respect to the\n     conversion rights of Holders pursuant to the\n     requirements of Section 1311; or\n\n          (5)  to  evidence  and  provide  for  the  acceptance  of  appointment\n     hereunder by a successor  Trustee with respect to the Securities and to add\n     to or change any of the  provisions of this Indenture as shall be necessary\n     to provide for or facilitate the  administration of the trusts hereunder by\n     more than one Trustee; or\n\n          (6)  to add any additional Events of Default; or\n\n          (7) to cure any  ambiguity,  to correct or  supplement  any  provision\n     herein which may be  inconsistent  with any other provision  herein,  or to\n     make any other  provisions  with  respect to matters or  questions  arising\n     under this Indenture which shall not be inconsistent with the provisions of\n     this Indenture, provided that such action pursuant to this clause (7) shall\n     not adversely affect the interests of the Holders in any material  respect;\n     or\n\n          (8)  to  cause  the  Indenture  and  the  Securities  to  comply  with\n     applicable law, including the Trust Indenture Act.\n\n\nSECTION 902.   Supplemental Indentures With Consent of Holders.\n\n     With the consent of the  Holders of not less than a majority  in  principal\namount of the Outstanding  Securities,  by Act of said Holders  delivered to the\nCompany and the Trustee, the Company, when authorized by a Board Resolution, and\nthe Trustee may enter into an indenture or  indentures  supplemental  hereto for\nthe purpose of adding any provisions to or changing in any manner or eliminating\nany of the provisions of this Indenture or of modifying in any manner the rights\nof  the  Holders  under  this  Indenture;   provided,   however,  that  no  such\nsupplemental  indenture  shall,  without  the  consent  of the  Holder  of  each\nOutstanding Security affected thereby,\n\n          (1) change the Stated Maturity of the principal of, or any installment\n     of interest on, any Security, or reduce the principal amount thereof or the\n     rate of  interest  thereon  or any  premium  payable  upon  the  redemption\n     thereof,  or change the place of payment where,  or the coin or currency in\n     which,  any  Security  or any premium or  interest  thereon is payable,  or\n     impair the right to institute suit for the  enforcement of any such payment\n     on or after the Stated Maturity thereof (or, in the case of redemption,  on\n     or after the Redemption Date), or adversely affect the right to convert any\n     Security as provided in Article  Thirteen  (except as  permitted by Section\n     901(4)),  or adversely  affect the right to cause the Company to repurchase\n     any Security pursuant to Article Fourteen, or modify the provisions of this\n     Indenture with respect to the  subordination  of the Securities in a manner\n     adverse to the Holders, or\n\n          (2) reduce  the  percentage  in  principal  amount of the  Outstanding\n     Securities,  the  consent  of  whose  Holders  is  required  for  any  such\n     supplemental indenture, or the consent of whose Holders is required for any\n     waiver (of compliance with certain  provisions of this Indenture or certain\n     defaults hereunder and their consequences)  provided for in this Indenture,\n     or\n\n          (3)  modify any of the  provisions  of this  Section  or Section  513,\n     except to increase any such  percentage  or to provide  that certain  other\n     provisions  of this  Indenture  cannot be  modified  or waived  without the\n     consent of the Holder of each Outstanding Security affected thereby.\n\n     It shall not be  necessary  for any Act of Holders  under  this  Section to\napprove the particular form of any proposed supplemental indenture, but it shall\nbe sufficient if such Act shall approve the substance thereof.\n\n\nSECTION 903.   Execution of Supplemental Indentures.\n\n     In  executing,   or  accepting  the  additional   trusts  created  by,  any\nsupplemental indenture permitted by this Article or the modifications thereby of\nthe trusts created by this Indenture,  the Trustee shall be entitled to receive,\nand  (subject  to Section  601) shall be fully  protected  in relying  upon,  an\nOpinion of Counsel stating that the execution of such supplemental  indenture is\nauthorized  or  permitted by this  Indenture.  The Trustee may, but shall not be\nobligated  to,  enter into any such  supplemental  indenture  which  affects the\nTrustee's own rights, duties or immunities under this Indenture or otherwise.\n\n\nSECTION 904.   Effect of Supplemental Indentures.\n\n     Upon the execution of any supplemental  indenture under this Article,  this\nIndenture  shall be  modified in  accordance  therewith,  and such  supplemental\nindenture shall form a part of this Indenture for all purposes; and every Holder\nof Securities  theretofore or thereafter  authenticated and delivered  hereunder\nshall be bound thereby.\n\n\nSECTION 905.   Conformity with Trust Indenture Act.\n\n     Every  supplemental  indenture  executed  pursuant  to this  Article  shall\nconform to the requirements of the Trust Indenture Act.\n\n\nSECTION 906.   Reference in Securities to Supplemental\n               Indentures.\n\n     Securities   authenticated   and  delivered  after  the  execution  of  any\nsupplemental  indenture  pursuant to this  Article may, and shall if required by\nthe  Trustee,  bear a notation in form  approved by the Trustee as to any matter\nprovided for in such supplemental  indenture. If the Company shall so determine,\nnew Securities so modified as to conform,  in the opinion of the Trustee and the\nCompany, to any such supplemental  indenture may be prepared and executed by the\nCompany  and  authenticated  and  delivered  by  the  Trustee  in  exchange  for\nOutstanding Securities.\n\n\n\n                                  ARTICLE TEN\n\n                                   Covenants\n\n\nSECTION 1001.  Payment of Principal, Premium and Interest.\n\n     The Company will duly and punctually pay the principal of (and premium,  if\nany)  and  interest  on the  Securities  in  accordance  with  the  terms of the\nSecurities and this Indenture.\n\n\nSECTION 1002.  Maintenance of Office or Agency.\n\n     The Company will maintain in the Borough of Manhattan, The City of New York\nan office  or agency  where  Securities  may be  presented  or  surrendered  for\npayment,  where  Securities may be surrendered  for  registration of transfer or\nexchange,  where  Securities may be surrendered for conversion and where notices\nand  demands  to or upon the  Company  in  respect  of the  Securities  and this\nIndenture  may be served.  The Company  will give prompt  written  notice to the\nTrustee of the  location,  and any  change in the  location,  of such  office or\nagency.  If at any time the  Company  shall fail to maintain  any such  required\noffice or agency or shall fail to furnish the Trustee with the address  thereof,\nsuch presentations, surrenders, notices and demands may be made or served at the\nCorporate  Trust  Office of the  Trustee,  and the Company  hereby  appoints the\nTrustee as its agent to receive all such presentations,  surrenders, notices and\ndemands.\n\n     The Company may also from time to time  designate one or more other offices\nor agencies (in or outside the Borough of Manhattan, The City of New York) where\nthe Securities may be presented or surrendered  for any or all such purposes and\nmay from time to time rescind such designations; provided, however, that no such\ndesignation  or  rescission  shall in any  manner  relieve  the  Company  of its\nobligation to maintain an office or agency in the Borough of Manhattan, The City\nof New York for such  purposes.  The Company will give prompt  written notice to\nthe  Trustee  of any such  designation  or  rescission  and of any change in the\nlocation of any such other office or agency.\n\n\nSECTION 1003.  Money for Security to Be Held in Trust.\n\n     If the Company shall at any time act as its own Paying  Agent,  it will, on\nor before each due date of the principal of (and premium, if any) or interest on\nany of the  Securities,  segregate  and hold in  trust  for the  benefit  of the\nPersons entitled thereto a sum sufficient to pay the principal (and premium,  if\nany) or interest so becoming  due until such sums shall be paid to such  Persons\nor otherwise disposed of as herein provided and will promptly notify the Trustee\nof its action or failure so to act.\n\n     Whenever the Company shall have one or more Paying Agents,  it will,  prior\nto each due date of the  principal of (and  premium,  if any) or interest on any\nSecurities,  deposit  with a Paying Agent a sum  sufficient  to pay such amount,\nsuch sum to be held as provided by the Trust  Indenture  Act,  and (unless  such\nPaying Agent is the Trustee) the Company will promptly notify the Trustee of its\naction or failure so to act.\n\n     The Company  will cause each Paying Agent other than the Trustee to execute\nand deliver to the Trustee an  instrument in which such Paying Agent shall agree\nwith the Trustee,  subject to the  provisions of this Section,  that such Paying\nAgent will (i) comply with the provisions of the Trust  Indenture Act applicable\nto it as a Paying  Agent and (ii) during the  continuance  of any default by the\nCompany (or any other obligor upon the  Securities) in the making of any payment\nin respect of the Securities, upon the written request of the Trustee, forthwith\npay to the Trustee all sums held in trust by such Paying Agent as such.\n\n     The Company may at any time, for the purpose of obtaining the  satisfaction\nand  discharge of this  Indenture or for any other  purpose,  pay, or by Company\nOrder  direct any Paying  Agent to pay, to the Trustee all sums held in trust by\nthe Company or such Paying  Agent,  such sums to be held by the Trustee upon the\nsame  trusts as those  upon  which  such sums were held by the  Company  or such\nPaying Agent;  and,  upon such payment by any Paying Agent to the Trustee,  such\nPaying Agent shall be released from all further  liability  with respect to such\nmoney.\n\n     Any money  deposited with the Trustee or any Paying Agent,  or then held by\nthe Company,  in trust for the payment of the principal of (and premium, if any)\nor interest on any Security  and  remaining  unclaimed  for two years after such\nprincipal (and premium,  if any) or interest has become due and payable shall be\npaid to the Company on Company  Request,  or (if then held by the Company) shall\nbe discharged from such trust; and the Holder of such Security shall thereafter,\nas an unsecured general creditor,  look only to the Company for payment thereof,\nand all liability of the Trustee or such Paying Agent with respect to such trust\nmoney,  and all  liability of the Company as trustee  thereof,  shall  thereupon\ncease.\n\nSECTION 1004.  Statement by Officers as to Default.\n\n     The Company shall  deliver to the Trustee,  within 90 days after the end of\neach fiscal year of the  Company  ending  after the date  hereof,  an  Officers'\nCertificate, stating whether or not to the best knowledge of the signers thereof\nthe Company is in default in the performance and observance of any of the terms,\nprovisions  and conditions of this  Indenture  (without  regard to any period of\ngrace or requirement of notice provided  hereunder) and, if the Company shall be\nin default,  specifying  all such defaults and the nature and status  thereof of\nwhich they may have knowledge.\n\n\nSECTION 1005.  Existence.\n\n     Subject  to Article  Eight,  the  Company  shall do or cause to be done all\nthings  necessary to preserve  and keep in full force and effect its  existence,\nrights  (charter and  statutory) and  franchises;  provided,  however,  that the\nCompany  shall not be required to preserve  any such right or  franchise  if the\nBoard of Directors  shall determine that the  preservation  thereof is no longer\ndesirable  in the  conduct  of the  business  of the  Company  and that the loss\nthereof is not disadvantageous in any material respect to the Holders.\n\n\nSECTION 1006.  Maintenance of Properties.\n\n     The Company shall cause all properties used or useful in the conduct of its\nbusiness or the business of any  Subsidiary  to be  maintained  and kept in good\ncondition,  repair and working order and supplied  with all necessary  equipment\nand  will  cause  to be made  all  necessary  repairs,  renewals,  replacements,\nbetterments and improvements  thereof, all as in the judgment of the Company may\nbe necessary  so that the business  carried on in  connection  therewith  may be\nproperly and  advantageously  conducted at all times;  provided,  however,  that\nnothing in this  Section  shall  prevent  the  Company  from  discontinuing  the\noperation or maintenance of any of such properties if such discontinuance is, in\nthe  judgment of the  Company,  desirable  in the conduct of its business or the\nbusiness of any Subsidiary and not  disadvantageous  in any material  respect to\nthe Holders.\n\n\nSECTION 1007.  Payment of Taxes and Other Claims.\n\n     The  Company  shall  pay or  discharge  or cause to be paid or  discharged,\nbefore  the  same  shall  become  delinquent,  (1) all  taxes,  assessments  and\ngovernmental  charges  levied or imposed upon the Company or any  Subsidiary  or\nupon the income,  profits or property of the Company or any Subsidiary,  and (2)\nall lawful claims for labor,  materials and supplies which, if unpaid,  might by\nlaw become a lien upon the property of the Company or any Subsidiary;  provided,\nhowever,  that the Company shall not be required to pay or discharge or cause to\nbe paid or discharged  any such tax,  assessment,  charge or claim whose amount,\napplicability  or  validity  is being  contested  in good  faith by  appropriate\nproceedings.\n\n\nSECTION 1008.  Usury Laws.\n\n     The Company  covenants and agrees:  (a) not to insist upon, or plead, or in\nany manner whatsoever claim the benefit or the advantage of the usury law of any\njurisdiction  against the Trustee or the Holders in  connection  with any claim,\naction or proceeding which may be brought by the Trustee or the Holders in order\nto enforce any right or remedy under this  Indenture;  and (b) to resist any and\nall efforts to compel the Company to claim the benefit or the  advantage  of the\nusury law of any  jurisdiction  against the Trustee or the Holders in connection\nwith any claim,  action or proceeding which may be brought by the Trustee or the\nHolders in order to enforce any right or remedy under this Indenture.\n\n\n\n                                 ARTICLE ELEVEN\n\n                            Redemption of Securities\n\n\nSECTION 1101.  Right of Redemption.\n\n     The Securities  may be redeemed at the election of the Company,  as a whole\nor from  time to time in part,  at any time on or after  April 1,  1997,  at the\nRedemption  Prices  specified  in the form of Security  hereinbefore  set forth,\ntogether with accrued interest to but excluding the Redemption Date.\n\n\nSECTION 1102.  Applicability of Article.\n\n     Redemption of  Securities  at the election of the Company,  as permitted by\nany provision of this Indenture, shall be made in accordance with such provision\nand this Article.\n\n\nSECTION 1103.  Election to Redeem; Notice to Trustee.\n\n     The  election of the Company to redeem any  Securities  pursuant to Section\n1101 shall be evidenced by a Board Resolution.  In case of any redemption at the\nelection of the Company of less than all the  Securities,  the Company shall, at\nleast 60 days  prior to the  Redemption  Date  fixed by the  Company  (unless  a\nshorter notice shall be satisfactory to the Trustee), notify the Trustee of such\nRedemption Date and of the principal amount of Securities to be redeemed,  which\nprincipal amount shall not be less than $1,000,000 in the aggregate.\n\n\nSECTION 1104.  Selection by Trustee of Securities to Be\n               Redeemed.\n\n     If  less  than  all  the  Securities  are to be  redeemed,  the  particular\nSecurities  to be redeemed  shall be selected not more than 60 days prior to the\nRedemption Date by the Trustee,  from the Outstanding  Securities not previously\ncalled  for  redemption,  by such  method  as the  Trustee  shall  deem fair and\nappropriate  and which may provide for the selection for  redemption of portions\n(equal to $1,000 or any integral  multiple  thereof) of the principal  amount of\nSecurities of a denomination larger than $1,000.\n\n     If any Security selected for partial redemption is converted in part before\ntermination of the conversion  right with respect to the portion of the Security\nso selected,  the converted  portion of such Security shall be deemed (so far as\nmay be) to be the portion  selected for redemption.  Securities  which have been\nconverted  during a selection of Securities  to be redeemed  shall be treated by\nthe Trustee as Outstanding for the purpose of such selection.\n\n     The Trustee shall promptly  notify the Company and each Security  Registrar\nin writing of the  Securities  selected for  redemption  and, in the case of any\nSecurities selected for partial  redemption,  the principal amount thereof to be\nredeemed.\n\n     For all purposes of this Indenture,  unless the context otherwise requires,\nall  provisions  relating to the redemption of Securities  shall relate,  in the\ncase of any  Securities  redeemed or to be redeemed only in part, to the portion\nof the principal amount of such Securities which has been or is to be redeemed.\n\n\nSECTION 1105.  Notice of Redemption.\n\n     Notice of redemption shall be given by first-class  mail,  postage prepaid,\nmailed not less than 15 nor more than 60 days prior to the  Redemption  Date, to\neach  Holder of  Securities  to be  redeemed,  at his address  appearing  in the\nSecurity Register.\n\n     All notices of redemption shall state:\n          (1)  the Redemption Date,\n          (2)  the Redemption Price,\n          (3) if less than all the  Outstanding  Securities  are to be redeemed,\n     the  identification  (and,  in  the  case  of  partial  redemption  of  any\n     Securities,  the  principal  amounts) of the  particular  Securities  to be\n     redeemed,\n\n          (4) that on the Redemption  Date the Redemption  Price will become due\n     and  payable  upon each such  Security  to be  redeemed  and that  interest\n     thereon will cease to accrue on and after said date,\n\n          (5) the conversion  price,  the date on which the right to convert the\n     Securities to be redeemed will terminate and the place or places where such\n     Securities may be surrendered for conversion, and\n\n          (6) the place or places where such  Securities  are to be  surrendered\n     for payment of the Redemption Price.\n\n     Notice of  redemption  of  Securities to be redeemed at the election of the\nCompany  shall be given by the  Company  or, at the  Company's  request,  by the\nTrustee in the name and at the expense of the Company.\n\n\nSECTION 1106.  Deposit of Redemption Price.\n\n     Prior to any Redemption Date, the Company shall deposit with the Trustee or\nwith a Paying  Agent (or,  if the  Company  is acting as its own  Paying  Agent,\nsegregate  and hold in trust as  provided  in  Section  1003) an amount of money\nsufficient to pay the Redemption  Price of, and (except if the  Redemption  Date\nshall be an Interest Payment Date) accrued interest on, all the Securities which\nare to be redeemed on that date other than any Securities (or portions  thereof)\ncalled for redemption on that date which have been  converted  prior to the date\nof such deposit.\n\n     If any Security (or portion  thereof)  called for  redemption is converted,\nany money  deposited  with the Trustee or with any Paying Agent or so segregated\nand held in trust for the  redemption  of such  Security  shall  (subject to any\nright of the Holder of such  Security  or any  Predecessor  Security  to receive\ninterest  as  provided  in the last  paragraph  of  Section  307) be paid to the\nCompany  upon  Company  Request  or,  if then  held  by the  Company,  shall  be\ndischarged from such trust.\n\n\nSECTION 1107.  Securities Payable on Redemption Date.\n\n     Notice of redemption  having been given as aforesaid,  the Securities so to\nbe  redeemed  shall,  on the  Redemption  Date,  become  due and  payable at the\nRedemption  Price  therein  specified,  and from and after such date (unless the\nCompany  shall  default  in the  payment  of the  Redemption  Price and  accrued\ninterest) such  Securities  shall cease to bear interest.  Upon surrender of any\nsuch Security for redemption in accordance with said notice, such Security shall\nbe paid by the Company at the Redemption  Price,  together with accrued interest\nto the Redemption Date; provided,  however,  that installments of interest whose\nStated  Maturity is on or prior to the  Redemption  Date shall be payable to the\nHolders of such Securities, or one or more Predecessor Securities, registered as\nsuch at the close of business on the relevant  Record  Dates  according to their\nterms and the provisions of Section 307.\n\n     If any Security  called for redemption  shall not be so paid upon surrender\nthereof for redemption,  the principal (and premium,  if any) shall, until paid,\nbear interest from the Redemption Date at the rate borne by the Security.\n\n\nSECTION 1108.  Securities Redeemed in Part.\n\n     Any Security  which is to be redeemed only in part shall be  surrendered at\nan office or agency of the  Company  designated  for that  purpose  pursuant  to\nSection 1002 (with,  if the Company or the Trustee so requires,  due endorsement\nby, or a written  instrument of transfer in form  satisfactory to the Company or\nthe Trustee duly executed by, the Holder thereof or his attorney duly authorized\nin writing),  and the Company shall execute,  and the Trustee shall authenticate\nand  deliver  to the  Holder of such  Security  without  service  charge,  a new\nSecurity or  Securities,  of any  authorized  denomination  as requested by such\nHolder,  in  aggregate  principal  amount  equal  to and  in  exchange  for  the\nunredeemed portion of the principal of the Security so surrendered.\n\n\n\n                                 ARTICLE TWELVE\n\n                          Subordination of Securities\n\n\nSECTION 1201.  Securities Subordinate to Senior Indebtedness.\n\n     The Company  covenants  and agrees,  and each Holder of a Security,  by his\nacceptance  thereof,  likewise covenants and agrees,  that, to the extent and in\nthe manner  hereinafter set forth in this Article  (subject to the provisions of\nArticle Four), the indebtedness represented by the Securities and the payment of\nthe  principal  of (and  premium,  if any) and  interest  on each and all of the\nSecurities  (including any repurchases or payments pursuant to Article Fourteen)\nare hereby  expressly  made  subordinate  and subject in right of payment to the\nprior payment in full of all Senior Indebtedness.\n\n\nSECTION 1202.  Payment Over of Proceeds Upon Dissolution, Etc.\n\n     In the event of (1) any insolvency or bankruptcy case or proceeding, or any\nreceivership, liquidation, reorganization or other similar case or proceeding in\nconnection therewith,  relative to the Company or to its creditors,  as such, or\nto a substantial  part of its assets,  or (2) any  liquidation,  dissolution  or\nother winding up of the Company, whether voluntary or involuntary and whether or\nnot involving insolvency or bankruptcy, or (3) any assignment for the benefit of\ncreditors or any other  marshalling  of assets and  liabilities  of the Company,\nthen and in any such event  specified in (1), (2) or (3) above (each such event,\nif any, herein  sometimes  referred to as a \"Proceeding\")  the holders of Senior\nIndebtedness  shall be entitled to receive payment in full of all amounts due or\nto become due on or in respect of all Senior Indebtedness, or provision shall be\nmade for such  payment  in cash or cash  equivalents  or  otherwise  in a manner\nsatisfactory  to the holders of Senior  Indebtedness,  before the Holders of the\nSecurities  are entitled to receive any payment or  distribution  of any kind or\ncharacter,  whether in cash, property or securities,  on account of principal of\n(or premium, if any) or interest on the Securities or on account of any purchase\n(including any repurchase  pursuant to Article Fourteen) or other acquisition of\nSecurities by the Company or any  Subsidiary of the Company (all such  payments,\ndistributions,  purchases and acquisitions  herein referred to, individually and\ncollectively,  as a  \"Securities  Payment\"),  and to that end the holders of all\nSenior Indebtedness shall be entitled to receive, for application to the payment\nthereof,  any Securities  Payment which may be payable or deliverable in respect\nof the Securities in any such Proceeding.\n\n     In the  event  that,  notwithstanding  the  foregoing  provisions  of  this\nSection,  the  Trustee or the Holder of any  Security  shall have  received  any\nSecurities  Payment  before all Senior  Indebtedness  is paid in full or payment\nthereof  provided  for in cash or cash  equivalents  or  otherwise  in a  manner\nsatisfactory to the holders of Senior  Indebtedness,  and if such fact shall, at\nor prior to the time of such  Securities  Payment,  have been made  known to the\nTrustee  or,  as the case may be,  such  Holder,  then  and in such  event  such\nSecurities  Payment shall be paid over or delivered  forthwith to the trustee in\nbankruptcy,  receiver,  liquidating trustee, custodian, assignee, agent or other\nPerson making payment or  distribution  of assets of the Company for application\nto the  payment  of all  Senior  Indebtedness  remaining  unpaid,  to the extent\nnecessary to pay all Senior  Indebtedness  in full,  after giving  effect to any\nconcurrent payment or distribution to or for the holders of Senior Indebtedness.\n\n     For purposes of this Article only,  the words \"any payment or  distribution\nof any kind or character,  whether in cash, property or securities\" shall not be\ndeemed to  include a  payment  or  distribution  of stock or  securities  of the\nCompany provided for by a plan of reorganization  or readjustment  authorized by\nan order or  decree of a court of  competent  jurisdiction  in a  reorganization\nproceeding  under any  applicable  bankruptcy  law or of any  other  corporation\nprovided  for by such plan of  reorganization  or  readjustment,  which stock or\nsecurities are subordinated in right of payment to all then  outstanding  Senior\nIndebtedness to  substantially  the same extent as, or to a greater extent than,\nthe  Securities  are  so   subordinated   as  provided  in  this  Article.   The\nconsolidation  of the Company with,  or the merger of the Company into,  another\nPerson or the liquidation or dissolution or the Company following the conveyance\nor  transfer  of all or  substantially  all of its  properties  and assets as an\nentirety to another  Person upon the terms and  conditions  set forth in Article\nEight shall not be deemed a  Proceeding  for the purposes of this Section if the\nPerson formed by such  consolidation  or into which the Company is merged or the\nPerson which  acquires by  conveyance  or transfer  such  properties  and assets\nsubstantially  as an  entirety,  as the  case may be,  shall,  as a part of such\nconsolidation,  merger,  conveyance or transfer,  comply with the conditions set\nforth in Article Eight.\n\n\nSECTION 1203.  Prior Payment to Senior Indebtedness Upon\n               Acceleration of Securities.\n\n     In the event that any  Securities are declared due and payable before their\nStated Maturity,  then and in such event the holders of the Senior  Indebtedness\noutstanding  at the time such  Securities  so become  due and  payable  shall be\nentitled to receive payment in full of all amounts due or to become due on or in\nrespect of all Senior Indebtedness,  or provision shall be made for such payment\nin cash or cash equivalents or otherwise in a manner satisfactory to the holders\nof such Senior  Indebtedness,  before the Holders of the Securities are entitled\nto receive any Securities Payment (including any payment which may be payable by\nreason  of  the  payment  of  any  other   indebtedness  of  the  Company  being\nsubordinated to the payment of the Securities).\n\n     In the event that,  notwithstanding  the foregoing,  the Company shall make\nany Securities  Payment to the Trustee or any Holder prohibited by the foregoing\nprovisions of this Section,  and if such fact shall,  at or prior to the time of\nsuch Securities Payment, have been made known to the Trustee or, as the case may\nbe, such Holder,  then and in such event such  Securities  Payment shall be paid\nover and delivered forthwith to the Company.\n\n     The  provisions of this Section shall not apply to any  Securities  Payment\nwith respect to which Section 1202 would be applicable.\n\n\nSECTION 1204.  No Payment in Certain Circumstances.\n\n     (a) In the event and during the  continuation of any default in the payment\nof any Senior  Indebtedness in excess of $5,000,000  beyond any applicable grace\nperiod with respect  thereto,  no  Securities  Payment  shall be made unless and\nuntil  such  default  is cured  or  waived  or  ceases  to exist or such  Senior\nIndebtedness is discharged.\n\n     (b) During  the  continuation  of any  non-payment  event of  default  with\nrespect to any  Designated  Senior  Indebtedness  pursuant to which the maturity\nthereof  may  be  accelerated,   no  Securities  Payment  or  other  payment  or\ndistribution  of any assets of the Company of any kind or character  (other than\npayments  of  amounts  already  deposited  in  accordance  with  the  defeasance\nprovisions  of the  Indenture)  shall  be  made by the  Company  on  account  of\nSubordinated  Obligations  or on account of the  purchase,  redemption  or other\nacquisition  of the  Securities  for the period  specified  below (the  \"Payment\nBlockage  Period\").  The Payment Blockage Period shall commence upon the receipt\nof notice by the Company or the Trustee from any  representative  of a holder of\nDesignated  Senior  Indebtedness  and shall end on the  earlier  of (i) 179 days\nthereafter,  (ii) the date on which  such  event is cured or waived or ceases to\nexist or on which such Designated Senior  Indebtedness is discharged,  (iii) the\ndate on which the maturity of any Indebtedness (other than Senior  Indebtedness)\nshall have been  accelerated by virtue of such event,  or (iv) the date on which\nsuch Payment Blockage Period shall have been terminated by notice to the Company\nor the  Trustee  from the  representative  of holders of the  Designated  Senior\nIndebtedness  initiating such Payment Blockage  Period,  after which the Company\nshall resume making any and all required  payments in respect of the Securities,\nincluding any missed payments. Only one Payment Blockage Period may be commenced\nduring any period of 365  consecutive  days. No event of default with respect to\nDesignated Senior Indebtedness that existed or was continuing on the date of the\ncommencement  of any  Payment  Blockage  Period with  respect to the  Designated\nSenior Indebtedness  initiating such Payment Blockage Period will be, or can be,\nmade the basis for the  commencement of a second Payment Blockage Period whether\nor not within a period of 365 consecutive days, unless such event of default has\nbeen cured or waived for a period of not less than 90  consecutive  days.  In no\nevent may a Payment Blockage Period extend beyond 179 days.\n\n     In the event that,  notwithstanding  the foregoing,  the Company shall make\nany Securities  Payment to the Trustee or any Holder prohibited by the foregoing\nprovisions of this Section,  and if such fact shall,  at or prior to the time of\nsuch Securities Payment, have been made known to the Trustee or, as the case may\nbe, such Holder,  then and in such event such  Securities  Payment shall be paid\nover and delivered forthwith to the Company.\n\n     The  provisions of this Section shall not apply to any  Securities  Payment\nwith respect to which Section 1202 would be applicable.\n\n\nSECTION 1205.  Payment Permitted If No Default.\n\n     Nothing  contained in this Article or elsewhere in this Indenture or in any\nof the Securities  shall prevent (1) the Company,  at any time except during the\npendency of any  Proceeding  referred to in Section 1202 or under the conditions\ndescribed in Section 1203 or 1204, from making Securities  Payments,  or (2) the\napplication  by  the  Trustee  of any  money  deposited  with  it  hereunder  to\nSecurities  Payments or the retention of such Securities Payment by the Holders,\nif, at the time of such  application  by the Trustee,  it did not have knowledge\nthat such  Securities  Payment would have been  prohibited by the  provisions of\nthis Article.\n\n\nSECTION 1206.  Subrogation to Rights of Holders of Senior\n               Indebtedness.\n\n     Subject to the payment in full of all amounts due or to become due on or in\nrespect of Senior  Indebtedness,  or the  provision  for such payment in cash or\ncash equivalents or otherwise in a manner  satisfactory to the holders of Senior\nIndebtedness, the Holders of the Securities shall be subrogated to the extent of\nthe payments or  distributions  made to the holders of such Senior  Indebtedness\npursuant to the provisions of this Article (equally and ratably with the holders\nof all indebtedness of the Company which by its express terms is subordinated to\nindebtedness of the Company to  substantially  the same extent as the Securities\nare subordinated and is entitled to like rights of subrogation) to the rights of\nthe holders of such Senior Indebtedness to receive payments and distributions of\ncash,  property and securities  applicable to the Senior  Indebtedness until the\nprincipal of (and premium,  if any) and interest on the Securities shall be paid\nin full. For purposes of such  subrogation,  no payments or distributions to the\nholders of the Senior  Indebtedness of any cash, property or securities to which\nthe Holders of the  Securities or the Trustee  would be entitled  except for the\nprovisions of this Article,  and no payments over pursuant to the  provisions of\nthis Article to the holders of Senior  Indebtedness by Holders of the Securities\nor the Trustee, shall, as among the Company, its creditors other than holders of\nSenior Indebtedness and the Holders of the Securities, be deemed to be a payment\nor distribution by the Company to or on account of the Senior Indebtedness.\n\n\nSECTION 1207.  Provisions Solely to Define Relative Rights.\n\n     The provisions of this Article are and are intended  solely for the purpose\nof defining the  relative  rights of the Holders on the one hand and the holders\nof Senior  Indebtedness on the other hand.  Nothing contained in this Article or\nelsewhere  in this  Indenture or in the  Securities  is intended to or shall (1)\nimpair,  as among the  Company,  its  creditors  other  than  holders  of Senior\nIndebtedness  and the Holders of the Securities,  the obligation of the Company,\nwhich is absolute and unconditional, to pay to the Holders of the Securities the\nprincipal of (and premium,  if any) and interest on the Securities,  and to make\nany repurchases of the Securities  required by Article Fourteen  hereof,  as and\nwhen the same shall become due and payable in accordance  with the terms hereof;\nor (2) affect the  relative  rights  against  the  Company of the Holders of the\nSecurities  and  creditors  of the  Company  other  than the  holders  of Senior\nIndebtedness;  or (3)  prevent the  Trustee or the Holder of any  Security  from\nexercising all remedies otherwise permitted by applicable law upon default under\nthis Indenture, subject to the rights, if any, under this Article of the holders\nof Senior  Indebtedness  to receive  cash,  property  and  securities  otherwise\npayable or deliverable to the Trustee or such Holder.\n\n\nSECTION 1208.  Trustee to Effectuate Subordination and Payment\n               Provisions.\n\n     Each Holder of a Security by his acceptance  thereof authorizes and directs\nthe Trustee on his behalf to take such action as may be necessary or appropriate\nto effectuate the subordination and payment provisions  provided in this Article\nand appoints the Trustee his attorney-in-fact for any and all such purposes.\n\n\nSECTION 1209.  No Waiver of Subordination Provisions.\n\n     No right of any  present  or future  holder of any Senior  Indebtedness  to\nenforce  subordination  as  herein  provided  shall  at any  time  in any way be\nprejudiced  or  impaired by any act or failure to act on the part of the Company\nor by any act or failure to act, in good faith,  by any such  holder,  or by any\nnoncompliance  by the Company with the terms,  provisions  and covenants of this\nIndenture,  regardless of any  knowledge  thereof any such holder may have or be\notherwise charged with.\n\n     Without in any way limiting the generality of the foregoing paragraph,  the\nholders of Senior  Indebtedness may, at any time and from time to time,  without\nthe  consent  of or notice to the  Trustee  or the  Holders  of the  Securities,\nwithout  incurring  responsibility  to the Holders of the Securities and without\nimpairing  or  releasing  the  subordination  provided  in this  Article  or the\nobligations  hereunder of the Holders of the Securities to the holders of Senior\nIndebtedness,  do any one or more of the following: (i) change the manner, place\nor terms of payment or extend the time of payment of, or renew or alter,  Senior\nIndebtedness, or otherwise amend or supplement in any manner Senior Indebtedness\nor any  instrument  evidencing  the same or any  agreement  under  which  Senior\nIndebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with\nany property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii)\nrelease  any  Person  liable  in  any  manner  for  the   collection  of  Senior\nIndebtedness;  and (iv) exercise or refrain from  exercising  any rights against\nthe Company and any other Person.\n\n\nSECTION 1210.  Notice to Trustee.\n\n     The  Company  shall give prompt  written  notice to the Trustee of any fact\nknown to the Company which would prohibit the making of any payment to or by the\nTrustee in respect of the  Securities.  Notwithstanding  the  provisions of this\nArticle or any other  provision  of this  Indenture,  the  Trustee  shall not be\ncharged with  knowledge of the  existence of any facts which would  prohibit the\nmaking of any payment to or by the Trustee in respect of the Securities,  unless\nand until the  Trustee  shall have  received  written  notice  thereof  from the\nCompany or a holder of Senior  Indebtedness or from any trustee  therefor;  and,\nprior to the receipt of any such written  notice,  the  Trustee,  subject to the\nprovisions  of Section 601,  shall be entitled in all respects to assume that no\nsuch facts exist; provided, however, that if the Trustee shall not have received\nthe notice  provided for in this Section at least two Business Days prior to the\ndate upon which by the terms hereof any money may become payable for any purpose\n(including, without limitation, the payment of the principal of (and premium, if\nany) or interest on, or amounts  payable upon  redemption or repurchase  of, any\nSecurity), then, anything herein contained to the contrary notwithstanding,  the\nTrustee  shall have full power and  authority to receive such money and to apply\nthe same to the  purpose  for which  such  money was  received  and shall not be\naffected  by any notice to the  contrary  which may be received by it within two\nBusiness Days prior to such date.\n\n     Subject to the  provisions of Section 601, the Trustee shall be entitled to\nrely on the delivery to it of a written notice by a Person representing  himself\nto be a holder of Senior  Indebtedness (or a trustee therefor) to establish that\nsuch  notice  has been  given by a holder of Senior  Indebtedness  (or a trustee\ntherefor).  In the event that the Trustee  determines in good faith that further\nevidence  is  required  with  respect  to the right of any Person as a holder of\nSenior  Indebtedness to participate in any payment or  distribution  pursuant to\nthis  Article,  the Trustee may request  such Person to furnish  evidence to the\nreasonable  satisfaction of the Trustee as to the amount of Senior  Indebtedness\nheld by such Person,  the extent to which such person is entitled to participate\nin such payment or  distribution  and any other facts pertinent to the rights of\nsuch Person  under this  Article,  and if such  evidence is not  furnished,  the\nTrustee may defer any payment to such Person pending  judicial  determination as\nto the right of such Person to receive such payment.\n\n\nSECTION 1211.  Reliance on Judicial Order or Certificate of\n               Liquidating Agent.\n\n     Upon any payment or  distribution  of assets of the Company  referred to in\nthis  Article,  the Trustee,  subject to the  provisions of Section 601, and the\nHolders of the  Securities  shall be  entitled  to rely upon any order or decree\nentered  by any court of  competent  jurisdiction  in which such  Proceeding  is\npending,  or a certificate of the trustee in bankruptcy,  receiver,  liquidating\ntrustee, custodian, assignee for the benefit of creditors, agent or other Person\nmaking such payment or distribution,  delivered to the Trustee or to the Holders\nof  Securities,  for  the  purpose  of  ascertaining  the  Persons  entitled  to\nparticipate  in  such  payment  or  distribution,  the  holders  of  the  Senior\nIndebtedness  and other  indebtedness  of the  Company,  the  amount  thereof or\npayable thereon, the amount or amounts paid or distributed thereon and all other\nfacts pertinent thereto or to this Article.\n\n\nSECTION 1212.  Trustee Not Fiduciary for Holders of Senior\n               Indebtedness.\n\n     The Trustee shall not be deemed to owe any fiduciary duty to the holders of\nSenior  Indebtedness  and shall not be liable to any such holders if it shall in\ngood faith  mistakenly pay over or distribute to Holders of Securities or to the\nCompany or to any other Person cash, property or securities to which any holders\nof Senior Indebtedness shall be entitled by virtue of this Article or otherwise.\n\n\nSECTION 1213.  Rights of Trustee as Holder of Senior\n               Indebtedness; Preservation of Trustee's Rights.\n\n     The Trustee in its individual  capacity shall be entitled to all the rights\nset forth in this Article with respect to any Senior  Indebtedness  which may at\nany  time be held by it,  to the same  extent  as any  other  holder  of  Senior\nIndebtedness,  and nothing in this Indenture shall deprive the Trustee of any of\nits rights as such holder.\n\n     Nothing  in this  Article  shall  apply to claims of, or  payments  to, the\nTrustee under or pursuant to Section 607.\n\n\nSECTION 1214.  Article Applicable to Paying Agents.\n\n     In case at any time any Paying Agent other than the Trustee shall have been\nappointed  by the Company and be then acting  hereunder,  the term  \"Trustee\" as\nused in this Article shall in such case (unless the context otherwise  requires)\nbe construed as extending to and including  such Paying Agent within its meaning\nas fully for all intents and purposes as if such Paying Agent were named in this\nArticle in  addition  to or in place of the  Trustee;  provided,  however,  that\nSection  1213 shall not apply to the Company or any  Affiliate of the Company if\nit or such Affiliate acts as Paying Agent.\n\n\nSECTION 1215.  Certain Conversions Deemed Payment.\n\n     For the  purposes of this  Article  only,  (1) the issuance and delivery of\njunior  securities  upon  conversion of  Securities  in accordance  with Article\nThirteen shall not be deemed to constitute a payment or  distribution on account\nof the  principal of or premium or interest on  Securities  or on account of the\npurchase or other  acquisition of Securities,  and (2) the payment,  issuance or\ndelivery of cash,  property or securities  (other than junior  securities)  upon\nconversion of a Security shall be deemed to constitute payment on account of the\nprincipal of such Security.  For the purposes of this Section,  the term \"junior\nsecurities\"  means (a) shares of any stock of any class of the  Company  and (b)\nsecurities  of the  Company  which are  subordinated  in right of payment to all\nSenior Indebtedness which may be outstanding at the time of issuance or delivery\nof such securities to  substantially  the same extent as, or to a greater extent\nthan, the Securities are so  subordinated  as provided in this Article.  Nothing\ncontained in this Article or elsewhere in this Indenture or in the Securities is\nintended to or shall  impair,  as among the Company,  its  creditors  other than\nholders of Senior  Indebtedness  and the Holders of the  Securities,  the right,\nwhich is absolute  and  unconditional,  of the Holder of any Security to convert\nsuch Security in accordance with Article Thirteen.\n\n\n\n                                ARTICLE THIRTEEN\n\n                            Conversion of Securities\n\n\nSECTION 1301.  Conversion Privilege and Conversion Price.\n\n     Subject to and upon compliance with the provisions of this Article,  at the\noption of the Holder  thereof,  any  Security  or any  portion of the  principal\namount  thereof  which is  $1,000  or an  integral  multiple  of  $1,000  may be\nconverted at the principal  amount  thereof,  or of such portion  thereof,  into\nfully paid and  nonassessable  shares  (calculated as to each  conversion to the\nnearest  1\/100 of a share)  of Common  Stock of the  Company  at the  conversion\nprice,  determined as hereinafter provided, in effect at the time of conversion.\nSuch conversion right shall expire at the close of business on April 1, 2001. In\ncase a Security or portion  thereof is called for  redemption at the election of\nthe Company or  delivered  for  repurchase  pursuant to Article  Fourteen,  such\nconversion right in respect of the Security or portion so called shall expire at\nthe close of business on the Redemption  Date or the Repurchase Date (as defined\nin Article Fourteen),  as the case may be, unless the Company defaults in making\nthe payment due upon redemption or repurchase.\n\n     The  price at  which  shares  of  Common  Stock  shall  be  delivered  upon\nconversion (herein called the \"conversion  price\") shall be initially $_____ per\nshare of Common  Stock.  The  conversion  price  shall be  adjusted  in  certain\ninstances as provided in this Article Thirteen.\n\n\nSECTION 1302.  Exercise of Conversion Privilege.\n\n     In order to exercise the conversion  privilege,  the Holder of any Security\nto be converted shall surrender such Security,  duly endorsed or assigned to the\nCompany or in blank, at any office or agency of the Company  maintained for that\npurpose pursuant to Section 1002, accompanied by written notice of conversion in\nthe form  provided on the Security (or such other notice as is acceptable to the\nCompany)  at such  office or agency  that the  Holder  elects  to  convert  such\nSecurity  or,  if  less  than  the  entire  principal  amount  thereof  is to be\nconverted,  the portion  thereof to be  converted.  Securities  surrendered  for\nconversion  during the period from the close of  business on any Regular  Record\nDate next preceding any Interest Payment Date through and including the close of\nbusiness on such  Interest  Payment Date shall (except in the case of Securities\nor portions  thereof which have been called for redemption on a Redemption  Date\nwithin such period) be  accompanied  by payment in New York Clearing House funds\nor other  funds  acceptable  to the Company of an amount  equal to the  interest\npayable on such  Interest  Payment Date on the  principal  amount of  Securities\nbeing  surrendered  for  conversion.  Subject to the  provisions  of Section 307\nrelating  to the payment of  Defaulted  Interest by the  Company,  the  interest\npayment with respect to a Security  called for  redemption on a Redemption  Date\nduring the period from the close of  business  on any  Regular  Record Date next\npreceding any Interest  Payment Date through and including the close of business\non such Interest  Payment Date shall be payable on such Interest Payment Date to\nthe Holder of such Security at the close of business on such Regular Record Date\nnotwithstanding  the  conversion of such Security after such Regular Record Date\nand on or prior to such Interest  Payment Date, and the Holder  converting  such\nSecurity  need not  include a  payment  of such  interest  payment  amount  upon\nsurrender of such Security for  conversion.  Except as provided in the preceding\nsentence  and  subject  to the final  paragraph  of Section  307,  no payment or\nadjustment  shall be made upon any conversion on account of any interest accrued\non the Securities  surrendered  for conversion or on account of any dividends on\nthe Common Stock issued upon conversion.\n\n     Securities shall be deemed to have been converted  immediately prior to the\nclose of business on the day of surrender of such  Securities  for conversion in\naccordance  with the  foregoing  provisions,  and at such time the rights of the\nHolders of such  Securities  as Holders  shall cease,  and the Person or Persons\nentitled to receive the Common Stock issuable upon  conversion  shall be treated\nfor all  purposes as the record  holder or holders of such Common  Stock at such\ntime. As promptly as practicable  on or after the  conversion  date, the Company\nshall  issue and  shall  deliver  at such  office  or  agency a  certificate  or\ncertificates  for the  number  of full  shares  of Common  Stock  issuable  upon\nconversion,  together  with  payment  in lieu of any  fraction  of a  share,  as\nprovided in Section 1303.\n\n     In the case of any  Security  which is  converted  in part only,  upon such\nconversion  the Company  shall execute and the Trustee  shall  authenticate  and\ndeliver to the Holder thereof,  at the expense of the Company, a new Security or\nSecurities of authorized  denominations  in aggregate  principal amount equal to\nthe unconverted portion of the principal amount of such Security.\n\n\nSECTION 1303.  Fractions of Shares.\n\n     No  fractional  shares of Common Stock shall be issued upon  conversion  of\nSecurities. If more than one Security shall be surrendered for conversion at one\ntime by the same Holder,  the number of full shares which shall be issuable upon\nconversion  thereof  shall be computed on the basis of the  aggregate  principal\namount of the Securities (or specified portions thereof) so surrendered. Instead\nof any fractional  share of Common Stock which would  otherwise be issuable upon\nconversion of any Security or Securities (or specified  portions  thereof),  the\nCompany  shall pay a cash  adjustment  in respect of such  fraction in an amount\nequal to such fraction multiplied by the Closing Price per share of Common Stock\n(consistent  with Section  1304(h) below) at the close of business on the day of\nconversion (or, if such day is not a Trading Day, on the Trading Day immediately\npreceding such day).\n\n\nSECTION 1304.  Adjustment of Conversion Price.\n\n     (a) In case the Company shall pay or make a dividend or other  distribution\non any class of capital  stock of the Company in Common  Stock,  the  conversion\nprice in effect at the opening of business on the day  following  the date fixed\nfor the determination of stockholders entitled to receive such dividend or other\ndistribution shall be reduced by multiplying such conversion price by a fraction\nof which the numerator shall be the number of shares of Common Stock outstanding\nat the  close of  business  on the date  fixed  for such  determination  and the\ndenominator  shall be the sum of such  number of shares and the total  number of\nshares  constituting  such  dividend or other  distribution,  such  reduction to\nbecome effective  immediately after the opening of business on the day following\nthe date fixed for such  determination.  For the purposes of this paragraph (a),\nthe number of shares of Common Stock at any time  outstanding  shall not include\nshares held in the treasury of the Company but shall include shares  issuable in\nrespect of scrip  certificates  issued in lieu of  fractions of shares of Common\nStock.  The Company will not pay any dividend or make any distribution on shares\nof Common Stock held in the treasury of the Company.\n\n     (b) In case the  Company  shall  issue  rights,  options or warrants to all\nholders of its  Common  Stock (not being  available  on an  equivalent  basis to\nHolders of the Securities  upon  conversion)  entitling them to subscribe for or\npurchase  shares of Common  Stock at a price  per  share  less than the  Current\nMarket Price on the date fixed for the determination of stockholders entitled to\nreceive such rights,  options or warrants, the conversion price in effect at the\nopening of business on the day following  the date fixed for such  determination\nshall be reduced by multiplying such conversion price by a fraction of which the\nnumerator shall be the number of shares of Common Stock outstanding at the close\nof business on the date fixed for such  determination  plus the number of shares\nof Common Stock which the aggregate of the offering price of the total number of\nshares of Common Stock so offered for subscription or purchase would purchase at\nsuch Current Market Price and the  denominator  shall be the number of shares of\nCommon  Stock  outstanding  at the close of  business on the date fixed for such\ndetermination  plus  the  number  of  shares  of  Common  Stock so  offered  for\nsubscription or purchase,  such reduction to become effective  immediately after\nthe  opening  of  business  on  the  day  following  the  date  fixed  for  such\ndetermination.  For the purposes of this  paragraph (b), the number of shares of\nCommon  Stock at any time  outstanding  shall  not  include  shares  held in the\ntreasury of the Company but shall  include  shares  issuable in respect of scrip\ncertificates  issued in lieu of fractions of shares of Common Stock. The Company\nwill not issue any  rights,  options or  warrants in respect of shares of Common\nStock held in the treasury of the Company.\n\n     (c) In case  outstanding  shares of Common Stock shall be subdivided into a\ngreater number of shares of Common Stock,  the conversion price in effect at the\nopening of business  on the day  following  the day upon which such  subdivision\nbecomes effective shall be proportionately  reduced,  and,  conversely,  in case\noutstanding  shares of Common Stock shall each be combined into a smaller number\nof shares of Common  Stock,  the  conversion  price in effect at the  opening of\nbusiness  on the day  following  the day upon  which  such  combination  becomes\neffective shall be proportionately increased, such reduction or increase, as the\ncase may be, to become  effective  immediately  after the opening of business on\nthe day following the day upon which such  subdivision  or  combination  becomes\neffective.\n\n     (d) In case the Company shall, by dividend or otherwise,  distribute to all\nholders of its Common Stock evidences of its  indebtedness,  shares of any class\nof its capital stock or other assets  (including  securities,  but excluding any\nrights,  options or warrants  referred to in paragraph (b) of this Section,  any\ndividend or distribution  paid  exclusively in cash referred to in paragraph (e)\nof this Section,  any dividend or  distribution  referred to in paragraph (a) of\nthis Section and any merger or consolidation to which Section 1311 applies), the\nconversion  price  shall be  adjusted  so that the same  shall  equal  the price\ndetermined by multiplying the conversion  price in effect  immediately  prior to\nthe close of business on the date fixed for the  determination  of  stockholders\nentitled to receive such distribution by a fraction of which the numerator shall\nbe the Current  Market Price on the date fixed for such  determination  less the\nthen  fair  market  value  (as  determined  by the  Board  of  Directors,  whose\ndetermination shall be conclusive and described in a Board Resolution filed with\nthe Trustee) of the portion of the assets,  shares or evidences of  indebtedness\nso distributed applicable to one share of Common Stock and the denominator shall\nbe such Current Market Price,  such adjustment to become  effective  immediately\nprior to the  opening of business  on the day  following  the date fixed for the\ndetermination of stockholders entitled to receive such distribution.\n\n     (e) In case the Company shall, by dividend or otherwise,  distribute to all\nholders of its Common Stock cash (excluding any cash that is distributed  upon a\nmerger  or  consolidation  to  which  Section  1311  applies  or  as  part  of a\ndistribution  referred to in  paragraph  (d) of this  Section)  in an  aggregate\namount  that,  combined  together  with (1) the  aggregate  amount  of any other\ndistributions to all holders of its Common Stock made exclusively in cash within\nthe 12 months preceding the date of payment of such  distribution and in respect\nof which no adjustment pursuant to this paragraph (e) has been made, and (2) the\naggregate of any cash plus the fair market value (as  determined by the Board of\nDirectors,  whose  determination  shall be  conclusive  and described in a Board\nResolution)  of  consideration  payable in  respect  of any tender  offer by the\nCompany or any of its  Subsidiaries  for all or any portion of the Common  Stock\nconcluded   within  the  12  months  preceding  the  date  of  payment  of  such\ndistribution and in respect of which no adjustment  pursuant to paragraph (f) of\nthis Section has been made,  exceeds 12.5% of the product of the Current  Market\nPrice on the date for the  determination  of holders  of shares of Common  Stock\nentitled to receive such distribution times the number of shares of Common Stock\noutstanding  on such date,  then, and in each such case,  immediately  after the\nclose of business on such date for determination,  the conversion price shall be\nreduced so that the same shall equal the price  determined  by  multiplying  the\nconversion  price in effect  immediately  prior to the close of  business on the\ndate fixed for  determination  of the  stockholders  entitled  to  receive  such\ndistribution  by a fraction  (i) the  numerator  of which  shall be equal to the\nCurrent  Market  Price on the date fixed for such  determination  less an amount\nequal to the quotient of (x) the excess of such combined  amount over such 12.5%\nand (y) the  number  of  shares of  Common  Stock  outstanding  on such date for\ndetermination  and (ii) the  denominator  of which shall be equal to the Current\nMarket Price on such date for determination.\n\n     (f) In case a tender offer made by the Company or any Subsidiary for all or\nany portion of the Common  Stock shall  expire and such tender offer (as amended\nupon the expiration thereof) shall require the payment to stockholders (based on\nthe acceptance (up to any maximum specified in the terms of the tender offer) of\nPurchased Shares (as defined below)) of an aggregate consideration having a fair\nmarket value (as determined by the Board of Directors, whose determination shall\nbe conclusive and described in a Board  Resolution) that combined  together with\n(1) the  aggregate of the cash plus the fair market value (as  determined by the\nBoard of Directors,  whose  determination shall be conclusive and described in a\nBoard  Resolution),  as of the expiration of such tender offer, of consideration\npayable in respect of any other tender offer,  by the Company or any  Subsidiary\nfor all or any  portion  of the  Common  Stock  expiring  within  the 12  months\npreceding  the  expiration  of such  tender  offer  and in  respect  of which no\nadjustment  pursuant to this  paragraph  (f) has been made and (2) the aggregate\namount of any  distributions  to all holders of the Company's  Common Stock made\nexclusively  in cash within 12 months  preceding  the  expiration of such tender\noffer and in respect of which no  adjustment  pursuant to paragraph  (e) of this\nSection has been made,  exceeds 12.5% of the product of the Current Market Price\nas of the last  time  (the  \"Expiration  Time\")  tenders  could  have  been made\npursuant to such tender offer (as it may be amended)  times the number of shares\nof Common Stock  outstanding  (including any tendered  shares) on the Expiration\nTime, then, and in each such case,  immediately prior to the opening of business\non the day after the date of the Expiration  Time, the conversion price shall be\nadjusted so that the same shall equal the price  determined by  multiplying  the\nconversion price in effect immediately prior to close of business on the date of\nthe  Expiration  Time by a fraction (i) the numerator of which shall be equal to\n(A) the product of (I) the current  market  price per share of the Common  Stock\n(determined  as provided in  paragraph  (h) of this  Section) on the date of the\nExpiration  Time and (II) the  number  of shares  of  Common  Stock  outstanding\n(including any tendered  shares) on the  Expiration  Time less (B) the amount of\ncash plus the fair market  value  (determined  as  aforesaid)  of the  aggregate\nconsideration payable to stockholders based on the acceptance (up to any maximum\nspecified in the terms of the tender  offer) of Purchased  Shares,  and (ii) the\ndenominator  of which shall be equal to the  product of (A) the  current  market\nprice per share of the Common Stock  (determined as provided in paragraph (h) of\nthis Section) as of the  Expiration  Time and (B) the number of shares of Common\nStock outstanding (including any tendered shares) as of the Expiration Time less\nthe number of all shares validly tendered and not withdrawn as of the Expiration\nTime (the shares deemed so accepted up to any such maximum, being referred to as\nthe \"Purchased Shares\").\n\n     (g)  The   reclassification  of  Common  Stock  into  securities  including\nsecurities  other than  Common  Stock  (other than any  reclassification  upon a\nconsolidation  or  merger  to which  Section  1311  applies)  shall be deemed to\ninvolve (i) a  distribution  of such  securities  other than Common Stock to all\nholders of Common Stock (and the effective date of such  reclassification  shall\nbe deemed to be \"the date fixed for the  determination of stockholders  entitled\nto receive such distribution\" and the \"date fixed for such determination\" within\nthe  meaning  of  paragraph  (d) of this  Section),  and (ii) a  subdivision  or\ncombination,  as the case may be,  of the  number  of  shares  of  Common  Stock\noutstanding immediately prior to such reclassification into the number of shares\nof Common Stock  outstanding  immediately  thereafter (and the effective date of\nsuch reclassification shall be deemed to be \"the day upon which such subdivision\nbecomes effective\" or \"the day upon which such combination  becomes  effective\",\nas the case may be,  and \"the day upon  which such  subdivision  or  combination\nbecomes effective\" within the meaning of paragraph (c) of this Section).\n\n     (h) For the purpose of any computation  under  paragraphs (b), (d), (e) and\n(f) of this  Section,  the current  market  price per share of Common Stock (the\n\"Current  Market  Price\") on any date  shall be deemed to be the  average of the\ndaily Closing Prices for the 5 consecutive  Trading Days selected by the Company\ncommencing not more than 20 Trading Days before,  and ending not later than, the\nearlier of the day in question  and the day before the \"ex\" date with respect to\nthe issuance or distribution requiring such computation. The \"Closing Price\" for\neach Trading Day shall be the reported  last sale price  regular way or, in case\nno such  reported  sale takes  place on such day,  the  average of the  reported\nclosing bid and asked  prices  regular way, in either case on the New York Stock\nExchange  or, if the Common  Stock is not listed or  admitted to trading on such\nExchange,  on the  principal  national  securities  exchange on which the Common\nStock is listed or  admitted to trading or, if not listed or admitted to trading\non any national securities  exchange,  on the National Association of Securities\nDealers  Automated   Quotations   system   (\"NASDAQ\")   National  Market  System\n(\"NASDAQ\/NMS\")  or, if not  listed or  admitted  to trading  on  NASDAQ\/NMS,  on\nNASDAQ,  or, if the  Common  Stock is not listed or  admitted  to trading on any\nnational  securities  exchange or NASDAQ\/NMS or quoted on NASDAQ, the average of\nthe closing bid and asked prices in the over-the-counter  market as furnished by\nany New York  Stock  Exchange  member  firm  selected  from  time to time by the\nCompany for that purpose. For purposes of this paragraph,  the term \"'ex' date\",\nwhen used with  respect to any  issuance or  distribution,  shall mean the first\ndate on which the Common  Stock trades  regular way on such  exchange or in such\nmarket without the right to receive such issuance or distribution.\n\n     (i) No adjustment  in the  conversion  price shall be required  unless such\nadjustment (plus any adjustments not previously made by reason of this paragraph\n(i))  would  require  an  increase  or  decrease  of at least 1% in such  price;\nprovided,  however,  that any adjustments  which by reason of this paragraph (i)\nare not  required to be made shall be carried  forward and taken into account in\nany subsequent  adjustment.  All calculations  under this paragraph (i) shall be\nmade to the nearest cent.\n\n     (j) The  Company  may make such  reductions  in the  conversion  price,  in\naddition to those required by paragraphs (a), (b), (c), (d), (e) and (f) of this\nSection,  as it  considers  to be  advisable  in order to avoid or diminish  any\nincome tax to any holders of shares of Common Stock  resulting from any dividend\nor  distribution  of stock or  issuance  of rights or  warrants  to  purchase or\nsubscribe for stock or from any event treated as such for income tax purposes or\nfor any other reasons. The Company shall have the power to resolve any ambiguity\nor correct any error in this  paragraph (j) and its actions in so doing shall be\nfinal and conclusive.\n\n\nSECTION 1305.  Notice of Adjustments of Conversion Price.\n\n     Whenever the conversion price is adjusted as herein provided:\n\n          (a) the  Company  shall  compute  the  adjusted  conversion  price  in\n     accordance with Section 1304 and shall prepare a certificate  signed by the\n     Treasurer of the Company  setting forth the adjusted  conversion  price and\n     showing in reasonable detail the facts upon which such adjustment is based,\n     and such  certificate  shall  forthwith  be filed at each  office or agency\n     maintained for the purpose of conversion of Securities  pursuant to Section\n     1002; and\n\n          (b) a notice stating that the  conversion  price has been adjusted and\n     setting forth the adjusted  conversion  price shall  forthwith be required,\n     and as soon as  practicable  after it is  required,  such  notice  shall be\n     mailed by the Company to all Holders at their last  addresses as they shall\n     appear in the Security Register.\n\n\nSECTION 1306.  Notice of Certain Corporate Action.\n\n     In case:\n\n          (a) the Company shall  declare a dividend (or any other  distribution)\n     on its  Common  Stock  payable  otherwise  than in cash  out of its  earned\n     surplus; or\n\n          (b) the Company  shall  authorize  the  granting to the holders of its\n     Common Stock of rights or warrants to subscribe  for or purchase any shares\n     of capital stock of any class or of any other rights; or\n\n          (c) of any  reclassification of the Common Stock of the Company (other\n     than a  subdivision  or  combination  of its  outstanding  shares of Common\n     Stock),  or of any  consolidation,  merger or share  exchange  to which the\n     Company  is a party  and for  which  approval  of any  stockholders  of the\n     Company is required, or of the sale or transfer of all or substantially all\n     of the assets of the Company; or\n\n          (d)  of the voluntary or involuntary dissolution,\n     liquidation or winding up of the Company; or\n\n          (e) the Company or any  Subsidiary  shall  commence a tender offer for\n     all or a portion of the Company's  outstanding Common Stock (or shall amend\n     any such tender offer);\n\nthen the Company shall cause to be filed at each office or agency maintained for\nthe purpose of  conversion of  Securities  pursuant to Section  1002,  and shall\ncause to be mailed to all Holders at their last  addresses  as they shall appear\nin the Security Register,  at least 20 days (or 10 days in any case specified in\nclause  (a) or (b)  above)  prior to the  applicable  record or  effective  date\nhereinafter  specified, a notice stating (x) the date on which a record is to be\ntaken for the purpose of such dividend, distribution, rights or warrants, or, if\na record is not to be taken, the date as of which the holders of Common Stock of\nrecord to be entitled to such dividend, distribution,  rights or warrants are to\nbe determined,  or (y) the date on which such  reclassification,  consolidation,\nmerger, share exchange, sale, transfer, dissolution,  liquidation, winding up or\ntender offer is expected to become effective,  and the date or dates as of which\nit is  expected  that  holders of Common  Stock of record  shall be  entitled to\nexchange  their shares of Common Stock for  securities,  cash or other  property\ndeliverable upon such reclassification,  consolidation,  merger, share exchange,\nsale, transfer,  dissolution,  liquidation,  winding up or tender offer. Neither\nthe failure to give such notice nor any defect therein shall affect the legality\nor  validity  of the  proceedings  described  in clauses (a) through (d) of this\nSection 1306. If at the time the Trustee shall not be the  conversion  agent,  a\ncopy of such  notice  shall  also  forthwith  be filed by the  Company  with the\nTrustee.\n\n\nSECTION 1307.  Company to Reserve Common Stock.\n\n     The  Company  shall at all  times  reserve  and keep  available  out of its\nauthorized  but  unissued  Common  Stock,  for  the  purpose  of  effecting  the\nconversion  of  Securities,  the full  number of shares  of  Common  Stock  then\nissuable upon the conversion of all outstanding Securities.\n\n\nSECTION 1308.  Taxes on Conversions.\n\n     The  Company  will pay any and all taxes  that may be payable in respect of\nthe issue or  delivery of shares of Common  Stock on  conversion  of  Securities\npursuant  hereto.  The Company  shall not,  however,  be required to pay any tax\nwhich may be  payable  in  respect  of any  transfer  involved  in the issue and\ndelivery  of shares of Common  Stock in a name  other than that of the Holder of\nthe Security or Securities to be converted,  and no such issue or delivery shall\nbe made  unless  and  until the  Person  requesting  such  issue has paid to the\nCompany the amount of any such tax, or has  established to the  satisfaction  of\nthe Company that such tax has been paid.\n\n\nSECTION 1309.  Covenant as to Common Stock.\n\n     The Company  covenants  that all shares of Common Stock which may be issued\nupon  conversion of Securities  will upon issue be fully paid and  nonassessable\nand,  except as provided in Section 1308, the Company will pay all taxes,  liens\nand charges with respect to the issue thereof.\n\n\nSECTION 1310.  Cancellation of Converted Securities.\n\n     All Securities  delivered for conversion  shall be delivered to the Trustee\nto be cancelled by or at the  direction of the Trustee,  which shall  dispose of\nthe same as provided in Section 309.\n\n\nSECTION 1311.  Provisions in Case of Consolidation, Merger or\n               Sale of Assets.\n\n     In case of any  consolidation of the Company with, or merger of the Company\ninto,  any other Person,  any merger of another  Person into the Company  (other\nthan a  merger  which  does  not  result  in any  reclassification,  conversion,\nexchange or cancellation  of outstanding  shares of Common Stock of the Company)\nor any  sale  or  transfer  of all or  substantially  all of the  assets  of the\nCompany,  the Person formed by such  consolidation or resulting from such merger\nor which acquires such assets,  as the case may be, shall execute and deliver to\nthe Trustee a supplemental  indenture providing that the Holder of each Security\nthen  outstanding  shall  have the right  thereafter,  during  the  period  such\nSecurity  shall be  convertible  as specified in Section  1301,  to convert such\nSecurity only into the kind and amount of  securities,  cash and other  property\nreceivable upon such consolidation,  merger, sale or transfer by a holder of the\nnumber of shares of Common Stock of the Company into which such  Security  might\nhave been converted  immediately prior to such  consolidation,  merger,  sale or\ntransfer,  assuming  such holder of Common  Stock of the Company is not a Person\nwith which the Company  consolidated  or into which the Company  merged or which\nmerged into the Company or to which such sale or transfer was made,  as the case\nmay be  (\"constituent  Person\"),  or an Affiliate of a constituent  Person,  and\nfailed to exercise his rights of  election,  if any, as to the kind or amount of\nsecurities, cash and other property receivable upon such consolidation,  merger,\nsale or transfer  (provided that if the kind or amount of  securities,  cash and\nother property receivable upon such  consolidation,  merger, sale or transfer is\nnot the same for each  share of Common  Stock of the  Company  held  immediately\nprior  to  such  consolidation,  merger,  sale  or  transfer  by  others  than a\nconstituent  Person or an Affiliate  thereof and in respect of which such rights\nof election shall not have been exercised  (\"non-electing  share\"), then for the\npurpose  of this  Section  the kind and  amount  of  securities,  cash and other\nproperty  receivable upon such  consolidation,  merger, sale or transfer by each\nnon-electing  share shall be deemed to be the kind and amount so receivable  per\nshare by a plurality of the non-electing  shares).  Such supplemental  indenture\nshall provide for adjustments which, for events subsequent to the effective date\nof  such  supplemental  indenture,  shall  be as  nearly  equivalent  as  may be\npracticable  to  the  adjustments  provided  for  in  this  Article.  The  above\nprovisions of this Section shall similarly  apply to successive  consolidations,\nmergers, sales or transfers.\n\n\nSECTION 1312.  Trustee's Disclaimer.\n\n     The Trustee has no duty to determine when an adjustment  under this Article\nshould be made, how it should be made or what it should be. The Trustee makes no\nrepresentation  as to the validity or value of any  securities  or assets issued\nupon  conversion of  Securities.  The Trustee shall not be  responsible  for the\nCompany's failure to comply with this Article.\n\n\n\n                                ARTICLE FOURTEEN\n\n          Repurchase of Securities at the Option of the\n                         Holder Upon a Repurchase Event\n\n\nSECTION 1401.  Right to Require Repurchase.\n\n     In the event that a Repurchase Event (as hereinafter  defined) shall occur,\nthen each Holder shall have the right,  at the Holder's  option,  to require the\nCompany to  repurchase,  and upon the  exercise of such right the Company  shall\nrepurchase,  all of such  Holder's  Securities,  or any portion of the principal\namount  thereof  that is an  integral  multiple  of  $1,000,  on the  date  (the\n\"Repurchase Date\") that is 75 calendar days after the date of the Company Notice\n(as  defined in Section  1402),  for cash at a purchase  price (the  \"Repurchase\nPrice\")  equal  to  100%  of  the  principal  amount  of  the  Securities  to be\nrepurchased, together with accrued interest to the Repurchase Date. Prior to the\nRepurchase Date, the Company shall pay in full all amounts outstanding under the\nCredit Agreements or obtain the consents of the lenders  signatories  thereto to\nthe  repurchase  of  Securities.  Any  failure by the Company to pay in full all\namounts outstanding under the Credit Agreements or to obtain the consents of the\nlenders  signatories thereto to the repurchase of Securities as described above,\nshall not excuse a default by the  Company  under this  Article  Fourteen.  Such\nright to require the  repurchase of the  Securities  shall not continue  after a\ndischarge of the Company from its obligations  with respect to the Securities in\naccordance  with Article  Four,  unless a Repurchase  Event shall have  occurred\nprior to such discharge.\n\nSECTION 1402.  Notices; Method of Exercising Repurchase Right,\n               Etc.\n\n     (a) Unless the Company shall have theretofore  called for redemption all of\nthe  Outstanding  Securities,  on or  before  the 30th  calendar  day  after the\noccurrence of a Repurchase  Event,  the Company or, at the request (and expense)\nof the Company,  the Trustee,  shall mail to all Holders a notice (the  \"Company\nNotice\") of the occurrence of the Repurchase  Event and of the repurchase  right\nset forth herein arising as a result thereof.\n\n     Each notice of a repurchase right shall state:\n          (1)  the Repurchase Date,\n          (2)  the date by which the repurchase right must be\n     exercised,\n\n          (3)  the Repurchase Price,\n\n          (4)  a description of the procedure which a Holder\n     must follow to exercise a repurchase right, and\n\n          (5) the conversion  price then in effect,  the date on which the right\n     to convert the principal  amount of the Securities to be  repurchased  will\n     terminate and the place or places where such  Securities may be surrendered\n     for conversion.\n\n     No failure of the Company to give the foregoing  notices or defect  therein\nshall  limit any  Holder's  right to exercise a  repurchase  right or affect the\nvalidity of the proceedings for the repurchase of Securities.\n\n     If any of the foregoing  provisions are  inconsistent  with applicable law,\nsuch law shall govern.\n\n     (b) To exercise a repurchase  right,  a Holder shall deliver to the Trustee\non or before  the close of  business  on the  second  Business  Day prior to the\nRepurchase Date (i) written notice of the Holder's exercise of such right, which\nnotice  shall set  forth the name of the  Holder,  the  principal  amount of the\nSecurities  to be  repurchased,  a statement  that an  election to exercise  the\nrepurchase right is being made thereby,  and (ii) the Securities with respect to\nwhich the repurchase right is being exercised, duly endorsed for transfer to the\nCompany. Such written notice shall be irrevocable,  except that the right of the\nHolder to convert the Securities  with respect to which the repurchase  right is\nbeing  exercised  shall  continue  until the close of business on the Repurchase\nDate.\n\n     (c) In the event a repurchase  right shall be exercised in accordance  with\nthe terms hereof, the Company shall pay or cause to be paid the Repurchase Price\nin cash to the Holder on the Repurchase  Date,  together with accrued and unpaid\ninterest to the  Repurchase  Date payable with respect to the  Securities  as to\nwhich  the  purchase  right  has  been  exercised;   provided,   however,   that\ninstallments of interest that mature on or prior to the Repurchase Date shall be\npayable in cash to the Holders of such  Securities,  or one or more  predecessor\nSecurities,  registered as such at the close of business on the relevant Regular\nRecord Date according to the terms and provisions of Article Three.\n\n     (d) If any Security  surrendered for repurchase shall not be so paid on the\nRepurchase  Date, the principal  shall,  until paid, bear interest to the extent\npermitted by applicable  law from the  Repurchase  Date at the rate borne by the\nSecurity and each Security shall remain  convertible into Common Stock until the\nprincipal of such Security shall have been paid or duly provided for.\n\n     (e)  Any  Security  which  is to be  repurchased  only  in  part  shall  be\nsurrendered to the Trustee (with, if the Company or the Trustee so requires, due\nendorsement by, or a written  instrument of transfer in form satisfactory to the\nCompany and the Trustee  duly  executed  by, the Holder  thereof or his attorney\nduly  authorized  in writing),  and the Company shall  execute,  and the Trustee\nshall  authenticate  and deliver to the Holder of such Security  without service\ncharge, a new Security or Securities, containing identical terms and conditions,\nof any  authorized  denomination  as  requested  by  such  Holder  in  aggregate\nprincipal amount equal to and in exchange for the  unrepurchased  portion of the\nprincipal of the Security so surrendered.\n\n     (f) Prior to the  Repurchase  Date,  the  Company  shall  deposit  with the\nTrustee or with a Paying  Agent (or,  if the Company is acting as its own Paying\nAgent,  segregate  and hold in trust as provided  in Section  1003) an amount of\nmoney  sufficient to pay the Repurchase  Price of the Securities  that are to be\nrepaid on the Repurchase Date.\n\n\nSECTION 1403.  \"Change of Control\" and \"Repurchase Event\"\n               Defined.\n\n     (a) For  purposes of this  Article,  \"Change of  Control\"  means any of the\nfollowing:  (1) the  sale,  lease,  conveyance  or other  disposition  of all or\nsubstantially  all of the Company's assets as an entirety or substantially as an\nentirety to any Person or \"group\" (within the meaning of Section 13(d)(3) of the\nExchange  Act) in one or a  series  of  transactions;  (2)  stockholders  of the\nCompany shall approve any plan or proposal for the liquidation or dissolution of\nthe Company;  (3) any  transaction or series of  transactions  (as a result of a\ntender offer,  merger,  consolidation  or otherwise) that results in any Person,\nincluding a \"group\" (within the meaning of Section 13(d)(3) of the Exchange Act)\nthat includes such Person,  acquiring \"beneficial ownership\" (as defined in Rule\n13d-3 under the Exchange  Act),  directly or  indirectly,  of 50% or more of the\naggregate  voting power of all classes of Common  Equity of the Company;  or (4)\nindividuals who at the beginning of any period of two consecutive calendar years\nconstituted  the  Board of  Directors  (together  with any new  directors  whose\nelection  to the Board of  Directors  or whose  nomination  for  election by the\nCompany's  stockholders  was  approved by a vote of at least  two-thirds  of the\nmembers  of the Board of  Directors  at the  beginning  of such  period or whose\nelection or nomination  for election was  previously so approved)  cease for any\nreason to constitute a majority of the members of the Board of Directors then in\noffice.\n\n     (b) A Change of Control shall  constitute a \"Repurchase  Event\" giving rise\nto the right  under  this  Article on the part of each  Holder of a Security  to\nrequire,  at the  Holder's  option,  to require the Company to  repurchase  such\nHolder's Securities, unless:\n\n          (i) the Current  Market Price of the Common Stock is at least equal to\n     105% of the Conversion  Price in effect  immediately  preceding the time of\n     such Change of Control, or\n\n          (ii) all of the consideration  (excluding cash payments for fractional\n     shares) in the  transaction  giving  rise to such  Change of Control to the\n     holders of Common  Stock  consists  of shares of common  stock that are, or\n     immediately upon issuance will be, listed on a national securities exchange\n     or quoted in the NASDAQ  National  Market  System,  and as a result of such\n     transaction  the  Securities  become  convertible  solely  into such common\n     stock, or\n\n          (iii) the consideration in the transaction  giving rise to such Change\n     of Control to the holders of Common Stock consists of cash, securities that\n     are, or immediately upon issuance will be, listed on a national  securities\n     exchange or quoted in the NASDAQ National  Market System,  or a combination\n     of cash and such  securities,  and the aggregate  fair market value of such\n     consideration (which, in the case of such securities, shall be equal to the\n     average  of the daily  Closing  Prices of such  securities  during  the ten\n     consecutive  Trading Days  commencing  with the sixth Trading Day following\n     consummation of such  transaction) is at least 105% of the Conversion Price\n     in  effect  on the date  immediately  preceding  the  closing  date of such\n     transaction.\n\n     For purposes of this  definition,  \"Current  Market  Price\" has the meaning\ngiven to that term in the first sentence of Section  1304(h) of this  Indenture,\nexcept that the 5 consecutive Trading Days selected by the Company must commence\nnot more than 10 Trading Days before the date in question;  \"Closing  Price\" has\nthe  meaning  give to that term in Section  1304(h) of this  Indenture,  mutatis\nmutandis to make such definition  applicable to the securities in question;  and\n\"Trading  Day\" has the  meaning  given to that term in  Section  1304(h) of this\nIndenture.\n\n\n\n\n     This  instrument  may be  executed in any number of  counterparts,  each of\nwhich so executed shall be deemed to be an original,  but all such  counterparts\nshall together constitute but one and the same instrument.\n\n     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Indenture to be\nduly executed,  and their respective  corporate seals to be hereunto affixed and\nattested, all as of the day and year first above written.\n\n\nHEALTHSOUTH Rehabilitation\n  Corporation\n\n\n\nBy \/s\/ ANTHONY J. TANNER\n  ------------------------------\n\nAttest:\n\/s\/ AARON BEAM, JR.\n- -----------------------------\n\n\n\n\nPNC BANK, KENTUCKY, INC.\n\n\n\nBy \/s\/ DAVID G. METCALF\n  -------------------------------\n\nAttest:\n\/s\/ PATRICA C. 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