S-3

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 22, 2002
                                           REGISTRATION STATEMENT NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                 --------------
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 --------------

      L-3 COMMUNICATIONS                           L-3 COMMUNICATIONS
        HOLDINGS, INC.                                 CORPORATION
          (Exact Name of Registrants as Specified in Their Charters)


           DELAWARE                                       DELAWARE
       (State or Other Jurisdiction of Incorporation or Organization)


          13-3937434                                       13-3937436
                     (I.R.S. Employer Identification Number)

      600 THIRD AVENUE                                600 THIRD AVENUE
  NEW YORK, NEW YORK 10016                        NEW YORK, NEW YORK 10016
       (212) 697-1111                                  (212) 697-1111
               (Address, Including Zip Code, and Telephone Number,
       Including Area Code, of Registrants' Principal Executive Offices)

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

                       SEE TABLE OF ADDITIONAL REGISTRANTS

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

                          CHRISTOPHER C. CAMBRIA, ESQ.
                                600 THIRD AVENUE
                               NEW YORK, NY 10016
                                 (212) 697-1111
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)

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

                                    Copy to:
                              VINCENT PAGANO, ESQ.
                           SIMPSON THACHER & BARTLETT
                              425 LEXINGTON AVENUE
                          NEW YORK, NEW YORK 10017-3954
                                 (212) 455-2000

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

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Registration Statement becomes effective as determined by
market conditions and other factors.

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

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

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

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

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

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                                --------------
                                                   (Continued on following page)
================================================================================


(Continued from previous page)



                                                CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                              PROPOSED MAXIMUM         PROPOSED          AMOUNT OF
       TITLE OF EACH CLASS OF                              AMOUNT TO BE      AGGREGATE OFFERING    MAXIMUM AGGREGATE    REGISTRATION
     SECURITIES TO BE REGISTERED                           REGISTERED(1)   PRICE PER SECURITY(1)   OFFERING PRICE(1)        FEE
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
Debt Securities, Preferred Stock,
 Common Stock, Stock Purchase Contracts,
 Stock Purchase Units and Warrants(2) .................   $1,000,000,000           100%(3)         $1,000,000,000(3)    $ 92,000.00
- ------------------------------------------------------------------------------------------------------------------------------------
Guarantees of L-3 Communications
 Holdings, Inc. of Debt Securities
 of L-3 Communications Corporation and
 Guarantees of Subsidiary Guarantors of
 Debt Securities of L-3 Communications
 Holdings, Inc. and L-3 Communications Corporation ....          (4)                   (4)                       (4)         None
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock(5) .......................................   500,000 shares        $111.26(6)         $   55,630,000(6)    $  5,117.96
====================================================================================================================================


(1)     Pursuant to General Instructions II. D to Form S-3, the Amount to be
        Registered, the Proposed Maximum Aggregate Offering Price Per Security
        and Proposed Maximum Aggregate Offering Price have been omitted for each
        class of securities which are registered hereby, other than with respect
        to the specified shares of common stock to be sold by the selling
        stockholders.

(2)     The Debt Securities registered hereby include such additional amount as
        may be necessary so that, if Debt Securities are issued with an original
        issue discount, the aggregate initial offering prices of all Debt
        Securities will equal no more than $1,000,000,000. The initial public
        offering price of any Debt Securities denominated in any foreign
        currency shall be the U.S. dollar equivalent thereof based on the
        prevailing exchange rates at the respective times such securities are
        first offered. There are also being registered hereunder an
        indeterminate number of shares of Common Stock as shall be issuable upon
        conversion or redemption of Preferred Stock or Debt Securities
        registered hereby.

(3)     Estimated solely for purposes of calculating the registration fee.

(4)     No separate consideration will be received for the Guarantees. Pursuant
        to Rule 457(n) of the Securities Act of 1933 there is no filing fee with
        respect to the Guarantees.

(5)     Represents shares of common stock to be sold by certain selling
        stockholders identified herein.

(6)     Estimated solely for the purpose of determining the registration fee and
        calculated in accordance with Rule 457(c) under the Securities Act on
        the basis of the last price of L-3 Holdings' common stock on March 22,
        2002.

Any securities registered hereunder may be sold separately or as units with
other securities registered hereunder.

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

     THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

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


                        TABLE OF ADDITIONAL REGISTRANTS





                                                     STATE OR OTHER                          ADDRESS, INCLUDING ZIP CODE,
                                                     JURISDICTION OF      IRS EMPLOYER      AND TELEPHONE NUMBER, INCLUDING
EXACT NAME OF REGISTRANT                            INCORPORATION OR     IDENTIFICATION       AREA CODE, OF REGISTRANT'S
AS SPECIFIED IN ITS CHARTER                           ORGANIZATION           NUMBER           PRINCIPAL EXECUTIVE OFFICES
- ------------------------------------------------   ------------------   ----------------   --------------------------------
                                                                                  
AMI Instruments, Inc.                                   Oklahoma        73-1122637         600 Third Avenue
                                                                                           New York, NY 10016
                                                                                           (212) 697-1111
Apcom, Inc.                                             Maryland        52-1291447         600 Third Avenue
                                                                                           New York, NY 10016
                                                                                           (212) 697-1111
Celerity Systems Incorporated                          California       77-0365380         600 Third Avenue
                                                                                           New York, NY 10016
                                                                                           (212) 697-1111
Coleman Research Corporation                             Florida        59-2039476         600 Third Avenue
                                                                                           New York, NY 10016
                                                                                           (212) 697-1111
EER Systems, Inc.                                       Virginia        54-1349668         600 Third Avenue
                                                                                           New York, NY 10016
                                                                                           (212) 697-1111
Electrodynamics, Inc                                     Arizona        36-3140903         600 Third Avenue
                                                                                           New York, NY 10016
                                                                                           (212) 697-1111
Henschel, Inc.                                          Delaware        23-2554418         600 Third Avenue
                                                                                           New York, NY 10016
                                                                                           (212) 697-1111
Hygienetics Environmental Services, Inc.                Delaware        13-3992505         600 Third Avenue
                                                                                           New York, NY 10016
                                                                                           (212) 697-1111
Interstate Electronics Corporation                     California       95-1912832         600 Third Avenue
                                                                                           New York, NY 10016
                                                                                           (212) 697-1111
KDI Precision Products, Inc.                            Delaware        31-0740721         600 Third Avenue
                                                                                           New York, NY 10016
                                                                                           (212) 697-1111
L-3 Communications AIS GP Corporation                   Delaware        13-4137187         600 Third Avenue
                                                                                           New York, NY 10016
                                                                                           (212) 697-1111
L-3 Communications Analytics Corporation               California       54-1035921         600 Third Avenue
                                                                                           New York, NY 10016
                                                                                           (212) 697-1111
L-3 Communications Atlantic Science and                New Jersey       22-2547554         600 Third Avenue
 Technology Corporation                                                                    New York, NY 10016
                                                                                           (212) 697-1111
L-3 Communications Aydin Corporation                    Delaware        23-1686808         600 Third Avenue
                                                                                           New York, NY 10016
                                                                                           (212) 697-1111
L-3 Communications DBS Microwave, Inc.                 California       68-0281617         600 Third Avenue
                                                                                           New York, NY 10016
                                                                                           (212) 697-1111
L-3 Communications ESSCO, Inc.                          Delaware        04-2281486         600 Third Avenue
                                                                                           New York, NY 10016
                                                                                           (212) 697-1111
L-3 Communications ILEX Systems, Inc.                   Delaware        13-3992952         600 Third Avenue
                                                                                           New York, NY 10016
                                                                                           (212) 697-1111
L-3 Communications Investments, Inc.                    Delaware        51-0260723         600 Third Avenue
                                                                                           New York, NY 10016
                                                                                           (212) 697-1111
L-3 Communications SPD Technologies, Inc.               Delaware        23-2869511         600 Third Avenue
                                                                                           New York, NY 10016
                                                                                           (212) 697-1111
L-3 Communications Storm Control Systems, Inc.         California       77-0268547         600 Third Avenue
                                                                                           New York, NY 10016
                                                                                           (212) 697-1111







                                                 STATE OR OTHER                          ADDRESS, INCLUDING ZIP CODE,
                                                 JURISDICTION OF      IRS EMPLOYER      AND TELEPHONE NUMBER, INCLUDING
EXACT NAME OF REGISTRANT                        INCORPORATION OR     IDENTIFICATION       AREA CODE, OF REGISTRANT'S
AS SPECIFIED IN ITS CHARTER                       ORGANIZATION           NUMBER           PRINCIPAL EXECUTIVE OFFICES
- --------------------------------------------   ------------------   ----------------   --------------------------------
                                                                              
L-3 Communications Integrated Systems L.P.          Delaware        03-0391841         600 Third Avenue
                                                                                       New York, NY 10016
                                                                                       (212) 697-1111
Microdyne Communications Technologies               Maryland        59-3500774         600 Third Avenue
 Incorporated                                                                          New York, NY 10016
                                                                                       (212) 697-1111
Microdyne Corporation                               Maryland        52-0856493         600 Third Avenue
                                                                                       New York, NY 10016
                                                                                       (212) 697-1111
Microdyne Outsourcing Incorporated                  Maryland        33-0797639         600 Third Avenue
                                                                                       New York, NY 10016
                                                                                       (212) 697-1111
MPRI, Inc.                                          Delaware        54-1439937         600 Third Avenue
                                                                                       New York, NY 10016
                                                                                       (212) 697-1111
Pac Ord, Inc.                                       Delaware        23-2523436         600 Third Avenue
                                                                                       New York, NY 10016
                                                                                       (212) 697-1111
Power Paragon, Inc.                                 Delaware        33-0638510         600 Third Avenue
                                                                                       New York, NY 10016
                                                                                       (212) 697-1111
Southern California Microwave, Inc.                California       13-0478540         600 Third Avenue
                                                                                       New York, NY 10016
                                                                                       (212) 697-1111
SPD Holdings, Inc.                                  Delaware        23-2977238         600 Third Avenue
                                                                                       New York, NY 10016
                                                                                       (212) 697-1111
SPD Electrical Systems, Inc.                        Delaware        23-2457758         600 Third Avenue
                                                                                       New York, NY 10016
                                                                                       (212) 697-1111
SPD Switchgear, Inc.                                Delaware        23-2510039         600 Third Avenue
                                                                                       New York, NY 10016
                                                                                       (212) 697-1111




THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                  SUBJECT TO COMPLETION, DATED MARCH 22, 2002

PROSPECTUS


                                 $1,000,000,000

                           [L-3 COMMUNICATIONSS LOGO]


                        L-3 COMMUNICATIONS HOLDINGS, INC.

                                  COMMON STOCK
                                 DEBT SECURITIES
                                 PREFERRED STOCK
                                    WARRANTS
                            STOCK PURCHASE CONTRACTS
                              STOCK PURCHASE UNITS


                        L-3 COMMUNICATIONS HOLDINGS, INC.
                         500,000 SHARES OF COMMON STOCK


                         L-3 COMMUNICATIONS CORPORATION
                           GUARANTEED DEBT SECURITIES
- --------------------------------------------------------------------------------

We, L-3 Communications Holdings, Inc., may offer and sell from time to time, in
one or more series:

     o   our Common Stock,

     o   our unsecured Debt Securities consisting of notes, debentures or other
         evidences of indebtedness which may be our senior Debt Securities,
         senior subordinated Debt Securities or subordinated Debt Securities,

     o   our Preferred Stock,

     o   Warrants to purchase our Preferred Stock, our Common Stock or our Debt
         Securities.

     o   our Stock Purchase Contracts, and

     o   our Stock Purchase Units,

or any combination of these securities. Our Debt Securities may be guaranteed
by substantially all of our wholly-owned domestic subsidiaries.

     Our wholly-owned subsidiary, L-3 Communications Corporation, may offer and
sell from time to time, in one or more series of its unsecured Debt Securities
consisting of notes, debentures or other evidence of indebtedness which may be
of L-3 Communications, senior Debt Securities, senior subordinated Debt
Securities or subordinated Debt Securities, which in each case will be fully and
unconditionally guaranteed by us and may be further guaranteed by substantially
all of our wholly-owned domestic subsidiaries.

     We will provide more specific information about the terms of an offering of
any of these securities in supplements to this prospectus.

YOU SHOULD READ THIS PROSPECTUS, PARTICULARLY THE RISK FACTORS BEGINNING ON
PAGE 5, AND ANY SUPPLEMENT CAREFULLY BEFORE INVESTING.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------



                               TABLE OF CONTENTS



                                           PAGE
                                          -----
                                       
Prospectus Summary ......................    3
Risk Factors ............................    5
The Company .............................   12
Ratio of Earnings to Fixed Charges and
   Earnings to Combined Fixed Charges and
   Preferred Stock Dividends ............   12
Use of Proceeds .........................   12
Dividend Policy .........................   13
Description of Debt Securities ..........   14
Description of Capital Stock ............   20


                                           PAGE
                                          -----
                                       
Description of Stock Purchase Contracts
   and Stock Purchase Units .............   24
Description of Warrants .................   24
Selling Stockholders ....................   25
Plan of Distribution ....................   25
Legal Matters ...........................   26
Experts .................................   26
Available Information ...................   26
Incorporation of Certain Documents by
   Reference ............................   26


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













                                       2


                               PROSPECTUS SUMMARY

     This summary highlights selected information from this prospectus and does
not contain all of the information that may be important to you. This prospectus
provides you with a general description of: (1) the Debt Securities (which may
be guaranteed by substantially all of our domestic wholly-owned subsidiaries),
Preferred Stock, Common Stock, Stock Purchase Contracts, Stock Purchase Units
and Warrants that we may offer, (2) the Debt Securities (which will be
guaranteed by us and may be further guaranteed by substantially all of our
domestic wholly-owned subsidiaries) that L-3 Communications Corporation may
offer and (3) the Common Stock that may be offered by the selling stockholders
named herein (we collectively refer to all the securities mentioned above as the
"Offered Securities"). A prospectus supplement that will describe the specific
amounts, prices and other terms of the securities being offered will be provided
to you in connection with each sale of Offered Securities. The prospectus
supplement may also add, update or change information contained in this
prospectus. To understand the terms of the Offered Securities, you should
carefully read this document with the applicable prospectus supplement.
Together, these documents will give the specific terms of the Offered Securities
we are offering. You should also read the documents we have incorporated by
reference in this prospectus described below under "Incorporation of Certain
Documents By Reference."

     "L-3 Holdings" refers to L-3 Communications Holdings, Inc. and "L-3
Communications" refers to L-3 Communications Corporation, a wholly-owned
operating subsidiary of L-3 Holdings. Unless the context otherwise indicates,
"L-3," "we," "us" and "our" refer to L-3 Holdings and its subsidiaries,
including L-3 Communications. "Predecessor Company" refers to the ten initial
business units we purchased from Lockheed Martin Corporation ("Lockheed Martin")
in 1997. Except for its outstanding 5.25% Convertible Senior Subordinated Notes
due 2009 and for its outstanding 4.00% Senior Subordinated Convertible
Contingent Debt Securities (CODES) due 2011, L-3 Holdings has no assets or
liabilities and conducts no operations other than through L-3 Communications.
L-3 Holdings has guaranteed the bank credit facilities of L-3 Communications.

THE SECURITIES WE MAY OFFER

     This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission using a "shelf" registration process. Under
the shelf registration process, we may offer and sell from time to time up to an
aggregate of $1,000,000,000 of any of the following securities:

     o   Common Stock;

     o   Debt Securities;

     o   Preferred Stock;

     o   Stock Purchase Contracts;

     o   Stock Purchase Units; and

     o   Warrants.

In addition, L-3 Communications may offer and sell from time to time its Debt
Securities that will be guaranteed by us and may be guaranteed by certain of
its subsidiaries. Additionally, certain selling stockholders named herein may
offer and sell from time to time up to an aggregate of 500,000 shares of our
Common Stock owned by them. See "Selling Stockholders". We will not receive any
proceeds from the sale of Common Stock sold by the selling stockholders.

COMMON STOCK

     We may issue shares of our Common Stock, par value $.01 per share. Holders
of shares of our Common Stock are entitled to receive dividends when declared by
our Board of Directors, subject to the rights of holders of our Preferred Stock.
Each holder of our Common Stock is entitled to one vote per share. The holders
of our Common Stock have no preemptive rights or cumulative voting rights.


                                       3


     In addition, certain selling stockholders named herein may offer and sell
from time to time up to an aggregate of 500,000 shares of our Common Stock owned
by them.

DEBT SECURITIES

     We may offer Debt Securities, which may be either senior, senior
subordinated or subordinated, and may be guaranteed by substantially all of our
wholly-owned subsidiaries. We may issue Debt Securities either separately, or
together with, upon conversion of or in exchange for other securities. L-3
Communications may offer its Debt Securities, which may be either senior, senior
subordinated or subordinated and will be guaranteed by us and may be further
guaranteed by substantially all of our wholly-owned subsidiaries.

     The Debt Securities issued by L-3 Holdings will be issued under an
indenture between us and The Bank of New York, as trustee. The Debt Securities
issued by L-3 Communications will be issued under an indenture among L-3
Communications, L-3 Holdings, as guarantor, and The Bank of New York, as
trustee. We have summarized general features of the Debt Securities under
"Description of Debt Securities." We encourage you to read the indentures, forms
of which are included as exhibits to the registration statement of which this
prospectus forms a part.

PREFERRED STOCK

     We may issue shares of our Preferred Stock, $.01 par value per share, in
one or more series. Our Board of Directors will determine the dividend, voting,
conversion and other rights of the series of Preferred Stock being offered.

STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

     We may issue Stock Purchase Contracts representing contracts obligating
holders to purchase from us and us to sell to the holders a specified number of
shares of Common Stock or Preferred Stock at a future date or dates. The price
per share of Common Stock or Preferred Stock may be fixed at the time the Stock
Purchase Contracts are issued or may be determined by reference to a specific
formula set forth in the Stock Purchase Contracts.

     The Stock Purchase Contracts may be issued separately or as a part of
units, often known as Stock Purchase Units, consisting of a Stock Purchase
Contract and either of the following:

     o   Debt Securities, or

     o   Debt obligations of third parties, including U.S. Treasury securities,

securing the holder's obligations to purchase the Common Stock or Preferred
Stock under the Stock Purchase Contracts.

WARRANTS

     We may issue Warrants for the purchase of Debt Securities, Preferred Stock
or Common Stock. We may issue Warrants independently or together with other
securities. Each Warrant will entitle the holder to purchase the principal
amount of Debt Securities, or the number of shares of Preferred Stock or Common
Stock at the exercise price set forth in, or calculable as set forth in, the
prospectus supplement.

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

     We are incorporated in Delaware, and the address of our principal executive
offices is 600 Third Avenue, New York, New York 10016. Our telephone number is
(212) 697-1111.

     L-3 Communications is incorporated in Delaware, and the address of its
principal executive offices is 600 Third Avenue, New York, New York 10016. L-3
Communications' telephone number is (212) 697-1111.


                                       4


                                  RISK FACTORS

     Investing in the Offered Securities involves risks, including the risks
described in this prospectus and in the other documents which are incorporated
herein by reference. Additional risks, including those that relate to any
particular securities that we or L-3 Communications will offer, will be included
in the applicable prospectus supplement. You should carefully consider the risk
factors before investing in any of the Offered Securities.

OUR SIGNIFICANT LEVEL OF DEBT MAY ADVERSELY AFFECT OUR FINANCIAL AND OPERATING
ACTIVITY.

     We have incurred substantial indebtedness to finance our acquisitions. As
of December 31, 2001, we had $1,325.0 million of outstanding debt, excluding
outstanding letters of credit (which aggregated $102.4 million) under our senior
credit facilities . As of March 21, 2002, we had $2,207.5 million of outstanding
debt, excluding outstanding letters of credit (which aggregated approximately
$166.5 million) under our senior credit facilities . In addition, available
borrowings under our bank credit facilities after reductions for outstanding
letters of credit were $497.6 million as of December 31, 2001 and approximately
$201.0 million as of March 21, 2002. The increase in our additional debt for
December 31, 2001 to March 21, 2002 was principally related to the financing of
our acquisition of Aircraft Integration Systems (AIS) business from the Raytheon
Company which we completed on March 8, 2002. Our ratios of earnings to fixed
charges and earnings to combined fixed charges and preferred stock dividends
were both 2.8 to 1.0 for the year ended December 31, 2001. In the future we
may borrow more money, subject to limitations imposed on us by our debt
agreements.

     Based on our current level of operations and anticipated improvements to
our operations, we believe that our cash flow from operations and amounts we are
able to borrow under our senior credit facilities will be adequate to meet our
anticipated requirements for working capital, capital expenditures, research and
development expenditures, program and other discretionary investments, interest
payments and scheduled principal payments for the foreseeable future, at least
for the next three years. Our ability to make scheduled payments of principal
and interest on our indebtedness and to refinance our indebtedness depends on
our future performance. We do not have complete control over our future
performance because it is subject to economic, political, financial,
competitive, regulatory and other factors affecting the aerospace and defense
industry. It is possible that in the future our business may not generate
sufficient cash flow from operations to allow us to service our debt and make
necessary capital expenditures. If this situation occurs, we may have to sell
assets, restructure debt or obtain additional equity capital. We cannot be sure
that we would be able to do so or do so without additional expense.

     Our level of indebtedness has important consequences to you and your
investment in the Offered Securities. These consequences may include:

     o   requiring a substantial portion of our cash flow from operations to be
         used to pay interest and principal on our debt and therefore be
         unavailable for other purposes including capital expenditures, research
         and development and other investments;

     o   limiting our ability to obtain additional financing for acquisitions or
         working capital to make investments or other expenditures, which may
         limit our ability to carry out our acquisition strategy;

     o   higher interest expenses due to increases in interest rates on our
         borrowings that have variable interest rates;

     o   heightening our vulnerability to downturns in our business or in the
         general economy and restricting us from making acquisitions,
         introducing new technologies and products or exploiting business
         opportunities; and


                                       5


     o   covenants that limit our ability to borrow additional funds, dispose of
         assets or pay cash dividends. Failure to comply with such covenants
         could result in an event of default which, if not cured or waived,
         could have a material adverse effect on our financial position and
         results of operations due to financial and restrictive covenants.

     Additionally, on December 31, 2001, we had contractual obligations,
including outstanding indebtedness, of $1,680.2 million and contingent
commitments, including outstanding letters of credit under our senior credit
facilities, of $261.1 million. These contractual obligations and contingent
commitments are described in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2001, which is incorporated herein by reference.

OUR ACQUISITION STRATEGY INVOLVES RISKS, AND WE MAY NOT SUCCESSFULLY IMPLEMENT
OUR STRATEGY.

     We seek to acquire companies that complement our business. We cannot assure
you, however, that we will be able to identify acquisition candidates on
commercially reasonable terms or at all. If we make additional acquisitions, we
also cannot be sure that any benefits anticipated from the acquisitions will
actually be realized. Likewise, we cannot be sure that we will be able to obtain
additional financing for acquisitions. Such additional financing could be
restricted by the terms of our debt agreements.

     The process of integrating acquired operations, including our recent
acquisitions, into our existing operations may result in unforeseen operating
difficulties and may require significant financial and managerial resources that
would otherwise be available for the ongoing development or expansion of our
existing operations. Possible future acquisitions could result in the incurrence
of additional debt and related interest expense, contingent liabilities and
amortization expenses related to certain purchased intangible assets, all of
which could have a materially adverse effect on our financial condition,
operating results and cash flow. We consider and execute strategic acquisitions
on an ongoing basis and may be evaluating acquisitions or engaged in acquisition
negotiations at any given time. We regularly evaluate potential acquisitions and
joint venture transactions, and, except as disclosed in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2001, we have not entered into
any agreements with respect to any material transactions.

WE RELY ON SALES TO U.S. GOVERNMENT ENTITIES, AND THE LOSS OF SUCH CONTRACTS
WOULD HAVE A MATERIAL IMPACT ON OUR OPERATING RESULTS.

     Our government sales are predominantly derived from contracts with agencies
of, and prime contractors to, the U.S. Government. Approximately 64.7%, or
$1,519 million, of our sales for the year ended December 31, 2001 were made
directly or indirectly to the U.S. Department of Defense ("DoD"). At December
31, 2001, the number of contracts with a value exceeding $1.0 million was
approximately 575. Our largest program is a long-term, fixed-price contract for
secure terminal equipment that we sell to the U.S. Armed Services, intelligence
and securities agencies that provided approximately 3.9% of our sales for the
year ended December 31, 2001. No other program provided more than 3.2% of our
sales for the year ended December 31, 2001. The loss of all or a substantial
portion of our sales to the U.S. Government would have a material adverse effect
on our financial condition, results of operations and cash flow.

OUR GOVERNMENT CONTRACTS ENTAIL CERTAIN RISKS.

     o   Government contracts are dependent upon the U.S. defense budget.

     The reduction in the U.S. defense budget in the early 1990s caused most
defense-related government contractors to experience decreased sales, increased
downward pressure on operating margins and, in certain cases, net losses. Our
predecessor company experienced a substantial decline in sales during that
period. A significant decline in U.S. military expenditures in the future could
materially adversely affect our sales, earnings and cash flow. The loss or
significant reduction in government funding of a large program in which we
participate could also materially adversely affect our future sales, earnings
and cash flows and thus our ability to meet our financial obligations. U.S.
Government contracts are also conditioned upon the continuing approval by
Congress of the amount of necessary spending. Congress usually appropriates
funds for a given program each fiscal year even though contract periods of
performance may exceed one year. Consequently, at the beginning of a major
program, the contract is usually partially funded, and additional monies are
normally committed to the contract only if appropriations are made by Congress
for future fiscal years.


                                       6


     o   Government contracts contain unfavorable termination provisions and are
         subject to audit and modification.

     Companies engaged primarily in supplying defense-related equipment and
services to U.S. Government agencies are subject to certain business risks
peculiar to the defense industry. These risks include the ability of the U.S.
Government to unilaterally:

     o   suspend us from receiving new contracts pending resolution of alleged
         violations of procurement laws or regulations;

     o   terminate existing contracts;

     o   reduce the value of existing contracts;

     o   audit our contract-related costs and fees, including allocated indirect
         costs; and

     o   control and potentially prohibit the export of our products.

     All of our U.S. Government contracts can be terminated by the U.S.
Government either for its convenience or if we default by failing to perform
under the contract. Termination for convenience provisions provide only for our
recovery of costs incurred or committed, settlement expenses and profit on the
work completed prior to termination. Termination for default provisions provide
for the contractor to be liable for excess costs incurred by the U.S.
Government in procuring undelivered items from another source. Our contracts
with foreign governments generally contain similar provisions relating to
termination at the convenience of the customer.

     The U.S. Government may review our costs and performance on their
contracts, as well as our accounting and general business practices. Based on
the results of such audits, the U.S. Government may adjust our contract-related
costs and fees, including allocated indirect costs. In addition, under U.S.
Government purchasing regulations, some of our costs, including most financing
costs, amortization of goodwill, portions of research and development costs,
and certain marketing expenses may not be reimbursable under U.S. Government
contracts. Further, as a U.S. Government contractor, we are subject to
investigation, legal action and/or liability that would not apply to a
commercial company.

     o   Government contracts are subject to competitive bidding and we are
         required to obtain licenses for non-U.S. sales.

     We obtain many of our U.S. Government contracts through a competitive
bidding process. We cannot assure you that we will continue to win
competitively awarded contracts or that awarded contracts will generate sales
sufficient to result in our profitability. We are also subject to risks
associated with the following:

     o   the frequent need to bid on programs in advance of the completion of
         their design, which may result in unforeseen technological difficulties
         and/or cost overruns;

     o   the substantial time and effort including the relatively unproductive
         design and development required to prepare bids and proposals for
         competitively awarded contracts that may not be awarded to us;

     o   design complexity and rapid technological obsolescence; and

     o   the constant need for design improvement.

     In addition to these U.S. Government contract risks, we are required to
obtain licenses from U.S. Government agencies to export many of our products
and systems. Additionally, we are not permitted to export some of our products.
We cannot be sure of our ability to gain any licenses required to export our
products, and failure to receive required licenses would eliminate our ability
to sell our products outside the United States.

OUR FIXED-PRICE AND COST-REIMBURSABLE CONTRACTS MAY COMMIT US TO UNFAVORABLE
TERMS.

     We provide our products and services primarily through fixed-price or
cost-reimbursable contracts. Fixed-price contracts provided 68.3% of our sales
for the year ended December 31, 2001.


                                       7


Under a fixed-price contract we agree to perform the scope of work required by
the contract for a predetermined contract price. Although a fixed-price contract
generally permits us to retain profits if the total actual contract costs are
less than the estimated contract costs, we bear the risk that increased or
unexpected costs may reduce our profit or cause us to sustain losses on the
contract. Therefore, we fully absorb cost overruns on fixed-price contracts and
this reduces our profit margin on the contract. Those cost overruns may result
in a loss. A further risk associated with fixed-price contracts is the
difficulty of estimating sales and costs that are related to performance in
accordance with contract specifications and the possibility of obsolescence in
connection with long-term procurements. Failure to anticipate technical
problems, estimate costs accurately or control costs during performance of a
fixed-price contract may reduce our profitability or cause a loss.

     Cost-reimbursable contracts provided 31.7% of our sales for the year ended
December 31, 2001. On a cost-reimbursable contract we are paid up to
predetermined funding levels determined by our customers, our allowable incurred
costs and generally a fee representing a profit on those costs, which can be
fixed or variable depending on the contract's pricing arrangement. Therefore, on
a cost-reimbursable contract we do not bear the risks of unexpected cost
overruns. U.S. Government regulations require that we notify our customer of any
cost overruns or underruns on a cost-reimbursable contract on a timely basis. If
we incur costs in excess of the funding limitation specified in a
cost-reimbursable contract, we may not be able to recover those cost overruns.

     We record sales and profits on substantially all of our contracts using
percentage-of-completion methods of accounting. As a result, revisions made to
our estimates of sales and profits are recorded in the period in which the
conditions that require such revisions become known and can be estimated.
Although we believe that adequate provisions for losses for our fixed-price
contracts are recorded in our financial statements, as required under generally
accepted accounting principles in the United States, we cannot assure you that
our contract loss provisions, which are based on estimates, will be adequate to
cover all actual future losses.

OUR OPERATIONS INVOLVE RAPIDLY EVOLVING PRODUCTS AND TECHNOLOGICAL CHANGE.

     The rapid change of technology is a key feature of all of the industries in
which our businesses operate, including the commercial communications industry
in particular. To succeed in the future, we will need to continue to design,
develop, manufacture, assemble, test, market and support new products and
enhancements on a timely and cost-effective basis. Historically, our technology
has been developed through both customer-funded and internally funded research
and development. We cannot guarantee that we will continue to maintain
comparable levels of research and development. In the past we have allocated
substantial funds to capital expenditures, programs and other investments. This
practice will continue to be required in the future. Even so, we cannot assure
you that we will successfully identify new opportunities and continue to have
the needed financial resources to develop new products in a timely or
cost-effective manner. At the same time, products and technologies developed by
others may render our products and systems obsolete or non-competitive.

WE MAY NOT SUCCESSFULLY IMPLEMENT OUR PLAN TO EXPAND INTO COMMERCIAL MARKETS.

     Our revenues have primarily come from business with the DoD and other U.S.
Government agencies. In addition to continuing to pursue these market areas, we
will continue applying our technical capabilities and expertise to related
commercial markets. Some of our commercial products, such as airport security
equipment, voyage recorders and Prime Wave fixed wireless loop products, have
only recently been introduced.

     These new commercial products are subject to certain risks and may require
us to:

     o   develop and maintain marketing, sales and customer support
         capabilities;

     o   secure sales and customer support capabilities;

     o   obtain customer and/or regulatory certification;


                                       8


     o   respond to rapidly changing technologies including those developed by
         others that may render our products and systems obsolete or
         non-competitive; and

     o   obtain customer acceptance of these products and product performance.

     Our efforts to expand our presence in commercial markets require
significant resources, including additional working capital and capital
expenditures, as well as the use of our management's time. Our ability to sell
certain commercial products, particularly our broadband wireless communications
products, depends to a significant degree on the efforts of independent
distributors or communications service providers and on the financial viability
of our existing and target customers for the commercial products. Certain of our
existing and target customers are agencies or affiliates of governments of
emerging and under-developed countries or private business enterprises operating
in those countries. In addition, we have made equity investments in entities
that plan to commence operations as communications service providers using some
of our commercial products. We can give no assurance that these distributors or
service providers will be able to market our products or their services
successfully or that we will be able to realize a return of investment in them.
We also cannot assure you that we will be successful in addressing these risks
or in developing these commercial business opportunities.

CONSOLIDATION AND INTENSE COMPETITION IN THE INDUSTRIES IN WHICH OUR BUSINESSES
OPERATE COULD LIMIT OUR ABILITY TO ATTRACT AND RETAIN CUSTOMERS.

     The communications equipment industry and the other industries in which our
businesses operate, and the market for defense applications, is highly
competitive. The defense industry has experienced substantial consolidation due
to declining defense budgets and increasing pressures for cost reductions. We
expect that the DoD's increased use of commercial off-the-shelf products and
components in military equipment will continue to encourage new competitors to
enter the market. We also expect that competition for original equipment
manufacturing business will increase due to the continued emergence of merchant
suppliers. Our ability to compete for defense contracts largely depends on the
following factors:

     o   the effectiveness and innovations of our research and development
         programs;

     o   our ability to offer better performance than our competitors at a lower
         cost to the U.S. Government; and

     o   the readiness of our facilities, equipment and personnel to undertake
         the programs for which we compete.

     In some instances, the U.S. Government directs all work for a particular
project to a single supplier, commonly known as a sole-source project. In such
cases, other suppliers who may otherwise be able to compete for the programs
involved can only do so if the U.S. Government chooses to reopen the particular
program to competition. Additionally, many of our competitors are larger than
us and have substantially greater financial and other resources than we have.

OUR DEBT AGREEMENTS RESTRICT OUR ABILITY TO FINANCE OUR FUTURE OPERATIONS AND,
IF WE ARE UNABLE TO MEET OUR FINANCIAL RATIOS, COULD CAUSE OUR EXISTING DEBT TO
BE ACCELERATED.

     Our debt agreements contain a number of significant provisions that, among
other things, restrict our ability to:

     o   sell assets;

     o   incur more indebtedness;

     o   repay certain indebtedness;

     o   pay dividends;

     o   make certain investments or acquisitions;


                                       9


     o   repurchase or redeem capital stock;

     o   engage in mergers or consolidations; and

     o   engage in certain transactions with subsidiaries and affiliates.

     These restrictions could hurt our ability to finance our future operations
or capital needs or engage in other business activities that may be in our
interest. In addition, some of our debt agreements also require us to maintain
compliance with certain financial ratios, including total consolidated earnings
before interest, taxes, depreciation and amortization to total consolidated
cash interest expense and total consolidated debt to total consolidated
earnings before interest, taxes, depreciation and amortization, and to limit
our capital expenditures. Our ability to comply with these ratios and limits
may be affected by events beyond our control. A breach of any of these
agreements or our inability to comply with the required financial ratios or
limits could result in a default under those debt agreements. In the event of
any such default, the lenders under those debt agreements could elect to:

     o   declare all outstanding debt, accrued interest and fees to be due and
         immediately payable;

     o   require us to apply all of our available cash to repay our outstanding
         senior debt; and

     o   prevent us from making debt service payments on our other debt.

     If we were unable to repay any of these borrowings when due, the lenders
under our senior credit facilities could proceed against their collateral,
which consists of a first priority security interest in the capital stock of
our material subsidiaries, including L-3 Communications. If the indebtedness
under the existing debt agreements were to be accelerated, we cannot assure you
that our assets would be sufficient to repay such indebtedness in full.

IF WE ARE UNABLE TO ATTRACT AND RETAIN KEY MANAGEMENT AND PERSONNEL, WE MAY
BECOME UNABLE TO OPERATE OUR BUSINESS EFFECTIVELY.

     Our future success depends to a significant degree upon the continued
contributions of our management, including Messrs. Lanza and LaPenta, and our
ability to attract and retain other highly qualified management and technical
personnel. We do not maintain any key person life insurance policies for
members of our management. As of March 15, 2002, Messrs. Lanza and LaPenta
benefically owned, in the aggregate 12.3% of our outstanding Common Stock. We
have entered into employment agreements with Messrs. Lanza and LaPenta. We face
competition for management and technical personnel from other companies and
organizations. Failure to attract and retain such personnel would damage our
prospects.

ENVIRONMENTAL LAWS AND REGULATION MAY SUBJECT US TO SIGNIFICANT LIABILITY.

     Our operations are subject to various U.S. federal, state and local as
well as certain foreign environmental laws and regulations within the countries
in which we operate relating to the discharge, storage, treatment, handling,
disposal and remediation of certain materials, substances and wastes used in
our operations.

     New laws and regulations, stricter enforcement of existing laws and
regulations, the discovery of previously unknown contamination or the
imposition of new clean-up requirements may require us to incur costs in the
future that could have a negative effect on our financial condition, results of
operations or cash flow.

TERMINATION OF OUR BACKLOG OF ORDERS COULD NEGATIVELY IMPACT OUR SALES.

     We currently have a backlog of orders, primarily under contracts with the
U.S. Government. The U.S. Government may unilaterally modify or terminate these
contracts. Accordingly, most of our backlog could be modified or terminated by
the U.S. Government. We cannot assure you that our existing backlog will result
in sales. Further, we cannot be sure that the margin we record on sales from
any contract included in backlog will be profitable.


                                       10


OUR PENSION PLAN LIABILITIES MAY RESULT IN SIGNIFICANT EXPENSES.

     We have assumed certain liabilities relating to defined benefit pension
plans for present and former employees and retirees of certain businesses which
we acquired. Prior to our formation, Lockheed Martin received a letter from the
Pension Benefit Guaranty Corporation (the "PBGC") which requested information
regarding the transfer of these pension plans and indicated that the PBGC
believed certain of these pension plans were underfunded using its actuarial
assumptions. These assumptions resulted in a larger liability for accrued
benefits than the assumptions used for financial reporting under Statement of
Financial Accounting Standards No. 87.

     With respect to these plans, Lockheed Martin entered into an agreement
with us and the PBGC dated as of April 30, 1997. Under that agreement, Lockheed
Martin agreed, upon the occurrence of certain circumstances, either to:

     o   assume sponsorship of the subject plans; or

     o   provide another form of financial support.

     If Lockheed Martin did assume sponsorship of these plans, it would be
primarily liable for the costs associated with funding these plans or any costs
associated with the termination of them, but we would be required to reimburse
Lockheed Martin for its obligations. To date, the impact on our pension expense
and funding requirements resulting from this arrangement has not been material
to our results of operations, financial position or cash flow. However, should
Lockheed Martin assume sponsorship of the subject plans, or if these plans were
terminated, the impact of any increased pension expenses or funding
requirements could be material to us.

THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS, WHICH MAY NOT BE CORRECT.

     Certain of the matters discussed concerning our operations, economic
performance and financial condition, including in particular, the likelihood of
our success in developing and expanding our business and the realization of
sales from backlog, include forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934 ("Exchange Act"). Statements that are predictive in nature, that
depend upon or refer to future events or conditions or that include words such
as "expects," "anticipates," "intends," "plans," "believes," "estimates" and
similar expressions are forward-looking statements. Although we believe that
these statements are based upon reasonable assumptions, we can give no
assurance that their goals will be achieved.


                                       11


                                  THE COMPANY

     We are a leading merchant supplier of sophisticated secure communication
systems and specialized communications, avionics and ocean products. We produce
secure, high data rate communication systems, training and simulation systems,
engineering development and integration support, avionics and ocean products,
fuzing products, telemetry, instrumentation, space and guidance products and
microwave components. These systems and products are critical elements of
virtually all major communication, command and control, intelligence gathering
and space systems. Our systems and specialized products are used to connect a
variety of airborne, space, ground-and sea-based communication systems and are
used in the transmission, processing, recording, monitoring and dissemination
functions of these communication systems. Our customers include the U.S.
Department of Defense ("DoD"), certain U.S. Government intelligence agencies,
major aerospace and defense contractors, foreign governments, commercial
customers and certain other U.S. federal, state and local government agencies.

                    RATIO OF EARNINGS TO FIXED CHARGES AND
        EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

     The ratio of earnings to fixed charges, deficiency of earnings to cover
fixed charges and earnings to combined fixed charges and preferred stock
dividends presented below should be read together with the financial statements
and the notes accompanying them and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" found in our Annual Report on
Form 10-K for the year ended December 31, 2001, incorporated into this
prospectus by reference. In calculating the ratio of earnings to fixed charges
and earnings to combined fixed charges and preferred stock dividends, earnings
consist of income (loss) before income taxes plus fixed charges. Fixed charges
consist of interest on indebtedness plus the amortization of deferred debt
issuance costs and that portion of lease rental expense representative of the
interest element. Preferred stock dividends are the pre-tax equivalent, at our
effective tax rate, of dividends earned on outstanding preferred stock.



                                                              L-3                                  PREDECESSOR COMPANY
                                 --------------------------------------------------------------   --------------------
                                                                                   NINE MONTHS
                                          YEAR ENDED DECEMBER 31,(1)                  ENDED           THREE MONTHS
                                 ---------------------------------------------    DECEMBER 31,            ENDED
                                    2001        2000        1999        1998         1997(2)         MARCH 31, 1997
                                 ---------   ---------   ---------   ---------   --------------   --------------------
                                                                                
Ratio of Earnings to Fixed
 Charges:                            2.8x        2.3x        2.4x        2.0x          1.7x                --(3)
Ratio of Earnings to Combined
 Fixed Charges and Preferred
 Stock Dividends:                    2.8x        2.3x        2.4x        2.0x          1.7x                --(3)


- ----------
  (1)   Our results of operations are impacted significantly by our
        acquisitions, which are described in this prospectus or in documents
        incorporated herein by reference.

  (2)   Reflects the acquisition of our predecessor company and the
        commencement of our operations effective April 1, 1997.

  (3)   Earnings were insufficient to cover fixed charges and combined fixed
        charges and preferred stock dividends by $0.5 million for the three
        months ended March 31, 1997.

                                USE OF PROCEEDS

     Unless otherwise indicated in a prospectus supplement, L-3 Holdings and
L-3 Communications, as the case may be, will use all or a portion of the net
proceeds from the sale of the Offered Securities for general working capital
purposes, including acquisitions. General working capital purposes may include
repayment of other debt, capital expenditures, possible acquisitions and any
other purposes that may be stated in any prospectus supplement. The net
proceeds may be invested temporarily or applied to repay short-term or
revolving debt until they are used for their stated purposes.


                                       12


     We will not receive any proceeds from the sale of any shares of Common
Stock offered by the selling stockholders.

                                DIVIDEND POLICY

     L-3 Holdings currently intends to retain its earnings to finance future
growth and, therefore, does not anticipate paying any cash dividends on its
Common Stock in the foreseeable future. Any determination as to the payment of
dividends will depend upon the future results of operations, capital
requirements and financial condition of L-3 Holdings and its subsidiaries and
such other facts as the board of directors of L-3 Holdings may consider,
including any contractual or statutory restrictions on L-3 Holdings' ability to
pay dividends. Moreover, L-3 Holdings is a holding company and its ability to
pay dividends is dependent upon receipt of dividends, distributions, advances,
loans or other cash transfers from L-3 Communications. Certain outstanding debt
instruments of L-3 Communications limit its ability to pay dividends or other
distributions on L-3 Communications' common stock or to make advances, loans or
other cash transfers to L-3 Holdings.


                                       13


                         DESCRIPTION OF DEBT SECURITIES

     The following description of the terms of the Debt Securities summarizes
certain general terms that will apply to the Debt Securities offered by us or
by L-3 Communications, as the case may be. The description is not complete, and
we refer you to the indentures, forms of which are included as exhibits to the
registration statement of which this prospectus is a part. In addition, the
terms described below may be amended, supplemented or otherwise modified
pursuant to one or more supplemental indentures. Any such amendments,
supplements or modifications will be set forth in the applicable prospectus
supplement. For your reference, in several cases below we have noted the
section in the indentures that the paragraph summarizes. Capitalized items have
the meanings assigned to them in the indentures. The referenced sections of the
indentures and the definitions of capitalized terms are incorporated by
reference in the following summary.

     The Debt Securities issued by L-3 Communications will be senior, senior
subordinated or subordinated debt of L-3 Communications and will be guaranteed
by us and may be further guaranteed by substantially all of our other
wholly-owned subsidiaries. The Debt Securities issued by us will be senior,
senior subordinated or subordinated debt of ours and may be guaranteed by
substantially all of our other wholly-owned subsidiaries. We may issue Debt
Securities either separately, or together with, upon conversion of or in
exchange for other securities. The Debt Securities issued by us will be issued
under an indenture between us and The Bank of New York, as Trustee (the
"Holdings Indenture"). The Debt Securities to be issued by L-3 Communications
will be issued under an indenture among L-3 Communications, L-3 Holdings as
guarantor, and The Bank of New York, as trustee (the "Communications
Indenture," and together with the Holdings Indenture referred to herein as the
"Indentures"). The Indentures are substantially identical, except for the
provisions relating to L-3 Holdings' guarantee of the Debt Securities that may
be issued by L-3 Communications. For purposes of the summary set forth below,
obligors refers to L-3 Holdings in the case of Debt Securities issued by L-3
Holdings and the Holdings Indenture and L-3 Communications and L-3 Holdings, as
guarantor, in the case of Debt Securities issued by L-3 Communications and the
Communications Indenture. This summary of the Indentures is qualified by
reference to the Indentures. You should refer to the Indentures in addition to
reading this summary. The summary is not complete and is subject to the
specific terms of the Indentures.

GENERAL

     Under the Holdings Indenture and the Communications Indenture, L-3
Holdings and L-3 Communications, respectively, will be able to issue from time
to time in one or more series an unlimited amount of Debt Securities. Each time
that L-3 Holdings or L-3 Communications issues a new series of Debt Securities,
the supplement to the prospectus relating to that new series will specify the
terms of those Debt Securities, including:

     o   Designation, amount and denominations;

     o   Percentage of principal amount at which Debt Securities will be issued;

     o   Maturity date;

     o   Interest rate and payment dates;

     o   Terms and conditions of exchanging or converting Debt Securities for
         other securities;

     o   Currency of issue;

     o   Redemption terms;

     o   Whether the Debt Securities will be guaranteed by subsidiaries of L-3
         Holdings;

     o   Whether the Debt Securities and/or any guarantees will be senior,
         senior subordinated or subordinated; and

     o   Any other specific terms of the Debt Securities, including any deleted,
         modified or additional events of default or remedies or additional
         covenants provided with respect to the Debt Securities, and any terms
         that may be required by or advisable under applicable laws or
         regulations.


                                       14


     Unless otherwise specified in any prospectus supplement, the Debt
Securities will be issuable in registered form without coupons and in
denominations of $1,000 and any integral multiple thereof. No service charge
will be made for any transfer or exchange of any Debt Securities, but the
issuer may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

     Debt Securities may bear interest at a fixed rate or a floating rate. Debt
Securities bearing no interest or interest at a rate that at the time of
issuance is below the prevailing market rate may be sold at a discount below
their stated principal amount. Special United States federal income tax
considerations applicable to discounted Debt Securities or to some Debt
Securities issued at par that are treated as having been issued at a discount
for United States federal income tax purposes will be described in the
applicable prospectus supplement.

     In determining whether the holders of the requisite aggregate principal
amount of outstanding Debt Securities of any series have given any request,
demand, authorization, direction, notice, consent or waiver under the
Indentures, the principal amount of any series of Debt Securities originally
issued at a discount from their stated principal amount that will be deemed to
be outstanding for such purposes will be the amount of the principal thereof
that would be due and payable as of the date of the determination upon a
declaration of acceleration of the maturity thereof.

     Payments relating to the Debt Securities generally will be paid by L-3
Holdings or L-3 Communications, as the case may be, at The Bank of New York's
corporate trust office. However, L-3 Holdings or L-3 Communications, as the
case may be, may elect to pay interest by mailing checks directly to the
registered holders of the Debt Securities. You can transfer your Debt
Securities at The Bank of New York's corporate trust office.

RANKING

     Unless otherwise described in the prospectus supplement for any series,
the Debt Securities issued by L-3 Holdings or L-3 Communications, as the case
may be, will be unsecured and will rank on a parity with all of the other
unsecured and unsubordinated indebtedness issued by L-3 Holdings or L-3
Communications, as the case may be.

     We are a holding company and conduct substantially all of our operations
through subsidiaries and L-3 Communications, our wholly-owned subsidiary,
conducts a material amount of operations through subsidiaries. Our and L-3
Communications' right to participate as a shareholder in any distribution of
assets of any subsidiary (and thus the ability of holders of the Debt
Securities issued by us or L-3 Communications, as the case may be, to benefit
as creditors of us or L-3 Communications, as the case may be, from such
distribution) is junior to creditors of that subsidiary. As a result, claims of
holders of the Debt Securities issued by us or L-3 Communications will
generally have a junior position to claims of creditors of our or L-3
Communications' subsidiaries, except to the extent that we or L-3
Communications, as the case may be, may be recognized as a creditor of those
subsidiaries or those subsidiaries guarantee the Debt Securities.

REOPENING OF ISSUE

     L-3 Holdings and L-3 Communications, as the case may be, may, from time to
time, reopen an issue of Debt Securities without the consent of the holders of
the Debt Securities and issue additional Debt Securities with the same terms
(including maturity and interest payment terms) as Debt Securities issued on an
earlier date. After such additional Debt Securities are issued they will be
fungible with the previously issued Debt Securities to the extent specified in
the applicable prospectus supplement.

DEBT GUARANTEES

     L-3 Holdings will fully and unconditionally guarantee, pursuant to the
Communications Indenture, the due and prompt payment of the principal of and
premium, if any, and interest on the


                                       15


Debt Securities issued by L-3 Communications when and as the same shall become
due and payable, whether at the stated maturity, by declaration of
acceleration, call for redemption or otherwise. Debt Securities of L-3 Holdings
may be guaranteed by, and Debt Securities of L-3 Communications may be further
guaranteed by, additional subsidiaries of L-3 Holdings, the "subsidiary
guarantors". If Debt Securities are guaranteed by subsidiary guarantors, that
guarantee will be set forth in the applicable Indenture or a supplemental
indenture.

     Payments with respect to the guarantee by L-3 Holdings of the senior
subordinated Debt Securities and subordinated Debt Securities issued by L-3
Communications will be subordinated in right of payment to the prior payment in
full of all senior indebtedness of L-3 Holdings to the same extent and manner
that payments with respect to the senior subordinated Debt Securities and
subordinated Debt Securities issued by L-3 Communications are subordinated in
right of payment to the prior payment in full of all senior indebtedness of L-3
Communications. Likewise, payments with respect to subsidiary guarantees of
senior subordinated Debt Securities and subordinated Debt Securities of L-3
Holdings and L-3 Communications, as the case may be, will be subordinated in
right of payment to the prior payment in full of all senior indebtedness of
each such subsidiary guarantor to the same extent and manner that payments with
respect to the senior subordinated Debt Securities and subordinated Debt
Securities of L-3 Holdings and L-3 Communications, as the case may be, are
subordinated in right of payment to the prior payment in full of all senior
indebtedness of the issuer of such Debt Securities.

MERGER AND CONSOLIDATION

     Unless otherwise described in the prospectus supplement of any series,
each of L-3 Holdings and L-3 Communications may under the applicable Indenture,
without the consent of the holders of Debt Securities, consolidate with, merge
with or into or transfer all or substantially all of our assets to any other
corporation organized under the laws of the United States or any of its
political subdivisions provided that:

     o   the surviving corporation assumes all the obligations of L-3 Holdings
         and L-3 Communications, as the case may be, under the applicable
         Indenture;

     o   at the time of such transaction, no event of default, and no event
         which, after notice or lapse of time, would become an event of default,
         shall have happened and be continuing; and

     o   certain other conditions are met.

MODIFICATION

     Generally, the rights and obligations of L-3 Holdings and L-3
Communications, as the case may be, and the holders' rights may be modified
with the consent of holders of a majority of the outstanding Debt Securities of
each series affected by such modification. However, unless otherwise described
in the prospectus supplement of any series, no modification or amendment may
occur without the consent of the affected holder of the Debt Security if that
modification or amendment would do any of the following:

     o   Change the stated maturity date of the principal of, or any installment
         of interest on, any of the holder's Debt Security.

     o   Reduce the principal amount of, or the interest (or premium, if any)
         on, the Debt Security (including in the case of a discounted Debt
         Security, the amount payable upon acceleration of maturity or provable
         in bankruptcy).

     o   Change the currency of payment of the Debt Security.

     o   Impair the right to institute suit for the enforcement of any payment
         on the Debt Security or adversely affect the right of repayment, if
         any, at the option of the holder.

     o   Reduce the percentage of holders of Debt Securities necessary to modify
         or amend the Indentures or to waive any past default.


                                       16


     o   Release a guarantor from its obligations under its guarantee, other
         than in accordance with the terms thereof.

     o   Modify the obligations of L-3 Holdings or L-3 Communications, as the
         case may be, to maintain an office or agency in New York City.

     A modification which changes a covenant or provision expressly included
solely for the benefit of holders of one or more particular series will not
affect the rights of holders of Debt Securities of any other series. (Section
9.02)

     Each Indenture provides that the Obligors and The Bank of New York, as
trustee, may make modifications without the consent of the Debt Securities
holders in order to do the following: (Section 9.01)

     o   Evidence the assumption by a successor entity of the obligations of any
         of the Obligors under that Indenture.

     o   Convey security for the Debt Securities to The Bank of New York.

     o   Add covenants, restrictions or conditions for the protection of the
         Debt Security holders.

     o   Provide for the issuance of Debt Securities in coupon or fully
         registered form.

     o   Establish the form or terms of Debt Securities of any series.

     o   Cure any ambiguity or correct any defect in the applicable Indenture
         which does not adversely affect the interests of a holder.

     o   Evidence the appointment of a successor trustee or more than one
         trustee.

     o   Surrendering any right or power conferred upon L-3 Holdings or L-3
         Communications, as the case may be.

     o   Complying with the requirements of the Securities and Exchange
         Commission in order to maintain the qualification of the Indentures
         under the Trust Indenture Act of 1939, as amended.

     o   Adding or modifying any other provisions with respect to matters or
         questions arising under the Indentures which L-3 Holdings or L-3
         Communications, as the case may be, and The Bank of New York may deem
         necessary or desirable and which will not adversely affect the
         interests of holders of Debt Securities.

     o   Modify the existing covenants and events of default solely in respect
         of, or add new covenants or events of default that apply solely to,
         Debt Securities not yet issued and outstanding.

     o   To provide for guarantees of the Debt Securities and to specify the
         ranking of the obligations of the guarantors under their respective
         guarantees.

EVENTS OF DEFAULT

     In the Indentures, an Event of Default means, unless otherwise described
in the prospectus supplement of any series, any one of the following:

     o   Failure to pay interest on a Debt Security for 30 days;

     o   Failure to pay principal and premium, if any, when due;

     o   Failure to pay or satisfy a sinking fund installment when due;

     o   Failure by us or L-3 Communications, as the case may be, or by a
         guarantor of the Debt Securities to perform any other covenant in the
         Indenture that continues for 60 days after receipt of notice;

     o   Certain events in bankruptcy, insolvency or reorganization; or


                                       17


     o   A guarantee being held in any judicial proceeding to be unenforceable
         or invalid.

     An Event of Default relating to one series of Debt Securities does not
necessarily constitute an Event of Default with respect to any other series
issued under the applicable Indenture. If an Event of Default exists with
respect to a series of Debt Securities, The Bank of New York or the holders of
at least 25% of the outstanding Debt Securities of that series may declare the
principal of that series due and payable.

     Any Event of Default with respect to a particular series of Debt
Securities may be waived by the holders of a majority of the outstanding Debt
Securities of that series, except for a failure to pay principal premium or
interest on the Debt Security. (Sections 5.01, 5.02 and 5.08)

     The Bank of New York may withhold notice to the holder of the Debt
Securities of any default (except in payment of principal, premium, interest or
sinking fund payment) if The Bank of New York thinks it is in the interest of
the holders. (Section 6.02)

     Subject to the specific duties that arise under the applicable Indenture
if an Event of Default exists, The Bank of New York is not obligated to
exercise any of its rights or powers under the applicable Indenture at the
request of the holders of the Debt Securities unless they provide reasonable
indemnity satisfactory to it. (Sections 6.01 and 6.03) Generally, the holders
of a majority of the outstanding Debt Securities can direct the proceeding for
a remedy available to The Bank of New York or for exercising any power
conferred on The Bank of New York as the trustee. (Section 5.08)

TRUSTEE'S RELATIONSHIP

     The Bank of New York or its affiliates may from time to time in the future
provide banking and other services to us in the ordinary course of their
business. The Indentures provide that L-3 Holdings or L-3 Communications, as
the case may be, will indemnify The Bank of New York against any and all loss,
liability claim, damage or expense incurred that arises from the trust created
by the applicable Indenture unless the loss, liability or expense results from
The Bank of New York's negligence or willful misconduct. (Sections 6.01 and
6.07)

GLOBAL SECURITIES

     L-3 Holdings and L-3 Communications may issue some of the Debt Securities
as Global Securities that will be deposited with a depository identified in a
prospectus supplement. Global Securities may be issued in registered form and
may be either temporary or permanent. A prospectus supplement will contain
additional information about depository arrangements.

     Registered Global Securities will be registered in the depository's name
or in the name of its nominee. When we issue a Global Security, the depository
will credit that amount of Debt Securities to the investors that have accounts
with the depository or its nominee. The underwriters or the Debt Security
holders' agent will designate the accounts to be credited, unless the Debt
Securities are offered and sold directly by us or L-3 Communications, in which
case, we or L-3 Communications, as the case may be, will designate the
appropriate account to be credited.

     Investors who have accounts with a depository, and people who have an
interest in those institutions, are the beneficial owners of Global Securities
held by that particular depository.

     Neither we nor L-3 Communications will maintain records regarding
ownership or the transfer of Global Securities held by a depository or to
nominee. If you are the beneficial owner of Global Securities held by a
depository, you must get information directly from the depository.

     As long as a depository is the registered owner of a Global Security, that
depository will be considered the sole owner of the Debt Securities represented
by that Global Security. Except as set forth below, beneficial owners of Global
Securities held by a depository will not be entitled to:

     o   Register the represented Debt Securities in their names;

     o   Receive physical delivery of the Debt Securities; or


                                       18


     o   Be considered the owners or holders of the Global Security under the
         Indenture.

     Payments on Debt Securities registered in the name of a depository or its
nominee will be made to the depositary or its nominee. (Section 2.03)

     When a depository receives a payment, it must immediately credit the
accounts in amounts proportionate to the account holders' interests in the
Global Security. The beneficial owners of a Global Security should, and are
expected to, establish standing instructions and customary practices with their
investor that has an account with the depository, so that payments can be made
with regard to securities beneficially held for them, much like securities held
for the accounts of customers in bearer form or registered in "street name."

     A Global Security can only be transferred in whole by the depository to a
nominee of such depository, or to another nominee of a depository. If a
depository is unwilling or unable to continue as a depository and we do not
appoint a successor depository within (90) days, we will issue Debt Securities
in exchange for all of the Global Securities held by that depository. In
addition, we may eliminate all Global Securities at any time and issue Debt
Securities in exchange for them. Further, we may allow a depository to
surrender a Global Security in exchange for Debt Securities on any terms that
are acceptable to us and the depository. Finally an interest in the Global
Security is exchangeable for a definitive Debt Security if an event of default
has occurred as described above under "Events of Default." (Section 3.07)

     If any of these events occur, L-3 Holdings and L-3 Communications, as the
case may be, will execute and The Bank of New York will authenticate and
deliver to the beneficial owners of the Global Security in question a new
registered security in an amount equal to and in exchange for that person's
beneficial interest in the exchange Global Security. The depository will
receive a new Global Security in an amount equal to the difference, if any,
between the amount of the surrendered Global Security and the amount of Debt
Securities delivered to the beneficial owners. Debt Securities issued in
exchange for Global Securities will be registered in the same names and in the
same denominations as indicated by the depository's records and in accordance
with the instructions from its direct and indirect participants. (Section 3.07)

     The laws of certain jurisdictions require some people who purchase
securities to actually take physical possession of those securities. The
limitations imposed by these laws may impair your ability to transfer your
beneficial interestsin a Global Security.


                                       19


                         DESCRIPTION OF CAPITAL STOCK

GENERAL

     The current certificate of incorporation of L-3 Holdings (the "Certificate
of Incorporation") authorizes 100,000,000 shares of Common Stock with a par
value of $.01 per share and 25,000,000 shares of Preferred Stock. As of March
15, 2002, the outstanding capital stock of L-3 Holdings consisted of 39,608,831
shares of Common Stock. The following summaries of certain provisions of our
capital stock do not purport to be complete and are subject to, and qualified
in their entirety by, the provisions of the Certificate of Incorporation,
including the Certificate of Designations pursuant to which any outstanding
series of Preferred Stock may be issued, and bylaws of L-3 Holdings and by
applicable law.

COMMON STOCK

     Voting Rights. Holders of our Common Stock are entitled to one vote per
share on all matters to be voted upon by stockholders of L-3 Holdings, and do
not have cumulative voting rights.

     Dividend Rights. The holders of our Common Stock are entitled to receive
ratably such dividends, if any, as may be declared from time to time by the
Board of Directors out of funds legally available for that purpose, subject to
preferences that may be applicable to any outstanding Preferred Stock and any
other provisions of our Certificate of Incorporation. L-3 Holdings does not,
however, anticipate paying any cash dividends in the foreseeable future.

     Rights Upon Liquidation. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of L-3 Holdings, after payment of the
debts and other liabilities of L-3 Holdings, and subject to the rights of
holders of shares of Preferred Stock, holders of Common Stock are entitled to
share in any distribution to the stockholders on a pro-rata basis.

     Miscellaneous. All of the outstanding shares of Common Stock of L-3
Holdings are, and the shares of Common Stock offered hereby will be, fully paid
and non-assessable. Holders of Common Stock have no preemptive or other rights
to subscribe for additional shares. No shares of Common Stock are subject to
redemption or a sinking fund.

PREFERRED STOCK

     General. Our Certificate of Incorporation authorizes our Board of
Directors to cause Preferred Stock to be issued in one or more series, without
stockholder action. The Board of Directors is authorized to issue up to
25,000,000 shares of Preferred Stock, par value $.01 per share, and can
determine the number of shares of each series, and the rights, preference and
limitations of each series. We may amend our Certificate of Incorporation to
increase the number of authorized shares of preferred stock in a manner
permitted by our Certificate of Incorporation and the Delaware General
Corporation Law.

     The particular terms of any series of Preferred Stock being offered by us
under this shelf registration will be described in the prospectus supplement
relating to that series of Preferred Stock. Those terms may include:

     o   The number of shares of the series of Preferred Stock being offered;

     o   The title and liquidation preference per share of that series of the
         Preferred Stock;

     o   The purchase price of the Preferred Stock;

     o   The dividend rate (or method for determining such rate);

     o   The dates on which dividends will be paid;

     o   Whether dividends on that series of Preferred Stock will be cumulative
         or noncumulative and, if cumulative, the dates from which dividends
         shall commence to accumulate;


                                       20


     o   Any redemption or sinking fund provisions applicable to that series of
         Preferred Stock;

     o   Any conversion or exchange provisions applicable to that series of
         Preferred Stock;

     o   Whether we have elected to offer Depositary Shares with respect to that
         series of Preferred Stock; and

    o Any additional dividend, liquidation, redemption, sinking fund and other
      rights and restrictions applicable to that series of preferred stock.

     If the terms of any series of Preferred Stock being offered differ from
the terms set forth herein, those terms will also be disclosed in the
prospectus supplement relating to that series of Preferred Stock. The following
summary is not complete. You should refer to the Certificate of Designations
relating to the series of the Preferred Stock for the complete terms of that
Preferred Stock. That Certificate of Designations will be filed with the
Securities and Exchange Commission promptly after the offering of the Preferred
Stock.

     The Preferred Stock will, when issued, be fully paid and nonassessable.

     Voting Rights.  Except as indicated in the prospectus supplement, or
except as expressly required by applicable law, the holders of Preferred Stock
will not be entitled to vote.

     Dividend Rights.  Holders of Preferred Stock of each series will be
entitled to receive, when, as and if declared by the Board of Directors, cash
dividends at the rates and on the dates set forth in the prospectus supplement.
Dividend rates may be fixed or variable or both. Different series of Preferred
Stock may be entitled to dividends at different dividend rates or based upon
different methods of determination. Each dividend will be payable to the
holders of record as they appear on our stock books on record dates determined
by the Board of Directors. Dividends on any series of the Preferred Stock may
be cumulative or noncumulative, as specified in the prospectus supplement. If
the Board of Directors fails to declare a dividend on any series of Preferred
Stock for which dividends are noncumulative, then the right to receive that
dividend will be lost, and we will have no obligation to pay the dividend for
that dividend period, whether or not dividends are declared for any future
dividend period.

     No full dividends will be declared or paid on any series of Preferred
Stock, unless full dividends for the dividend period commencing after the
immediately preceding dividend payment date (and cumulative dividends still
owing, if any) have been or contemporaneously are declared and paid on all
other series of Preferred Stock that have the same rank as, or rank senior to,
that Preferred Stock. When those dividends are not paid in full, dividends will
be declared pro rata, so that the amount of dividends declared per share on
that series of Preferred Stock and on each other series of preferred stock
having the same rank as, or ranking senior to, that series of Preferred Stock
will in all cases bear to each other the same ratio that accrued dividends per
share on that series of Preferred Stock and the other preferred stock bear to
each other. In addition, generally, unless full dividends, including cumulative
dividends still owing, if any, on all outstanding shares of any series of
Preferred Stock have been paid, no dividends will be declared or paid on the
Common Stock and generally we may not redeem or purchase any Common Stock. No
interest, or sum of money in lieu of interest, will be paid in connection with
any dividend payment or payments which may be in arrears.

     Unless otherwise described in the prospectus supplement, the amount of
dividends payable for each dividend period will be computed by annualizing the
applicable dividend rate and dividing by the number of dividend periods in a
year, except that the amount of dividends payable for the initial dividend
period or any period shorter than a full dividend period shall be computed on
the basis of a 360-day year consisting of twelve 30-day months and, for any
period less than a full month, the actual number of days elapsed in the period.


     Rights Upon Liquidation. In the event we liquidate, dissolve or wind-up
our affairs, either voluntarily or involuntarily, the holders of each series of
Preferred Stock will be entitled to receive liquidating distributions in the
amount set forth in the prospectus supplement relating to each series of
Preferred Stock, plus an amount equal to accrued and unpaid dividends, if any,
before any distribution


                                       21


of assets is made to the holders of Common Stock. If the amounts payable with
respect to Preferred Stock of any series and any stock having the same rank as
that series of Preferred Stock are not paid in full, the holders of Preferred
Stock and of such other stock will share ratably in any such distribution of
assets in proportion to the full respective preferential amounts to which they
are entitled. After the holders of each series of Preferred Stock and any stock
having the same rank as the Preferred Stock are paid in full, they will have no
right or claim to any of our remaining assets. Neither the sale of all or
substantially all our property or business nor a merger or consolidation by us
with any other corporation will be considered a dissolution, liquidation or
winding up by us of our business affairs.

     Redemption. Any series of Preferred Stock may be redeemable, in whole or
in part, at our option. In addition, any series of Preferred Stock may be
subject to mandatory redemption, including pursuant to a sinking fund. The
redemption provisions that may apply to a series of Preferred Stock, including
the redemption dates and the redemption prices for that series, will be set
forth in the prospectus supplement.

     If a series of Preferred Stock is subject to mandatory redemption, the
prospectus supplement will specify the year we can begin to redeem shares of
the Preferred Stock, the number of shares of the Preferred Stock we can redeem
each year, and the redemption price per share. We may pay the redemption price
in cash, stock or in cash that we have received specifically from the sale of
our capital stock, as specified in the prospectus supplement. If the redemption
price is to be paid only from the proceeds of the sale of our capital stock,
the terms of the series of Preferred Stock may also provide that, if no such
capital stock is sold or if the amount of cash received is insufficient to pay
in full the redemption price then due, the series of Preferred Stock will
automatically be converted into shares of the applicable capital stock pursuant
to conversion provisions specified in the prospectus supplement.

     If fewer than all the outstanding shares of any series of Preferred Stock
are to be redeemed, whether by mandatory or optional redemption, the Board of
Directors will determine the method for selecting the shares to be redeemed,
which may be by lot or pro rata or by any other method determined to be
equitable. From and after the redemption date, dividends will cease to accrue
on the shares of Preferred Stock called for redemption and all rights of the
holders of those shares (except the right to receive the redemption price) will
cease.

     In the event that full dividends, including accrued but unpaid dividends,
if any, have not been paid on any series of Preferred Stock, we may not redeem
that series in part and we may not purchase or acquire any shares of that
series of Preferred Stock, except by any offer made on the same terms to all
holders of that series of Preferred Stock.

     Miscellaneous. The Preferred Stock will, when issued, be fully paid and
nonassessable. The Preferred Stock will have no preemptive rights.

TRANSFER AGENT AND REGISTRAR

     The transfer agent and registrar for our Common Stock is EquiServe Trust
Company, N.A. The transfer agent and registrar for our Preferred Stock will be
set forth in the applicable prospectus supplement.

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF OUR CHARTER AND BYLAWS

     The certificate of incorporation of L-3 Holdings provides for our board of
directors to be divided into three classes, with staggered three-year terms. As
a result, only one class of directors will be elected at each annual meeting of
stockholders, with the other classes continuing for the remainder of their
respective three-year terms. Stockholders have no cumulative voting rights, and
the stockholders representing a majority of the shares of Common Stock
outstanding are able to elect all of the directors.


                                       22


     The certificate of incorporation of L-3 Holdings also requires that any
action required or permitted to be taken by our stockholders must be effected
at a duly called annual or special meeting of the stockholders and may not be
effected by a consent in writing. Our stockholders may amend our bylaws or
adopt new bylaws, by the affirmative vote of 662/3% of the outstanding voting
securities. A special meeting of the stockholders may be called by our
Chairman, Chief Executive Officer or stockholders owning 10% or more of the
outstanding voting capital stock. These provisions may have the effect of
delaying, deferring or preventing a change in control.

     The classification of the board of directors and lack of cumulative voting
will make it more difficult not only for another party to obtain control of us
by replacing our board of directors, but also for our existing stockholders to
replace our board of directors. Since the board of directors has the power to
retain and discharge our officers, these provisions could also make it more
difficult for existing stockholders or another party to effect a change in
management.

     Our anti-takeover and other provisions may have the effect of deterring
hostile takeovers or delaying changes in control or management. They are
intended to enhance the likelihood of continued stability in the composition of
our board of directors and in the policies of our board of directors and to
discourage certain types of transactions that may involve an actual or
threatened change in control. Additionally, these provisions are designed to
reduce our vulnerability to an unsolicited acquisition proposal. The provisions
also are intended to discourage certain tactics that may be used in proxy
fights. However, such provisions could have the effect of discouraging others
from making tender offers for our shares and, as a consequence, they also may
inhibit fluctuations in the market price of our shares that could result from
actual or rumored takeover attempts. Such provisions also may have the effect
of preventing changes in our management.


SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

     We, as a Delaware corporation, are subject to Section 203 of the Delaware
General Corporation Law, which, subject to certain exceptions, prohibits us
from engaging in any business combination with any interested stockholder for a
period of three years following the time that such stockholder became an
interested stockholder, unless:

     o   prior to such time, our board of directors approved either the business
         combination or the transaction that resulted in the stockholder
         becoming an interested holder;

     o   upon consummation of the transaction that resulted in the stockholder
         becoming an interested stockholder, the interested stockholder owned at
         least 85.0% of our outstanding voting stock at the time the transaction
         commenced, excluding for purposes of determining the number of shares
         outstanding those shares owned (a) by persons who are directors and
         also officers and (b) by employee stock plans in which employee
         participants do not have the right to determine confidentially whether
         shares held subject to the plan will be tendered in a tender or
         exchange offer; or

     o   at or subsequent to such time, the business combination is approved by
         our board of directors and authorized at an annual or special meeting
         of stockholders, and not by written consent, by the affirmative vote of
         at least 662/3% of our outstanding voting stock that is not owned by
         the interested stockholder.

     In general, Section 203 defines "business combination" to include the
following:

     o   any merger or consolidation involving the interested stockholder and
         us;

     o   any sale, transfer, pledge or other disposition of 10% or more of
         assets involving the interested stockholder;

     o   subject to certain exceptions, any transaction that results in our
         issuance or transfer of any of our stock to the interested stockholder;

     o   any transaction involving us that has the effect of increasing the
         proportionate share of the stock or any class or series of our stock
         beneficially owned by the interested stockholder; or


                                       23


     o   the receipt by the interested stockholder of the benefit of any loans,
         advances, guarantees, pledges or other financial benefits by or through
         us.

     In general, Section 203 defines "interested stockholder" as an entity or
person beneficially owning 15% or more of our outstanding voting stock and any
entity or person affiliated with or controlling or controlled by such entity or
person.

        DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

     We may issue Stock Purchase Contracts representing contracts obligating
holders to purchase from us and us to sell to the holders a specified number of
shares of Common Stock or Preferred Stock at a future date or dates. The price
per share of Common Stock or Preferred Stock may be fixed at the time the Stock
Purchase Contracts are issued or may be determined by reference to a specific
formula set forth in the Stock Purchase Contracts.

     The Stock Purchase Contracts may be issued separately or as a part of
units, often known as Stock Purchase Units, consisting of a Stock Purchase
Contract and either of the following:

     o   Debt Securities, or

     o   Debt obligations of third parties, including U.S. Treasury securities,

securing the holder's obligations to purchase the Common Stock or Preferred
Stock under the Stock Purchase Contracts. The Stock Purchase Contracts may
require us to make periodic payments to the holders of the Stock Purchase Units
or vice versa, and such payments may be unsecured or prefunded on some basis.
The Stock Purchase Contracts may require holders to secure their obligations in
a specified manner and in certain circumstances we may deliver newly issued
prepaid Stock Purchase Contracts, often known as prepaid securities, upon
release to a holder of any collateral securing each holder's obligations under
the original Stock Purchase Contract.

     The applicable prospectus supplement will describe the terms of any Stock
Purchase Contracts or Stock Purchase Units and, if applicable, prepaid
securities. The description in the prospectus supplement will not contain all
of the information that you may find useful. For more information, you should
review the Stock Purchase Contracts, the collateral arrangements and depositary
arrangements, if applicable, relating to such Stock Purchase Contracts or Stock
Purchase Units and, if applicable, the prepaid securities and the document
pursuant to which the prepaid securities will be issued, which will be filed
with the SEC promptly after the offering of such Stock Purchase Contracts or
Stock Purchase Units and, if applicable, prepaid securities.

                           DESCRIPTION OF WARRANTS

     We may issue Warrants for the purchase of Debt Securities, Preferred Stock
or Common Stock. We may issue Warrants independently or together with other
securities. Each series of Warrants will be issued under a separate Warrant
Agreement to be entered into between us and a bank or trust company, as warrant
agent. You should refer to the Warrant Agreement relating to the specific
Warrants being offered for the complete terms of the Warrant Agreement and the
Warrants.

     Each Warrant will entitle the holder to purchase the principal amount of
Debt Securities, or the number of shares of Preferred Stock, or Common Stock at
the exercise price set forth in, or calculable as set forth in, the prospectus
supplement. The exercise price may be subject to adjustment upon the occurrence
of certain events, as set forth in the prospectus supplement. After the close
of business on the expiration date of the Warrant, unexercised Warrants will
become void. The place or places where, and the manner in which, Warrants may
be exercised shall be specified in the prospectus supplement.

     The applicable prospectus supplement will describe the following terms,
where applicable, of the Warrants in respect of which this prospectus is being
delivered:

     o   the title of the Warrants;

     o   the aggregate number of the Warrants;


                                       24


     o   the price or prices at which the Warrants will be issued;

     o   the designation, aggregate principal amount and terms of the securities
         purchasable upon exercise of the Warrants;

     o   the designation and terms of the securities with which the Warrants are
         issued and the number of the Warrants issued with each such security;

     o   if applicable, the date on and after which the Warrants and the related
         securities will be separately transferable;

     o   the price at which the securities purchasable upon exercise of the
         Warrants may be purchased;

     o   the date on which the right to exercise the Warrants will commence and
         the date on which the right will expire;

     o   the minimum or maximum amount of the Warrants that may be exercised at
         any one time;

     o   information with respect to book-entry procedures, if any;

     o   a discussion of certain United States Federal income tax
         considerations; and

     o   any other terms of the Warrants, including terms, procedures and
         limitations relating to the exercise of the Warrants.

                              SELLING STOCKHOLDERS

     The table below presents certain information regarding the beneficial
ownership of the Common Stock outstanding as of March 15, 2002 by Frank C.
Lanza, our Chairman, Chief Executive Officer and Director, and Robert V.
LaPenta, our President, Chief Financial Officer and Director.



                                                                                 NUMBER OF SHARES OF COMMON
                                                                               STOCK BENEFICALLY OWNED AFTER
                             SHARES OF COMMON STOCK   MAXIMUM NUMBER OF        THE SALE OF MAXIMUM NUMBER OF
                               BENEFICIALLY OWNED     SHARES OF COMMON            SHARES OF COMMON STOCK
                            ------------------------  STOCK TO BE SOLD      ---------------------------------
NAME OF BENEFICIAL OWNER       NUMBER    PERCENTAGE       HEREUNDER                NUMBER        PERCENTAGE
- --------------------------- ----------- ------------ ------------------     ---------------- ----------------
                                                                         
Frank C. Lanza ............ 2,389,957        5.9%    250,000                    2,139,957           5.3%
Robert V. LaPenta ......... 2,567,593        6.4%    250,000                    2,317,593           5.7%


                              PLAN OF DISTRIBUTION

     L-3 Holdings, L-3 Communications and the selling stockholders may sell the
Offered Securities through underwriters, dealers or agents or directly to one or
more purchasers including through a dividend reinvestment program. The
applicable prospectus supplement will list the names of any underwriters or
agents involved in the sale of the Offered Securities and any applicable
commissions or discounts. In addition, the applicable prospectus supplement will
list any securities exchanges on which the Offered Securities may be listed.

     If underwriters are used in the sale, the Offered Securities will be
acquired by the underwriters for their own account. The underwriters may resell
the Offered Securities in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The Offered Securities may be offered through an
underwriting syndicate represented by many underwriters. The obligations of the
underwriters to purchase the Offered Securities will be subject to certain
conditions. The underwriters will be obligated to purchase all the Offered
Securities if any are purchased. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.

     These Offered Securities may be sold directly by us and the selling
stockholders or through agents. Any agent will be named, and any commissions
payable to that agent will be set forth in the prospectus supplement. Unless
otherwise indicated in the prospectus supplement, any agent will be acting on a
best efforts basis.


                                       25


     We and the selling stockholders may authorize agents, underwriters or
dealers to solicit offers by specified institutions to purchase Offered
Securities pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future. These contracts will be subject only
to those conditions set forth in the prospectus supplement. The prospectus
supplement will set forth the commission payable for soliciting such contracts.

     We and the selling stockholders may agree to indemnify underwriters,
dealers or agents against certain civil liabilities, including liabilities under
the Securities Act of 1933, and may also agree to contribute to payments which
the underwriters, dealers or agents may be required to make.

                                 LEGAL MATTERS

     The validity of each of the securities offered by this prospectus will be
passed upon for us by Simpson Thacher & Bartlett, New York, New York.

                                    EXPERTS

     The following financial statements have been incorporated by reference in
this registration statement in reliance of the reports of PricewaterhouseCoopers
LLP, independent accountants, given on their authority as experts in accounting
and auditing:

     o   Our consolidated financial statements as of December 31, 2001 and 2000
         and for the three years ended December 31, 2001 incorporated by
         reference in this registration statement from our Annual Report on Form
         10-K for the year ended December 31, 2001; and

     o   The combined financial statements of Aircraft Integration Systems
         Business as of December 31, 2001 and 2000 and for the three years ended
         December 31, 2001 incorporated by reference in this registration
         statement from our Current Report on Form 8-K dated March 22, 2002.

                              AVAILABLE INFORMATION

     We are subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, file reports and other
information with the SEC. Such reports and other information can be inspected
and copied at the Public Reference Section of the SEC located at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549 and at a
regional public reference facility maintained by the SEC located at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material can be obtained from the Public Reference Section of the SEC at
prescribed rates. Such material may also be accessed electronically by means of
the SEC's home page on the Internet (http://www.sec.gov).

     So long as we are subject to the periodic reporting requirements of the
Securities Exchange Act, we are required to furnish the information required to
be filed with the SEC to the trustee and the holders of the notes. We have
agreed that, even if we are not required under the Securities Exchange Act to
furnish such information to the SEC, we will nonetheless continue to furnish
information that would be required to be furnished by us by Section 13 of the
Securities Exchange Act to the trustee and the holders of the notes as if it
were subject to such periodic reporting requirements.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate by reference" the information contained
in documents that we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus.
Information in this prospectus supersedes information incorporated by reference
that we filed with the SEC prior to the date of this prospectus, while
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934:


                                       26


     o   Our Annual Report on Form 10-K for the fiscal year ended December 31,
         2001; and

     o   Our Current Report on Form 8-K dated March 22, 2002.

     You can request a copy of these filings at no cost, by writing or calling
us at the following address:

          L-3 Communications Holdings, Inc.
          600 Third Avenue
          New York, New York 10016
          (212) 697-1111
          Attention: Corporate Secretary.


     YOU SHOULD ONLY RELY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY SUPPLEMENT TO THIS PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
SUPPLEMENT TO THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT OF THOSE DOCUMENTS. YOU SHOULD READ ALL INFORMATION SUPPLEMENTING
THIS PROSPECTUS.




                                       27


                PART II INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following is an itemization of all fees and expenses, other than
underwriting discounts and commissions, incurred or expected to be incurred by
L-3 Communications Holdings, Inc. in connection with the issuance and
distribution of the securities being registered hereby. All but the Securities
and Exchange Commission registration fee are estimates and remain subject to
future contingencies.



                                                             
Securities and Exchange Commission registration fee .........    $ 97,118
Legal fees and expenses .....................................     250,000
Accounting fees and expenses ................................     100,000
Trustees' fees and expenses .................................       2,500
Printing and engraving fees .................................     100,000
Miscellaneous expenses ......................................      50,000
                                                                 --------
   Total ....................................................    $599,618
                                                                 ========


ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law (the "DGCL") provides
for, among other things:

     (i)    permissive indemnification for expenses (including attorneys' fees),
            judgments, fines and amounts paid in settlement actually and
            reasonably incurred by designated persons, including directors and
            officers of a corporation, in the event such persons are parties to
            litigation other than stockholder derivative actions if certain
            conditions are met;

     (ii)   permissive indemnification for expenses (including attorneys' fees)
            actually and reasonably incurred by designated persons, including
            directors and officers of a corporation, in the event such persons
            are parties to stockholder derivative actions if certain conditions
            are met;

     (iii)  mandatory indemnification for expenses (including attorneys' fees)
            actually and reasonably incurred by designated persons, including
            directors and officers of a corporation, in the event such persons
            are successful on the merits or otherwise in defense of litigation
            covered by (i) and (ii) above; and

     (iv)   that the indemnification provided for by Section 145 is not deemed
            exclusive of any other rights which may be provided under any
            by-law, agreement, stockholder or disinterested director vote, or
            otherwise.

     In addition to the indemnification provisions of the DGCL described above,
our Certificate of Incorporation (the "Certificate of Incorporation") provides
that we shall, to the fullest extent permitted by the DGCL, (i) indemnify our
officers and directors and (ii) advance expenses incurred by such officers or
directors in relation to any action, suit or proceeding.

     Our Bylaws (the "Bylaws") require the advancement of expenses to an
officer or director (without a determination as to his conduct) in advance of
the final disposition of a proceeding if such person furnishes a written
affirmation of his good faith belief that he has met the applicable standard of
conduct and furnishes a written undertaking to repay any advances if it is
ultimately determined that he is not entitled to indemnification. In connection
with proceedings by or in the right of the Registrant, the Bylaws provide that
indemnification shall include not only reasonable expenses, but also judgments,
fines, penalties and amounts paid in settlement. The Bylaws provide that the
Registrant may, subject to authorization on a case by case basis, indemnify and
advance expenses to employees or agents to the same extent as a director or to
a lesser extent (or greater, as permitted by law) as determined by the board of
directors.

     The Bylaws purport to confer upon officers and directors contractual
rights to indemnification and advancement of expenses as provided therein.


                                      II-1


     Our Certificate of Incorporation limits the personal liability of our
directors to us or our stockholders for monetary damages for breach of the
fiduciary duty as a director, other than liability as a director (i) for breach
of duty of loyalty to us or our stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL (certain illegal distributions) or
(iv) for any transaction for which the director derived an improper personal
benefit.


     We maintain officers' and directors' insurance covering certain
liabilities that may be incurred by officers and directors in the performance
of their duties.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrants have been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

ITEM 16. EXHIBITS

     The following exhibits are filed as part of this registration statement:




 EXHIBIT
   NO.   DESCRIPTION
- -------- --------------------------------------------------------------------------------------------
      
  1.1    Form of Debt Underwriting Agreement*
  1.2    Form of Equity Underwriting Agreement*
  1.3    Form of Preferred Stock Underwriting Agreement*
  1.4    Form of Warrants Underwriting Agreement*
  1.5    Form of Stock Purchase Units Underwriting Agreement*
  1.6    Form of Stock Purchase Contracts Underwriting Agreement*
  4.1    Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 of L-3
         Communications Holdings, Inc.'s Registration Statement on Form S-1, as filed with the
         Commission on February 27, 1998 (File No. 333-46975))
  4.2    By-laws (incorporated herein by reference to Exhibit 3.2 of L-3 Communications Holdings,
         Inc.'s Registration Statement on Form S-1, as filed with the Commission on February 27,
         1998 (File No. 333-46975))
  4.3    Form of stock certificate (incorporated herein by reference to Exhibit 4.1 of L-3
         Communications Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-46975))
  4.4    Stockholders Agreement dated as of April 30, 1997 among L-3 Communications Holdings,
         Inc. and the stockholders parties thereto (incorporated by reference to Exhibit 10.3 to L-3
         Communications Holdings, Inc.'s Registration Statement on Form S-1 No. 333-46975)
  4.5    Form of L-3 Holdings Indenture**
  4.6    Form of L-3 Communications Indenture**
  4.7    Form of L-3 Holdings Debt Security*
  4.8    Form of L-3 Communications Debt Security*
  4.9    Form of Guarantee under Holdings Indenture*
  4.10   Form of Guarantee under Communications Indenture*
  4.11   Form of Preferred Stock share certificate.*
  4.12   Form of Purchase Contract Agreement relating to Stock Purchase Contracts and Stock
         Purchase Units*
  4.13   Form of Pledge Agreement for Stock Purchase Contracts and Stock Purchase Units.*
  4.14   Form of Warrant Agreement*
  5.1    Opinion of Simpson Thacher & Bartlett**
 12      Statements re: Computation of Ratios (incorporated by reference to Exhibit 12 to L-3
         Commuications Holdings, Inc.'s Annual Report on Form 10-K for the fiscal year ended
         December 31, 2001)
 23.1    Consent of PricewaterhouseCoopers LLP**
 23.2    Consent of Simpson Thacher & Bartlett (contained in their opinion filed as Exhibit 5.1)
 24      Power of Attorney of L-3 Communications Holdings, Inc., L-3 Communications Corporation
         and the Additional Registrants (included on the signature pages hereto)
 25.1    Statement of Eligibility of Trustee on Form T-1 under the Holdings Indenture**
 25.2    Statement of Eligibility of Trustee on Form T-1 under the Communications Indenture**


- ----------
*     To be filed with a subsequent 8-K
**    Filed herewith


                                      II-2


ITEM 17. UNDERTAKINGS

(a)  The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
         post-effective amendment to this registration statement:

         (i)   To include any prospectus required by Section 10(a)(3) of the
               Securities Act;

         (ii)  To reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more that a 20
               percent change in the maximum aggregate offering price set forth
               in the "Calculation of Registration Fee" table in the effective
               Registration Statement; and

         (iii) To include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
         Act, each such post-effective amendment shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.

(b)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     registrant pursuant to the foregoing provisions, or otherwise, the
     registrant has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the Securities
     Act, and is, therefore, unenforceable. In the event that a claim for
     indemnification against such liabilities (other than the payment by a
     registrant of expenses incurred or paid by a director, officer or
     controlling person of such registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

(c)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Act, each filing of the registrant's
     Annual Report on Form 10-K pursuant to section 13(a) or section 15(d) of
     the Securities Exchange Act of 1934 (and, where applicable, each filing of
     an employee benefit plan's annual report pursuant to section 15(d) of the
     Securities Exchange Act of 1934) that is incorporated by reference in the
     registration statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(d)  The undersigned registrant hereby undertakes to file an application for the
     purpose of determining the eligibility of the trustee to act under
     Subsection (a) of Section 310 of the Trust Indenture Act in accordance with
     the rules and regulations prescribed by the Commission under Section
     305(b)(2) of the Trust Indenture Act.


                                      II-3


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that is has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of New York, state of New York, on March 22, 2002.


                               L-3 COMMUNICATIONS HOLDINGS, INC.


                               By: /s/ Christopher C. Cambria
                                 ------------------------------------
                               Christopher C. Cambria, Senior Vice President --
                               General Counsel and Secretary


                       SIGNATURES AND POWERS OF ATTORNEY

     Each person whose signature appears below authorizes Christopher C.
Cambria, Michael T. Strianese, Frank C. Lanza, Robert V. LaPenta, or any of
them, as his attorney in fact and agent, with full power of substitution and
resubstitution, to execute, in his name and on his behalf, in any and all
capacities, this Registration Statement on Form S-3 and any amendments thereto
(and any additional registration statement related thereto permitted by Rule 462
(b) promulgated under the Securities Act of 1933 (and all further amendments
including post-effective amendments thereto) necessary or advisable to enable
the registrant to comply with the Securities Act of 1933, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
respect thereof, in connection with the registration of the securities which are
the subject of such registration statement, which amendments may make such
changes in such registration statement as such attorney may deem appropriate,
and with full power and authority to perform and do any and all acts and things
whatsoever which any such attorney or substitute may deem necessary or advisable
to be performed or done in connection with any or all of the above-described
matters, as fully as each of the undersigned could do if personally present and
acting, hereby ratifying and approving all acts of any such attorney or
substitute.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



          SIGNATURE                                TITLE                           DATE
- -----------------------------   ------------------------------------------   ---------------
                                                                       
 /s/ Frank C. Lanza             Chairman, Chief Executive Officer and        March 22, 2002
 ----------------------------   Director
  Frank C. Lanza


 /s/ Robert V. LaPenta          President, Chief Financial Officer and       March 22, 2002
 ----------------------------   Director
  Robert V. LaPenta


 /s/ Christopher C. Cambria     Senior Vice President -- General Counsel     March 22, 2002
 ----------------------------   and Secretary
  Christopher C. Cambria


 /s/ Michael T. Strianese       Senior Vice President -- Finance             March 22, 2002
 ----------------------------
  Michael T. Strianese


 /s/ Thomas A. Corcoran         Director                                     March 22, 2002
 ----------------------------
  Thomas A. Corcoran


 /s/ Robert B. Millard          Director                                     March 22, 2002
 ----------------------------
  Robert B. Millard


 /s/ John E. Montague           Director                                     March 22, 2002
 ----------------------------
  John E. Montague


                                      II-4





          SIGNATURE               TITLE           DATE
- ----------------------------   ----------   ---------------
                                      
 /s/ John M. Shalikashvili     Director     March 22, 2002
 ---------------------------
  John M. Shalikashvili


 /s/ Arthur L. Simon           Director     March 22, 2002
 ---------------------------
  Arthur L. Simon


 /s/ Alan H. Washkowitz        Director     March 22, 2002
 ---------------------------
  Alan H. Washkowitz




                                      II-5


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the city of New York, state of New York, on March 22, 2002.

                               L-3 COMMUNICATIONS CORPORATION



                               By:  /s/ Christopher C. Cambria
                                 ------------------------------------
                               Christopher C. Cambria, Senior Vice President --
                               General Counsel and Secretary


                       SIGNATURES AND POWERS OF ATTORNEY

     Each person whose signature appears below authorizes Christopher C.
Cambria, Michael T. Strianese, Frank C. Lanza, Robert V. LaPenta, or any of
them, as his attorney in fact and agent, with full power of substitution and
resubstitution, to execute, in his name and on his behalf, in any and all
capacities, this Registration Statement on Form S-3 and any amendments thereto
(and any additional registration statement related thereto permitted by Rule 462
(b) promulgated under the Securities Act of 1933 (and all further amendments
including post-effective amendments thereto) necessary or advisable to enable
the registrant to comply with the Securities Act of 1933, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
respect thereof, in connection with the registration of the securities which are
the subject of such registration statement, which amendments may make such
changes in such registration statement as such attorney may deem appropriate,
and with full power and authority to perform and do any and all acts and things
whatsoever which any such attorney or substitute may deem necessary or advisable
to be performed or done in connection with any or all of the above-described
matters, as fully as each of the undersigned could do if personally present and
acting, hereby ratifying and approving all acts of any such attorney or
substitute.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.




          SIGNATURE                               TITLE                          DATE
- -----------------------------   ----------------------------------------   ---------------
                                                                     
       /s/ Frank C. Lanza       Chairman, Chief Executive Officer and      March 22, 2002
- -----------------------------   Director
         Frank C. Lanza


     /s/ Robert V. LaPenta      President, Chief Financial Officer and     March 22, 2002
- -----------------------------   Director
       Robert V. LaPenta


   /s/ Michael T. Strianese     Senior Vice President -- Finance           March 22, 2002
- -----------------------------
     Michael T. Strianese


    /s/ Thomas A. Corcoran      Director                                   March 22, 2002
- -----------------------------
      Thomas A. Corcoran


     /s/ Robert B. Millard      Director                                   March 22, 2002
- -----------------------------
       Robert B. Millard


     /s/ John E. Montague       Director                                   March 22, 2002
- -----------------------------
        John E. Montague


  /s/ John M. Shalikashvili     Director                                   March 22, 2002
- -----------------------------
     John M. Shalikashvili


      /s/ Arthur L. Simon       Director                                   March 22, 2002
- -----------------------------
        Arthur L. Simon


    /s/ Alan H. Washkowitz      Director                                   March 22, 2002
- -----------------------------
      Alan H. Washkowitz


                                      II-6


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each of the
registrants certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of New York, state of New York, on March 22, 2002.


                                        ELECTRODYNAMICS, INC.
                                        L-3 COMMUNICATIONS DBS MICROWAVE, INC.
                                        L-3 COMMUNICATIONS STORM CONTROL
                                         SYSTEMS, INC.
                                        MICRODYNE CORPORATION

                                        By:  /s/ Christopher C. Cambria
                                          ------------------------------------
                                        Christopher C. Cambria, Vice President
                                        and Secretary


                       SIGNATURES AND POWERS OF ATTORNEY

     Each person whose signature appears below authorizes Christopher C.
Cambria, Frank C. Lanza, Robert V. LaPenta, or any of them, as his attorney in
fact and agent, with full power of substitution and resubstitution, to execute,
in his name and on his behalf, in any and all capacities, this Registration
Statement on Form S-3 and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462 (b) promulgated
under the Securities Act of 1933 (and all further amendments including
post-effective amendments thereto) necessary or advisable to enable the
registrants to comply with the Securities Act of 1933, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
respect thereof, in connection with the registration of the securities which
are the subject of such registration statement, which amendments may make such
changes in such registration statement as such attorney may deem appropriate,
and with full power and authority to perform and do any and all acts and things
whatsoever which any such attorney or substitute may deem necessary or
advisable to be performed or done in connection with any or all of the
above-described matters, as fully as each of the undersigned could do if
personally present and acting, hereby ratifying and approving all acts of any
such attorney or substitute.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.






           SIGNATURE                               TITLE                          DATE
- ------------------------------   ----------------------------------------   ---------------
                                                                      
       /s/ Frank C. Lanza        Chief Executive Officer and Director       March 22, 2002
 -----------------------------
          Frank C. Lanza


     /s/ Robert V. LaPenta       Chief Financial Officer and Director       March 22, 2002
 -----------------------------
        Robert V. LaPenta


  /s/ Christopher C. Cambria     Vice President, Secretary and Director     March 22, 2002
 -----------------------------
     Christopher C. Cambria




                                      II-7


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, each of the
registrants certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of New York, state of New York, on March 22, 2002.



                                     AMI INSTRUMENTS, INC.
                                     APCOM, INC.
                                     CELERITY SYSTEMS INCORPORATED
                                     COLEMAN RESEARCH CORPORATION
                                     EER SYSTEMS, INC.
                                     HENSCHEL INC.
                                     HYGIENETICS ENVIRONMENTAL
                                      SERVICES, INC.
                                     INTERSTATE ELECTRONICS CORPORATION
                                     KDI PRECISION PRODUCTS, INC.
                                     L-3 COMMUNICATIONS AIS GP CORPORATION
                                     L-3 COMMUNICATIONS ANALYTICS CORPORATION
                                     L-3 COMMUNICATIONS ATLANTIC SCIENCE AND
                                      TECHNOLOGY CORPORATION
                                     L-3 COMMUNICATIONS AYDIN CORPORATION
                                     L-3 COMMUNICATIONS ESSCO, INC.
                                     L-3 COMMUNICATIONS ILEX SYSTEMS, INC.
                                     L-3 COMMUNICATIONS INVESTMENTS, INC.
                                     L-3 COMMUNICATIONS SPD
                                      TECHNOLOGIES, INC.
                                     MICRODYNE COMMUNICATIONS  TECHNOLOGIES
                                     INCORPORATED
                                     MICRODYNE OUTSOURCING INCORPORATED
                                     MPRI, INC.
                                     PAC ORD INC.
                                     POWER PARAGON, INC.
                                     SPD ELECTRICAL SYSTEMS, INC.
                                     SPD HOLDINGS, INC.
                                     SPD SWITCHGEAR INC.
                                     SOUTHERN CALIFORNIA MICROWAVE, INC.



                                     By:  /s/ Christopher C. Cambria
                                       --------------------------------------
                                     Christopher C. Cambria, Vice President
                                     and Secretary

                       SIGNATURES AND POWERS OF ATTORNEY

     Each person whose signature appears below authorizes Christopher C.
Cambria, Frank C. Lanza, Robert V. LaPenta, or any of them, as his attorney in
fact and agent, with full power of substitution and resubstitution, to execute,
in his name and on his behalf, in any and all capacities, this Registration
Statement on Form S-3 and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462 (b) promulgated
under the Securities Act of 1933 (and all further amendments including
post-effective amendments thereto) necessary or advisable to enable the
registrants to comply with the Securities Act of 1933, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
respect thereof, in connection with the registration of the securities which are
the subject of such registration statement, which amendments


                                      II-8


may make such changes in such registration statement as such attorney may deem
appropriate, and with full power and authority to perform and do any and all
acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of
the above-described matters, as fully as each of the undersigned could do if
personally present and acting, hereby ratifying and approving all acts of any
such attorney or substitute.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.




           SIGNATURE                         TITLE                     DATE
- ------------------------------   -----------------------------   ---------------
                                                           
       /s/ Frank C. Lanza        Chief Executive Officer         March 22, 2002
 -----------------------------
          Frank C. Lanza


     /s/ Robert V. LaPenta       Chief Financial Officer         March 22, 2002
 -----------------------------
        Robert V. LaPenta


  /s/ Christopher C. Cambria     Vice President and Director     March 22, 2002
 -----------------------------
     Christopher C. Cambria




                                      II-9


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, each of the
registrants certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of New York, state of New York, on March 22, 2002.

                                 L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P.

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


                                 By:  /s/ Christopher C. Cambria
                                    -----------------------------------------
                                 Name: Christopher C. Cambria
                                 Title: Vice President and Secretary

                        SIGNATURES AND POWERS OF ATTORNEY

     Each person whose signature appears below authorizes Christopher C.
Cambria, Frank C. Lanza, Robert V. LaPenta, or any of them, as his attorney in
fact and agent, with full power of substitution and resubstitution, to execute,
in his name and on his behalf, in any and all capacities, this Registration
Statement on Form S-3 and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462 (b) promulgated
under the Securities Act of 1933 (and all further amendments including
post-effective amendments thereto) necessary or advisable to enable the
registrants to comply with the Securities Act of 1933, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
respect thereof, in connection with the registration of the securities which are
the subject of such registration statement, which amendments may make such
changes in such registration statement as such attorney may deem appropriate,
and with full power and authority to perform and do any and all acts and things
whatsoever which any such attorney or substitute may deem necessary or advisable
to be performed or done in connection with any or all of the above-described
matters, as fully as each of the undersigned could do if personally present and
acting, hereby ratifying and approving all acts of any such attorney or
substitute.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



           SIGNATURE                         TITLE                     DATE
- ------------------------------   -----------------------------   ---------------
                                                           
       /s/ Frank C. Lanza        Chief Executive Officer         March 22, 2002
 -----------------------------
          Frank C. Lanza


     /s/ Robert V. LaPenta       Chief Financial Officer         March 22, 2002
 -----------------------------
        Robert V. LaPenta


  /s/ Christopher C. Cambria     Vice President and Director     March 22, 2002
 -----------------------------
     Christopher C. Cambria


                                      II-10


                               INDEX TO EXHIBITS







 EXHIBIT
   NO.     DESCRIPTION
- --------   ---------------------------------------------------------------------------------------------
        
 1.1       Form of Debt Underwriting Agreement*
 1.2       Form of Equity Underwriting Agreement*
 1.3       Form of Preferred Stock Underwriting Agreement*
 1.4       Form of Warrants Underwriting Agreement*
 1.5       Form of Stock Purchase Units Underwriting Agreement*
 1.6       Form of Stock Purchase Contracts Underwriting Agreement*
 4.1       Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 of L-3
           Communications Holdings, Inc.'s Registration Statement on Form S-1, as filed with the
           Commission on February 27, 1998 (File No. 333-46975))
 4.2       By-laws (incorporated herein by reference to Exhibit 3.2 of L-3 Communications Holdings,
           Inc.'s Registration Statement on Form S-1, as filed with the Commission on February 27, 1998
           (File No. 333-46975))
 4.3       Form of stock certificate (incorporated herein by reference to Exhibit 4.1 of L-3
           Communications Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-46975))
 4.4       Stockholders Agreement dated as of April 30, 1997 among L-3 Communications Holdings, Inc.
           and the stockholders parties thereto (incorporated by reference to Exhibit 10.3 to L-3
           Communications Holdings, Inc.'s Registration Statement on Form S-1 No. 333-46975)
 4.5       Form of L-3 Holdings Indenture**
 4.6       Form of L-3 Communications Indenture**
 4.7       Form of L-3 Holdings Debt Security*
 4.8       Form of L-3 Communications Debt Security*
 4.9       Form of Guarantee under Holdings Indenture*
 4.10      Form of Guarantee under Communications Indenture*
 4.11      Form of Preferred Stock share certificate*
 4.12      Form of Purchase Contract Agreement relating to Stock Purchase Contracts and Stock
           Purchase Units*
 4.13      Form of Pledge Agreement for Stock Purchase Contracts and Stock Purchase Units*
 4.14      Form of Warrant Agreement*
 5.1       Opinion of Simpson Thacher & Bartlett**
12         Statements re: Computation of Ratios (incorporated by reference to Exhibit 12 to L-3
           Commuications Holdings, Inc.'s Annual Report on Form 10-K for the fiscal year ended
           December 31, 2001)
23.1       Consent of PricewaterhouseCoopers LLP**
23.2       Consent of Simpson Thacher & Bartlett (contained in their opinion filed as Exhibit 5.1)
24         Power of Attorney of L-3 Communications Holdings, Inc., L-3 Communications Corporation
           and the Additional Registrants (included on the signature pages hereto)
25.1       Statement of Eligibility of Trustee on Form T-1 under the Holdings Indenture**
25.2       Statement of Eligibility of Trustee on Form T-1 under the Communications Indenture**

- ----------
*     To be filed with a subsequent 8-K

**    Filed herewith


                                     II-11

EX-4.5

                                                                   Exhibit 4.5
================================================================================



                        L-3 COMMUNICATIONS HOLDINGS, INC.
                                     ISSUER






                                       and






                              THE BANK OF NEW YORK
                                     TRUSTEE






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

                                    INDENTURE

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






                           DATED AS OF ________, 2002




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


                         FORM OF L-3 HOLDINGS INDENTURE







                                                                     Exhibit 4.5


                        L-3 COMMUNICATIONS HOLDINGS, INC.
         Reconciliation and tie between Trust Indenture Act of 1939 and
                     Indenture, dated as of ________, 2002


TRUST INDENTURE ACT SECTION                                   INDENTURE SECTION
- ---------------------------                                   -----------------

ss.310 (a)(1)........................................           6.09
       (a)(2)........................................           6.09
       (a)(3)........................................           Not Applicable
       (a)(4)........................................           Not Applicable
       (b)...........................................           6.08
                                                                6.10
ss.311 (a)...........................................           6.13(a)
       (b)...........................................           6.13(b)
ss.312 (a)...........................................           7.01
                                                                7.02(a)
       (b)...........................................           7.02(b)
       (c)...........................................           7.02(c)
ss.313 (a)...........................................           7.03(a)
       (b)...........................................           7.03(b)
       (c)...........................................           7.03(a)
                                                                7.03(b)
       (d)...........................................           7.03(c)
ss.314 (a)...........................................           7.04
       (c)(1)........................................           1.02
       (c)(2)........................................           1.02
       (c)(3)........................................           Not Applicable
       (d)...........................................           Not Applicable
       (e)...........................................           1.02
ss.315 (a)...........................................           6.01(a)
       (b)...........................................           6.02
       (c)...........................................           6.01(b)
       (d)...........................................           6.01(c)
       (d)(1)........................................           6.01(c)
       (d)(2)........................................           6.01(c)(2)
       (d)(3)........................................           6.01(c)(3)
       (e)...........................................           5.09
ss.316 (a)...........................................           5.08
       (a)(1)(A).....................................           5.08
       (a)(1)(B).....................................           5.02
                                                                5.08
       (a)(2)........................................           Not Applicable
       (b)...........................................           5.05
ss.317 (a)(1)........................................           5.03
       (a)(2)........................................           5.03
       (b)...........................................           10.03
ss.318 (a)...........................................            1.07

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

     Note: This reconciliation and tie shall not, for any purpose, be deemed to
     be a part of the Indenture.




                                TABLE OF CONTENTS



                                                                                                               PAGE
                                                                                                               ----
                                                                                                            
PARTIES...........................................................................................................1
RECITALS..........................................................................................................1

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...............................................1
           SECTION 1.01. Definitions..............................................................................1
           "Act"..................................................................................................2
           "Affiliate" ...........................................................................................2
           "Authenticating Agent".................................................................................2
           "Board of Directors"...................................................................................2
           "Board Resolution".....................................................................................2
           "Business Day".........................................................................................2
           "Commission"...........................................................................................2
           "Company"..............................................................................................2
           "Company Request" and "Company Order"..................................................................2
           "Corporate Trust Office"...............................................................................2
           "Covenant Defeasance Option"...........................................................................3
           "Default"..............................................................................................3
           "Defaulted Interest"...................................................................................3
           "Discharged"...........................................................................................3
           "Eligible Guarantors"..................................................................................3
           "Event of Default".....................................................................................3
           "Exchange Act".........................................................................................3
           "Global Security"......................................................................................3
           "Guarantee"............................................................................................3
           "Guarantor"............................................................................................3
           "Holder" ..............................................................................................3
           "Indenture"............................................................................................3
           "interest" ............................................................................................3
           "Interest Payment Date"................................................................................3
           "Legal Defeasance Option"..............................................................................3
           "Maturity".............................................................................................4
           "Officer" .............................................................................................4
           "Officers' Certificate"................................................................................4
           "Opinion of Counsel"...................................................................................4
           "Original Issue Discount Security".....................................................................4
           "Outstanding"..........................................................................................4
           "Paying Agent".........................................................................................5
           "Person"      .........................................................................................5
           "Predecessor Security".................................................................................5
           "Redemption Date"......................................................................................5


                                                             i





                                                                                                                PAGE
                                                                                                                ----
                                                                                                             
           "Redemption Price".....................................................................................5
           "Responsible Officer"..................................................................................5
           "Securities"...........................................................................................5
           "Security Register" and "Security Registrar"...........................................................5
           "Significant Subsidiary"...............................................................................6
           "Special Record Date"..................................................................................6
           "Stated Maturity"......................................................................................6
           "Subsidiary"...........................................................................................6
           "Trustee"..............................................................................................6
           "Trust Indenture Act"..................................................................................6
           "United States"........................................................................................6
           "U.S. Depositary"......................................................................................6
           "U.S. Government Obligations"..........................................................................6
           "Voting Stock".........................................................................................6
           "Yield to Maturity" ...................................................................................6
           SECTION 1.02. Compliance Certificates and Opinions.....................................................7
           SECTION 1.03. Form of Documents Delivered to Trustee...................................................7
           SECTION 1.04. Acts of Holders..........................................................................8
           SECTION 1.05. Notices, etc., to Trustee and Company....................................................8
           SECTION 1.06. Notice to Holders; Waiver................................................................9
           SECTION 1.07. Conflict with Trust Indenture Act........................................................9
           SECTION 1.08. Effect of Headings and Table of Contents.................................................9
           SECTION 1.09. Successors and Assigns...................................................................9
           SECTION 1.10. Separability Clause......................................................................9
           SECTION 1.11. Benefits of Indenture...................................................................10
           SECTION 1.12. Governing Law...........................................................................10
           SECTION 1.13. Legal Holidays..........................................................................10
           SECTION 1.14. Indenture and Securities Solely Corporate Obligations...................................10
           SECTION 1.15. No Security Interest Created............................................................10

ARTICLE TWO    SECURITY FORMS....................................................................................10

           SECTION 2.01. Forms Generally.........................................................................10
           SECTION 2.02. Form of Trustee's Certificate of Authentication.........................................11
           SECTION 2.03. Securities in Global Form...............................................................11

ARTICLE THREE    THE SECURITIES .................................................................................11

           SECTION 3.01. Amount Unlimited; Issuable in Series....................................................11
           SECTION 3.02. Denominations...........................................................................13
           SECTION 3.03. Authentication and Dating...............................................................13
           SECTION 3.04. Execution of Securities.................................................................14
           SECTION 3.05. Exchange and Registration of Transfer of Securities.....................................15
           SECTION 3.06. Mutilated, Destroyed, Lost or Stolen Securities.........................................15
           SECTION 3.07. Temporary Securities....................................................................16


                                                            ii




                                                                                                                PAGE
                                                                                                                ----
                                                                                                             
           SECTION 3.08. Payment of Interest; Interest Rights Preserved..........................................18
           SECTION 3.09. Persons Deemed Owners...................................................................19
           SECTION 3.10. Cancellation............................................................................19
           SECTION 3.11. Computation of Interest.................................................................19
           SECTION 3.12. CUSIP Numbers...........................................................................20

ARTICLE FOUR    SATISFACTION AND DISCHARGE.......................................................................20

           SECTION 4.01. Satisfaction and Discharge of Indenture.................................................20
           SECTION 4.02. Application of Trust Money..............................................................21

ARTICLE FIVE    REMEDIES.........................................................................................21

           SECTION 5.01. Events of Default.......................................................................21
           SECTION 5.02. Acceleration of Maturity; Rescission and Annulment......................................22
           SECTION 5.03. Payment of Securities on Default; Suit Therefor.........................................24
           SECTION 5.04. Application of Moneys Collected by Trustee..............................................25
           SECTION 5.05. Proceedings by Holders..................................................................26
           SECTION 5.06. Proceedings by Trustee..................................................................26
           SECTION 5.07. Remedies Cumulative and Continuing......................................................26
           SECTION 5.08. Direction of Proceedings and Waiver of Defaults by Majority of Holders..................27
           SECTION 5.09. Undertaking to Pay Costs................................................................27

ARTICLE SIX    THE TRUSTEE ......................................................................................28

           SECTION 6.01. Certain Duties and Responsibilities.....................................................28
           SECTION 6.02. Notice of Defaults......................................................................29
           SECTION 6.03. Certain Rights of Trustee...............................................................29
           SECTION 6.04. Not Responsible for Recitals or Issuance of Securities..................................30
           SECTION 6.05. May Hold Securities.....................................................................31
           SECTION 6.06. Money Held in Trust.....................................................................31
           SECTION 6.07. Compensation and Reimbursement..........................................................31
           SECTION 6.08. Disqualification; Conflicting Interests.................................................32
           SECTION 6.09. Corporate Trustee Required; Eligibility.................................................32
           SECTION 6.10. Resignation and Removal; Appointment of Successor.......................................32
           SECTION 6.11. Acceptance of Appointment by Successor..................................................34
           SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business.............................35
           SECTION 6.13. Preferential Collection of Claims Against Company.......................................35
           SECTION 6.14. Appointment of Authenticating Agent.....................................................38

ARTICLE SEVEN    HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY...............................................40

           SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders...............................40
           SECTION 7.02. Preservation of Information:  Communications to Holders.................................40


                                                         iii




                                                                                                                PAGE
                                                                                                                ----
                                                                                                             

           SECTION 7.03. Reports by Trustee......................................................................41
           SECTION 7.04. Reports by Company......................................................................43

ARTICLE EIGHT    CONSOLIDATION, MERGER, SALE, CONVEYANCE OR LEASE................................................44

           SECTION 8.01. Consolidations and Mergers of Company and Conveyances Permitted Subject to Certain
                         Conditions..............................................................................44
           SECTION 8.02. Rights and Duties of Successor Corporation..............................................44
           SECTION 8.03. Officers' Certificate and Opinion of Counsel............................................45

ARTICLE NINE    SUPPLEMENTAL INDENTURES..........................................................................45

           SECTION 9.01. Supplemental Indentures without Consent of Holders......................................45
           SECTION 9.02. Supplemental Indentures with Consent of Holders.........................................47
           SECTION 9.03. Compliance with Trust Indenture Act; Effect of Supplemental Indentures..................48
           SECTION 9.04. Notation on Securities..................................................................48
           SECTION 9.05. Evidence of Compliance of Supplemental Indenture to be Furnished Trustee................48

ARTICLE TEN    COVENANTS   ......................................................................................48

          SECTION 10.01. Payment of Principal and Interest.......................................................48
          SECTION 10.02. Maintenance of Office or Agency.........................................................48
          SECTION 10.03. Money for Security Payments to be Held in Trust.........................................49
          SECTION 10.04. Payment of Taxes and Other Claims.......................................................50
          SECTION 10.05. Maintenance of Properties...............................................................50
          SECTION 10.06. Statement as to Default.................................................................50
          SECTION 10.07. Corporate Existence.....................................................................51
          SECTION 10.08. Waiver of Certain Covenants.............................................................51
          SECTION 10.09. Calculation of Original Issue Discount..................................................51

ARTICLE ELEVEN    REDEMPTION OF SECURITIES.......................................................................51

           SECTION 11.01. Applicability of Article...............................................................51
           SECTION 11.02. Notice of Redemption; Selection of Securities..........................................51
           SECTION 11.03. Payment of Securities Called for Redemption............................................52

ARTICLE TWELVE    SINKING FUNDS..................................................................................53

           SECTION 12.01. Applicability of Article...............................................................53
           SECTION 12.02. Satisfaction of Mandatory Sinking Fund Payments with Securities........................53
           SECTION 12.03. Redemption of Securities for Sinking Fund..............................................53

ARTICLE THIRTEEN    HOLDERS' MEETINGS............................................................................54



                                                       iv





                                                                                                                 PAGE
                                                                                                                 ----
                                                                                                             
           SECTION 13.01. Purposes of Meetings...................................................................54
           SECTION 13.02. Call of Meetings by Trustee............................................................55
           SECTION 13.03. Call of Meetings by Company or Holders.................................................55
           SECTION 13.04. Qualifications for Voting..............................................................55
           SECTION 13.05. Regulations ...........................................................................55
           SECTION 13.06. Voting ................................................................................56
           SECTION 13.07. Revocation by Holders..................................................................57
           SECTION 13.08. No Delay ..............................................................................57
           SECTION 13.09. Action by Holders......................................................................57

ARTICLE FOURTEEN    DEFEASANCE...................................................................................58

           SECTION 14.01. Applicability of Article...............................................................58
           SECTION 14.02. Defeasance Upon Deposit of Moneys or U.S. Government Obligations.......................58
           SECTION 14.03. Deposited Moneys and U.S. Government Obligations to Be Held in Trust...................59
           SECTION 14.04. Repayment to Company...................................................................60

                                                          v






         FORM OF INDENTURE, dated as of ________, 2002 between L-3
Communications Holdings, Inc., a Delaware corporation (hereinafter called the
"Company"), and The Bank of New York, a New York banking corporation,
(hereinafter called the "Trustee").


                             RECITALS OF THE COMPANY


         WHEREAS, the Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness to be issued in one or more
series (herein called the "Securities"), as in this Indenture provided, up to
such principal amount or amounts as may from time to time be authorized in or
pursuant to one or more Board Resolutions; and


         WHEREAS, all things necessary to make this Indenture a valid and
legally binding agreement of the Company, in accordance with its terms, have
been done.


         NOW, THEREFORE, THIS INDENTURE WITNESSETH:


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


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION


         SECTION 1.01. Definitions.


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


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

              (2) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

              (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles, and the term "generally accepted accounting
         principles" with respect to any computation required or permitted
         hereunder shall mean such accounting principles which are generally
         accepted at the date or time of such computation; and

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


         Certain terms, used principally in Article Six, are defined in that
Article.




                                                                               2

         "Act" when used with respect to any Holder has the meaning specified in
Section 1.04.


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


         "Authenticating Agent" means any authenticating agent appointed by the
Trustee pursuant to Section 6.14.

         "Board of Directors" means the board of directors of the Company or any
duly authorized committee of that board or any director or directors and/or
officer or officers of the Company to whom that board or committee shall have
duly delegated its authority.

         "Board Resolution" means (1) a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, or (2) a certificate signed by the director or directors and/or
officer or officers to whom the Board of Directors or any duly authorized
committee of that board shall have duly delegated its authority, in each case
delivered to the T rustee for the Securities of any series.

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

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

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

         "Company Request" and "Company Order" mean, respectively, a written
request or order signed in the name of the Company by the Chairman of the Board,
the President or a Vice President (any reference to a Vice President of the
Company herein shall be deemed to include any Vice President of the Company
whether or not designated by a number or a word or words added before or after
the title "Vice President"), and by the Chief Financial Officer, Treasurer, an A
ssistant Treasurer, the Controller, an Assistant Controller, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee.

         "Corporate Trust Office" of the Trustee means the principal corporate
trust office of the Trustee at which at any particular time its corporate trust
business shall be principally administered, which office as of the date hereof
is located at 101 Barclay Street, Floor 21 West, New York, New York 10286,
Attention: Corporate Trust Administration.




                                                                               3


         "Covenant Defeasance Option" has the meaning specified in Section
14.02.

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

         "Defaulted Interest" has the meaning specified in Section 3.08.

         "Discharged" has the meaning specified in Section 14.02.

         "Eligible Guarantors" means the Company's domestic Subsidiaries.

         "Event of Default" has the meaning specified in Article Five.

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

         "Global Security" means a Security evidencing all or part of a series
of Securities, including, without limitation, any temporary or permanent Global
Securities.

         "Guarantee" means each unconditional guarantee by an Eligible Guarantor
of Securities of any series.

         "Guarantor" has the meaning specified in Section 3.01.

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

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the form and terms of particular series of Securities
established as contemplated hereunder; provided, however, that if at any time
more than one Person is acting as Trustee under this instrument, "Indenture"
shall mean with respect to any one or more series of Securities for which such
Person is Trustee, this instrument as originally executed or as it may from time
to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and shall include the
terms of particular series of Securities for which such person is Trustee
established as contemplated by Section 3.01, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which
such Person is not Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person had
become such Trustee but to which such Person, as such Trustee, was not a party.

         "interest" when used with respect to non-interest bearing Securities
means interest payable after Maturity.

         "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Security (in the case of an interest-bearing Security).

         "Legal Defeasance Option" has the meaning specified in Section 14.02.





                                                                               4

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

         "Officer" of the Company means the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Financial Officer, the Treasurer,
the Controller, any Vice President or the Secretary of the Company.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Chief Financial
Officer, the Treasurer, an Assistant Treasurer, the Controller, an Assistant
Controller, the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may
(except as otherwise expressly provided in this Indenture) be counsel for the
Company.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the maturity thereof pursuant to Section 5.02.

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

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


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

              (iii) Securities in exchange for or in lieu of which other
         Securities have been authenticated and delivered pursuant to this
         Indenture;

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




                                                                               5

         In determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding for such purpose shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of the acceleration of the
maturity thereof pursuant to Section 5.02.

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

         "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust, estate,
unincorporated organization or government or any agency or political subdivision
thereof, and shall include any syndicate or group that would be deemed to be a
person under Section 13(d)(3) of the Exchange Act.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

         "Redemption Date" when used with respect to any Security to be redeemed
means the date fixed for such redemption by or pursuant to the Board Resolution
or supplemental indenture establishing the series of Securities of which the
Security to be redeemed is a member.

         "Redemption Price" when used with respect to any Security to be
redeemed means the price at which it is to be redeemed pursuant to the Board
Resolution or supplemental indenture establishing the series of Securities of
which the Security to be redeemed is a member.

         "Regular Record Date" for the interest payable on any Interest Payment
Date (in the case of an interest-bearing Security) means such date or dates as
may be fixed for such purpose in the Board Resolution or supplemental indenture
establishing the series of Securities of which the Security is a member.

         "Responsible Officer" when used with respect to the Trustee means any
officer in the Corporate Trust Office of the Trustee and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of such officer's knowledge of and familiarity with
the particular subject.

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture; provided, however, that if at any time there is more than
one Person acting as Trustee under this instrument, "Securities" with respect to
the Indenture as to which such Person is Trustee shall have the meaning stated
in the first recital of this instrument and shall more particularly mean
Securities authentic ated and delivered under this instrument, exclusive,
however of Securities of any series as to which such Person is not Trustee.

         "Security Register" and "Security Registrar" , have the meanings
specified in Section 3.05.





                                                                               6

         "Significant Subsidiary" means any Subsidiary which is a "significant
subsidiary" within the meaning of Rule 405 under the Securities Act of 1933, as
amended.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.08.

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

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

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee; provided, however, that if at any
time there is more than one such person, "Trustee" as used with respect to the
Securities of any series shall mean only the Trustee with respect to Securities
of that series.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
by the Trust Indenture Reform Act of 1990, as in force at the date as of which
this instrument was executed, except as provided in Section 9.03.

         "United States" means the United States excluding its territories and
possessions.

         "U.S. Depositary" means a clearing agency registered under the
Securities Exchange Act of 1934, as amended, or any successor thereto, which
shall in either case be designated by the Corporation pursuant to Section 3.01,
until a successor U.S. Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "U.S. Depositary" shall
mean or include each Person who is then a U.S. Depositary hereunder, and if at
any time there is more than one such Person, "U.S. Depositary" as used with
respect to the Securities of any series shall mean the U.S. Depositary with
respect to the Securities of that series.

         "U.S. Government Obligations" has the meaning specified in Section
14.02.

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

         "Yield to Maturity" means the yield to maturity, calculated at the time
of issuance of a series of Securities or, if applicable, at the most recent
redetermination of interest on such series and calculated in accordance with
accepted financial practice.





                                                                               7

         SECTION 1.02. Compliance Certificates and Opinions.

                 Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall,
upon the request of the Trustee, furnish to the Trustee (1) an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and (2) an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

         Every certificate (other than certificates provided pursuant to Section
10.06) or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include

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

              (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

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

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

         SECTION 1.03. Form of Documents Delivered to Trustee.

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

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




                                                                               8


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

         SECTION 1.04. Acts of Holders.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee, and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and
the Company and any agent of the Trustee or the Company, if made in the manner
provided in this Section.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by an officer of a corporation or association or a member of a
partnership or an official of a public or governmental body, on behalf of such
corporate, association, partnership, or public or governmental body or by a
fiduciary, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine.

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

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

         SECTION 1.05. Notices, etc., to Trustee and Company.

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

              (1) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if in writing and mailed,
         first-class postage prepaid, to the Trustee addressed to it at its
         Corporate Trust Office;





                                                                               9


              (2) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder if in writing and mailed,
         first-class postage prepaid, to the Company addressed to it at 600
         Third Avenue, 35th Floor, New York, New York 10016, Attention: Vice
         President-Finance, or at any other address previously furnished in
         writing to the Trustee by the Company.

         SECTION 1.06. Notice to Holders; Waiver.

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

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

         SECTION 1.07. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with the duties
imposed by any of Section 310 through 317, inclusive, of the Trust Indenture Act
through the operation of Section 318(c) thereof, such imposed duties shall
control.

         SECTION 1.08. Effect of Headings and Table of Contents.

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

         SECTION 1.09. Successors and Assigns.

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

         SECTION 1.10. Separability Clause.

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





                                                                              10

         SECTION 1.11. Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person (other than the parties hereto, any Security Registrar,
any Paying Agent, any Authenticating Agent, and their successors hereunder, and
the Holders of Securities) any benefit or any legal or equitable right, remedy
or claim under this Indenture.

         SECTION 1.12. Governing Law.

         This Indenture and the Securities shall be governed by, and construed
in accordance with, the laws of the State of New York.

         SECTION 1.13. Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or the Security) payment of interest or
principal need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or Redemption Date, or at the Stated Maturity, and no interest shall accrue
for the period from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be.

         SECTION 1.14. Indenture and Securities Solely Corporate Obligations.

         No recourse for the payment of principal of or interest on any Security
or for any claim based on any Security or this Indenture shall be had against
any director or officer or stockholder, past, present or future, of the Company
or any other obligor with respect to the Securities. Any such claim against any
such Person is expressly waived as a condition of, and as consideration for, the
execution and delivery of this Indenture and the issue of the Securities.

         SECTION 1.15. No Security Interest Created.

         Nothing in this Indenture or in the Securities, expressed or implied,
shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect, in any jurisdiction where property of the Company or its Subsidiaries is
located.

                                   ARTICLE TWO

                                 SECURITY FORMS


         SECTION 2.01. Forms Generally. The Securities of each series shall be
in substantially such form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements p laced
thereon as may be required to comply with any law or with any rules made
pursuant thereto or with any rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities.





                                                                              11


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

         SECTION 2.02. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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


                                                  The Bank of New York,
                                                               as Trustee




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




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



         SECTION 2.03. Securities in Global Form. If any Security of a series
is issuable in global form, such Global Security may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be reduced to reflect
exchanges. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee and in such manner as shall be specified in
such Global Security. Any instructions by the Company with respect to a Global
Security, after its initial issuance, shall be in writing but need not comply
with Section 1.02.

         None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


                                 ARTICLE THREE

                                 THE SECURITIES


         SECTION 3.01. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.


         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series,





                                                                              12


              (1) the title of the Securities of the series, including CUSIP
         Numbers (which shall distinguish the Securities of the series from all
         other Securities);

              (2) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 3.05, 3.06, 3.07, 9.04 or
         11.03);

              (3) the date or dates on which the principal and premium, if any,
         of the Securities of the series is payable;

              (4) the rate or rates at which the Securities of the series shall
         bear interest, or the method by which such rate or rates shall be
         determined, if any, the date or dates from which such interest shall
         accrue, or the method by which such date or dates shall be determined,
         the interest payment dates on which such interest shall be payable and
         the record dates for the determination of Holders to whom interest is
         payable;

              (5) the place or places, if any, in addition to or instead of the
         Corporate Trust Office of the Trustee, where the principal of (and
         premium, if any) and interest on Securities of the series shall be
         payable; the extent to which, or the manner in which, any interest
         payable on any Global Security on an Interest Payment Date will be
         paid, if other than in the manner provided in Section 3.08; and the
         manner in which any principal of, or premium, if any, on, any Global
         Security will be paid, if other than as set forth elsewhere herein;

              (6) the price or prices at which, the period or periods within
         which and the terms and conditions upon which Securities of the series
         may be redeemed, in whole or in part, at the option of the Company,
         pursuant to any sinking fund or otherwise;

              (7) the obligation, if any, of the Company to redeem, purchase or
         repay Securities of the series pursuant to any sinking fund or
         analogous provisions or at the option of a Holder thereof and the price
         or prices at which and the period or periods within which and the terms
         and conditions upon which Securities of the series shall be redeemed,
         purchased or repaid, in whole or in part, pursuant to such obligation;

              (8) if other than denominations of $1,000 and any integral
         multiple thereof, the denominations in which Securities of the series
         shall be issuable;

              (9) if other than the principal amount thereof, the portion of the
         principal amount of Securities of the series which shall be payable
         upon declaration of acceleration of the maturity thereof pursuant to
         Section 5.02 or provable in bankruptcy pursuant to Section 5.03;

              (10) any Events of Default with respect to the Securities of a
         particular series, if not set forth herein or if other than as set
         forth herein;

              (11) the extent to which the defeasance provisions of this
         Indenture do not apply to the Securities of the series;





                                                                              13


              (12) whether the Securities of the series shall be issued in whole
         or in part in the form of one or more Global Securities and, in such
         case, the U.S. Depositary for such Global Security or Securities; the
         manner in which and the circumstances under which Global Securities
         representing Securities of the series may be exchanged for Securities
         in definitive form, if other than, or in addition to, the manner and
         circumstances specified in Section 3.07;

              (13) the ranking of the Securities of such series, if other than
         on a parity with all other unsecured, unsubordinated indebtedness of
         the Company;

              (14) provisions, if any, with regard to the conversion or exchange
         of the Securities of such series, at the option of the Holders thereof
         or the Company, as the case may be, for or into new Securities of a
         different series or common stock or other securities of the Company;

              (15) which if any, of the Eligible Guarantors shall guarantee the
         Securities on the terms set forth in a Board Resolution or established
         in one or more supplemental indentures hereto (each, a "Guarantor");

              (16) the ranking of the obligations of each Guarantor under its
         respective Guarantee, if other than on parity with all other unsecured,
         unsubordinated indebtedness of such Guarantor;

              (17) any trustees, depositaries, authenticating or paying agents,
         transfer agents or registrars or any other agents with respect to the
         Securities of such series; and

              (18) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such resolution of the Board of Directors or in any such indenture
supplemental hereto.


         SECTION 3.02. Denominations. The Securities of each series shall be
issuable in registered form without coupons in such denominations as shall be
specified as contemplated by Section 3.01. In the absence of any such
specification with respect to the Securities of any series, the Securities of
such series shall be issuable in denominations of $1,000 and any integral
multiple thereof.


         SECTION 3.03. Authentication and Dating. At any time and from time to
time after the execution and delivery of this Indenture, the Company may deliver
Securities of any series executed by the Company to the Trustee for
authentication. Except as otherwise provided in this Article Three, the Trustee
shall thereupon authenticate and deliver said Securities to or upon a Company
Order, signed by two Officers of the Company by manual or facsimi le signature.
In authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall receive,
and (subject to Section 6.01) shall be fully protected in relying upon:





                                                                              14


              (1) a copy of any Board Resolution relating thereto and, if
         applicable, an appropriate record of any action taken pursuant to such
         resolution, in each case certified by the Secretary or an Assistant
         secretary of the Company;

              (2) an executed supplemental indenture, if any;

              (3) an Officers' Certificate; and

              (4) an Opinion of Counsel, which shall also state

                   (a) that the form of such Securities has been established by
              or pursuant to a Board Resolution or by a supplemental indenture
              as permitted by Section 2.01 in conformity with the provisions of
              this Indenture;

                   (b) that the terms of such Securities have been established
              by or pursuant to a Board Resolution or by a supplemental
              indenture as permitted by Section 3.01 in conformity with the
              provisions of this Indenture;

                   (c) that such Securities, when authenticated and delivered by
              the Trustee and issued by the Company in the manner and subject to
              any conditions specified in such Opinion of Counsel, will
              constitute valid and legally binding obligations of the Company,
              enforceable in accordance with their terms, subject to bankruptcy,
              insolvency, reorganization and other laws of general applicability
              relating to or affecting the enforcement of creditors' rights and
              to general equity principle s; and

                   (d) that all laws and requirements in respect of the
              execution and delivery by the Company of the Securities have been
              complied with and that authentication and delivery of the
              Securities by the Trustee will not violate the terms of the
              Indenture.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith shall determine that such action would expose the Trustee to personal
liability to existing Holders.


         Each Security shall be dated the date of its authentication.


         SECTION 3.04. Execution of Securities. The Securities shall be signed
in the name and on behalf of the Company by the manual or facsimile signatures
of two Officers of the Company (which may be printed, engraved or otherwise
reproduced thereon, by facsimile or otherwise). Only such Securities as shall
bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee, shall be entitled to the ben
efits of this Indenture or be valid or obligatory for any purpose. Such
certificate by the Trustee upon any Security executed by the Company shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.




                                                                              15


         In case any Officer of the Company who shall have signed any of the
Securities shall cease to be such officer before the Securities so signed shall
have been authenticated and delivered by the Trustee, or disposed of by the
Company, such Securities nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Securities had not ceased to be
such officer of the Company; and any Security may be signed on behalf of the
Company by such persons as, at the actual date of the execution of such
Security, shall be the proper officers of the Company, although at the date of
the execution of this Indenture any such person was not such an officer.


         SECTION 3.05. Exchange and Registration of Transfer of Securities.
Securities of any series may be exchanged for a like aggregate principal amount
of Securities of the same series of other authorized denominations. Securities
to be exchanged shall be surrendered at the office or agency to be maintained by
the Company in the Borough of Manhattan, The City of New York, as provided in
Section 10.02. The Trustee is hereby appointed "Security Registrar" for the
purpose of the registration of Securities and of transfer of Securities in the
Security Register as herein provided. The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register for each series of Securities
issued hereunder (hereinafter collectively referred to as the "Security
Register") in which, subject to such reasonable regulations at it may prescribe,
the Company shall provide for the registration of Securities and the transfer of
Securities as in this Article Three provided. The Security Register shall be in
written form or in any other form capable of being converted into written form
within a reasonable time. Upon due presentment for registration of transfer of
any Security of any series at such office or agency, the Company shall execute
and the Trustee shall register, authenticate and deliver in the name of the
transferee or transferees a new Security or Securities of the same series for an
equal aggregate principal amount.

         All Securities presented for registration of transfer or for exchange,
redemption or payment shall (if so required by the Company or the Security
Registrar) be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the registered Holder or his attorney duly
authorized in writing.

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

         The Company shall not be required to exchange or register the transfer
of (a) any Securities of any series for a period of 15 days next preceding any
selection of Securities of that series to be redeemed, or (b) any Securities
selected, called or being called for redemption except, in the case of any
Security to be redeemed in part, the portion thereof not so to be redeemed.

     SECTION 3.06. Mutilated, Destroyed, Lost or Stolen Securities. In case any
temporary or definitive Security shall become mutilated or be destroyed, lost or
stolen, the Company in the case of a mutilated Security shall, and in the case
of a lost, stolen or destroyed Security may in its discretion, execute, and upon
its request the Trustee shall authenticate and deliver, a new Security of the
same series bearing a number, letter or other distinguishing symbol not
contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in





                                                                              16


lieu of and in substitution for the Security so destroyed, lost or stolen, or if
any such Security shall have matured or shall be about to mature, instead of
issuing a substituted Security, the Company may pay or authorize the payment of
the same without surrender thereof (except in the case of a mutilated Security).
In every case the applicant for a substituted Security shall furnish to the
Company and to the Trustee such security or indemnity as may be required by them
to save each of them harmless, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Company and to the Trustee evidence to
their satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof.


         The Trustee may authenticate any such substituted Security and deliver
the same upon the written request or authorization of any Officer of the
Company. Upon the issuance of any substituted Security, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses connected
therewith and in addition a further sum not exceeding two dollars for each
Security so issued in substitution.


         Every substituted Security issued pursuant to the provisions of this
Section 3.06 by virtue of the fact that any Security is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be found at any
time, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued
hereunder. All Securities shall be held and owned upon the express condition
that the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities and shall preclude
(to the extent lawful) any and all other rights or remedies with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.


     SECTION 3.07. Temporary Securities. Pending the preparation of definitive
Securities of any series the Company may execute and the Trustee shall
authenticate and deliver temporary Securities (printed or lithographed).
Temporary Securities shall be issuable in any authorized denomination and
substantially in the form of the definitive Securities but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all as
may be determined by the Company. Every such temporary Security shall be
executed by the Company and shall be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with the same effect, as
the definitive Securities. Without unreasonable delay the Company will execute
and deliver to the Trustee definitive Securities of such series and thereupon
any or all temporary Securities of such series may be surrendered in exchange
therefore, at the Corporate Trust Office of the Trustee, and the Trustee shall
authenticate and deliver in exchange for such temporary Securities an equal
aggregate principal amount of definitive Securities. Such exchange shall be made
by the Company at its own expense and without any charge therefor except that in
case of any such exchange involving any registration of transfer the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities authenticated and delivered
hereunder.


         If the Company shall establish pursuant to Section 3.01 that the
Securities of a series are to be issued in whole or in part in the form of one
or more Global Securities, then the Company shall execute and the Trustee shall,
in accordance with Section 3.03 and the Company Order with





                                                                              17


respect to such series, authenticate and deliver one or more Global Securities
in temporary or permanent form that (i) shall represent and shall be denominated
in an amount equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by one or more Global Securities,
(ii) shall be registered in the name of the U.S. Depositary for such Global
Security or Securities or the nominee of such depositary, and (iii) shall bear a
legend substantially to the following effect: "This Security may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary, unless and until this Security is
exchanged in whole or in part for Securities in definitive form" and such other
legend as may be required by the U.S. Depositary.

         Notwithstanding any other provision of this Section or Section 3.05,
unless and until it is exchanged in whole or in part for Securities in
definitive form, a Global Security representing all or a portion of the
Securities of a series may not be transferred except as a whole by the U.S.
Depositary for such series to a nominee of such depositary or by a nominee of
such depositary to such depositary or another nominee of such depositary or by
such depositary or any such nominee to a successor U.S. Depositary for such
series or a nominee of such successor depositary.

         If at any time the U.S. Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue as U.S.
Depositary for the Securities of such series or if at any time the U.S.
Depositary for Securities of a series shall no longer be a clearing agency
registered and in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, the Company shall appoint a
successor U.S. Depositary with respect to the Securities of such series. If a
successor U.S. Depositary for the Securities of such series is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such condition, the Company will execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of definitive Securities
of such series, will authenticate and deliver, Securities of such series in
definitive form in an aggregate principal amount equal to the principal amount
of the Global Security or Securities representing such series in exchange for
such Global Security or Securities.

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

         If the Securities of any series shall have been issued in the form of
one or more Global Securities and if an Event of Default with respect to the
Securities of such series shall have occurred and be continuing, the Company
will promptly execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver Securities of such series in definitive form and in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such series in exchange for such Global Security or
Securities.





                                                                              18


         If specified by the Company pursuant to Section 3.01 with respect to
Securities of a series, the U.S. Depositary for such series of Securities may
surrender a Global Security for such series of Securities in exchange in whole
or in part for Securities of such series in definitive form on such terms as are
acceptable to the Company and such depositary. Thereupon, the Company shall
execute and the Trustee shall authenticate and deliver, without charge:

              (1) to each Person specified by the U.S. Depositary a new
         Registered Security or Securities of the same series, of any authorized
         denomination as requested by such Person in an aggregate principal
         amount equal to and in exchange for such Person's beneficial interest
         in the Global Security; and


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


         Upon the exchange of a Global Security in whole for Securities in
definitive form, such Global Security shall be cancelled by the Trustee.
Securities so issued in exchange for a Global Security shall be registered in
such names and in such authorized denominations as the U.S. Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Securities to the Persons in whose names such Securities are so registered.


         SECTION 3.08. Payment of Interest; Interest Rights Preserved. Interest
on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.


         Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date or within 30 days
thereafter (herein called "Defaulted Interest") shall forthwith cease to be
payable to the registered Holder on the relevant Regular Record Date by virtue
of having been such Holder; and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (1) or (2) below:


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





                                                                              19


         name and at the expense of the Company, shall cause notice of the
         proposed payment of such Defaulted Interest and the Special Record
         Date therefor to be mailed, first-class postage prepaid, to each
         Holder at his address as it appears in the Security Register not less
         than 10 days prior to such Special Record Date. The Trustee may, in
         its discretion, in the name and at the expense of the Company, cause a
         similar notice to be published at least once in a newspaper,
         customarily published in the English language on each Business Day and
         of general circulation in the Borough of Manhattan, The City of New
         York, but such publication shall not be a condition precedent to the
         establishment of such Special Record Date. Notice of the proposed
         payment of such Defaulted Interest and the Special Record Date
         therefor having been mailed as aforesaid, such Defaulted Interest
         shall be paid to the Persons in whose names the Securities (or their
         respective Predecessor Securities) are registered on such Special
         Record Date and shall no longer be payable pursuant to the following
         clause (2).


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


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


         SECTION 3.09. Persons Deemed Owners. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee, the
Authenticating Agent and any agent of the Company or the Trustee may treat the
Person in whose name the Security is registered as the owner of such Security
for the purpose of receiving payment of principal of, and (subject to Section
3.08) interest on, such Security and for all other purposes whatsoever, whether
or not such Security be overdue, and neither the Company, the Trustee, the
Authenticating Agent nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.


         SECTION 3.10. Cancellation. All Securities surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee, and any such
Securities and Securities surrendered directly to the Trustee for any such
purpose shall be promptly cancelled by it. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereu nder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities held by the Trustee shall be
disposed of by the Trustee in its customary manner.


         SECTION 3.11. Computation of Interest. Except as otherwise specified
as contemplated by Section 3.01 for Securities of any Series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.





                                                                              20


         SECTION 3.12. CUSIP Numbers. The Company in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
id entification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the "CUSIP" numbers.


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE


         SECTION 4.01. Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when


              (1) either


                   (A) all Securities theretofore authenticated and delivered
              (other than (i) Securities which have been destroyed, lost or
              stolen and which have been replaced or paid as provided in Section
              3.06 and (ii) Securities for whose payment money has theretofore
              been deposited in trust or segregated and held in trust by the
              Company and thereafter repaid to the Company or discharged from
              such trust, as provided in Section 10.03) have been delivered to
              the Trustee for cancellation; or


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


                       (i) have become due and payable, or


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


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


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





                                                                              21


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


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


Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07 and the obligations
of the Trustee to any Authenticating Agent under Section 6.14 shall survive such
satisfaction and discharge.


         SECTION 4.02. Application of Trust Money. All money deposited with the
Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and inter est for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.


                                  ARTICLE FIVE

                                    REMEDIES


         SECTION 5.01. Events of Default.


         "Events of Default", wherever used herein with respect to Securities of
any series, means any one of the following events and such other events as may
be established with respect to the Securities of that series as contemplated by
Section 3.01 hereof (whatever the reasons for such Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of law pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

              (a) default in the payment of any installment of interest upon any
         Security of that series as and when the same shall become due and
         payable, and continuance of such default for a period of 30 days; or

              (b) default in the payment of any of the principal of and premium,
         if any, on any Security of that series as and when the same shall
         become due and payable, either at Maturity, upon redemption, by
         declaration, repayment or otherwise; or

              (c) default in the payment or satisfaction of any sinking fund
         installment as and when the same shall become due and payable by the
         terms of a Security of that series; or

              (d) failure on the part of the Company or a Guarantor duly to
         observe or perform any other of the covenants or agreements on the part
         of the Company or a Guarantor in this Indenture (other than those set
         forth exclusively in the terms of any particular series of Securities
         established as contemplated in this Indenture) continued for a period
         of 60 days after the date on which written notice of such failure,
         requiring the




                                                                              22


         Company or a Guarantor to remedy the same, shall have been give n to
         the Company or a Guarantor by the Trustee, or to the Company or a
         Guarantor and the Trustee by the Holders of at least 25 percent in
         aggregate principal amount of the Securities of such series at the
         time Outstanding, and stating that such notice is a "Notice of
         Default" hereunder; or

              (e) the commencement by the Company or any Significant Subsidiary
         of the Company or any group of Subsidiaries that, taken as a whole,
         would constitute a Significant Subsidiary of a voluntary case or
         proceeding under any applicable U.S. federal or state bankruptcy,
         insolvency, reorganization or other similar law or of any other case or
         proceeding to be adjudicated a bankrupt or insolvent, or the consent by
         the Company or any Significant Subsidiary of the Company or any group
         of Subsidiaries that, taken as a whole, would constitute a Significant
         Subsidiary to the entry of a decree or order for relief in respect of
         the Company or any Significant Subsidiary of the Company or any group
         of Subsidiaries that, taken as a whole, would constitute a Significant
         Subsidiary in an involuntary case or proceeding under any applicable
         U.S. federal or state bankruptcy, insolvency, reorganization or other
         similar law or to the commencement of any bankruptcy or insolvency case
         or proceeding against the Company or any Significant Subsidiary of the
         Company or any group of Subsidiaries that, taken as a whole, would
         constitute a Significant Subsidiary, or the filing by the Company or
         any Significant Subsidiary of the Company or any group of Subsidiaries
         that, taken as a whole, would constitute a Significant Subsidiary of a
         petition or answer or consent seeking reorganization or relief under
         any applicable U.S. federal or state law, or the consent by the Company
         or any Significant Subsidiary of the Company or any group of
         Subsidiaries that, taken as a whole, would constitute a Significant
         Subsidiary to the filing of such petition or to the appointment of or
         the taking possession by a custodian of the Company or any Significant
         Subsidiary of the Company or any group of Subsidiaries that, taken as a
         whole, would constitute a Significant Subsidiary or of any substantial
         part of their properties, or the making by the Company or any
         Significant Subsidiary of the Company or any group of Subsidiaries
         that, taken as a whole, would constitute a Significant Subsidiary of an
         assignment for the benefit of creditors, or the admission by the
         Company or any Significant Subsidiary of the Company or any group of
         Subsidiaries that, taken as a whole, would constitute a Significant
         Subsidiary in writing of their inability to pay its debts generally as
         they become due, or the taking of corporate action by the Company or
         any Significant Subsidiary of the Company or any group of Subsidiaries
         that, taken as a whole, would constitute a Significant Subsidiary
         expressly in furtherance of any such action; or


              (f) a Guarantee of a Security of that Series (other than in
         accordance with the terms of the Guarantee) shall be held in any
         judicial proceeding to be unenforceable or invalid.


         SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.


         If an Event of Default described in Section 5.01 (other than in clause
(e) with respect to the Company) or established pursuant to Section 3.01 with
respect to Securities of any series at the time Outstanding occurs and is
continuing, then and in each and every such case, unless the principal of all
the Securities of such series shall have already become due and payable, either





                                                                              23


the Trustee or the Holders of not less than 25 percent in aggregate principal
amount of the Securities of such series then Outstanding hereunder, by notice in
writing to the Company (and to the Trustee if given by Holders), may declare the
principal amount (or, if the Securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of all the Securities of such series plus accrued and
unpaid interest to be due and payable immediately, and upon any such declaration
the same shall become and shall be immediately due and payable, anything in this
Indenture or in the Securities of such series contained to the contrary
notwithstanding. If an Event of Default described in clause (e) in respect of
the Company occurs and is continuing, then and in each and every such case,
unless the principal of all the Securities shall have already become due and
payable, the principal amount of all the Securities of each series then
Outstanding hereunder (or, if any Securities are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms thereof) plus any accrued and unpaid interest shall become immediately due
and payable. The foregoing provisions are, however, subject to the condition
that if, at any time after the principal amount (or, if the Securities of that
series are Original Issue Discount Securities, such portion of the principal
amounts as may be specified in the terms of that series) of the Securities of
any series (or of all the Securities, as the case may be) shall have been
declared or become due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of such series (or of all the Securities, as the case may be) and the principal
of and premium, if any, on any and all Securities of such series (or of all the
Securities, as the case may be) which shall have become due otherwise than by
acceleration (with interest on overdue installments of interest, to the extent
that payment of such interest is enforceable under applicable law, and on such
principal and premium, if any, at the rate of interest or Yield to Maturity (in
the case of Original Issue Discount Securities) borne by the Securities of such
series (or at the rates of interest or Yields to Maturity of all the Securities,
as the case may be), to the date of such payment or deposit) and the reasonable
expenses of the Trustee, and any and all defaults under this Indenture, other
than the nonpayment of principal of or premium, if any, or accrued interest on
Securities of such series (or of all the Securities, as the case may be) which
shall have become due by acceleration, shall have been cured or waived pursuant
to Section 5.08, then and in every such case the Holders of a majority in
aggregate principal amount of the Securities of such series (or of all the
Securities, as the case may be) then Outstanding, by written notice to the
Company and to the Trustee, may waive all defaults with respect to that series
(or with respect to all Securities, as the case may be) and rescind and annul
such declaration and its consequences; but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent default, or shall
impair any right consequent thereon.


         In case the Trustee or any Holder shall have proceeded to enforce any
right under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee or to such Holder, then and
in every such case the Company and the Trustee and the Holders shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company and the Trustee and the Holders shall
continue as though no such proceeding had been taken.





                                                                              24


         SECTION 5.03. Payment of Securities on Default; Suit Therefor.

         The Company covenants that (a) in case default shall be made in the
payment of any installment of interest upon any of the Securities of any series
as and when the same shall become due and payable, and such default shall have
continued for a period of 30 days, or (b) in case default shall be made in the
payment of the principal of and premium, if any, on any of the Securities of any
series as and when the same shall become due and payable, whether at maturity of
the Securities of that series or upon redemption or by declaration, repayment or
otherwise, then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the Holders of the Securities of that series, the
whole amount that then shall have become due and payable on all such Securities
of that series for principal and premium, if any, or interest, or both, as the
case may be, with interest upon the overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) upon the overdue
installments of interest at the rate or Yield to Maturity (in the case of
Original Issue Discount Securities) borne by the Securities of that series; and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including reasonable compensation to the
Trustee, its agents, attorneys and counsel, and any expenses or liabilities
incurred by the Trustee hereunder other than through its negligence or bad
faith.

         In case the Company shall fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor upon such
Securities and collect in the manner provided by law out of the property of the
Company or any other obligor upon such Securities wherever situated the moneys
adjudged or decreed to be payable.

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Securities of any
series under any applicable bankruptcy, insolvency or similar law, or in case a
receiver or trustee shall have been appointed for the property of the Company or
such other obligor, or in the case of any other similar judicial proceedings
relative to the Company or other obligor upon the Securities of any series, or
to the creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of the Securities of any series shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section 5.03 shall be entitled and empowered, by intervention
in such proceedings or otherwise, to file and prove a claim or claims for the
whole amount of principal (and premium, if any) and interest (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) owing
and unpaid in respect of the Securities of any series and, in case of any
judicial proceedings, to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee and
of the Holders allowed in such judicial proceedings relative to the Company or
any other obligor on the Securities of any series, its or their creditors, or
its or their property, and to collect and receive any moneys or other property
payable or deliverable on any such claims, and to distribute the same after the
deduction of its charges and expenses; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the Holders to make
such payments to the Trustee, and, in the event





                                                                              25


that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for compensation and expenses,
including counsel fees and expenses incurred by it up to the date of such
distribution. To the extent that such payment of reasonable compensation,
expenses and counsel fees and expenses out of the estate in any such proceedings
shall be denied for any reason, payment of the same shall be secured by a lien
on, and shall be paid out of, any and all distributions, dividends, moneys,
securities and other property which the Holders of the Securities of any series
may be entitled to receive in such proceedings, whether in liquidation or under
any plan of reorganization or arrangement or otherwise.

         All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof on any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable benefit of the Holders of all
the Securities in respect of which such action was taken.

         SECTION 5.04. Application of Moneys Collected by Trustee. Any moneys
collected by the Trustee under this Article Five shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the several Securities in respect of which
moneys have been collected, and stamping thereon the payment, if only partially
paid, and upon surrender thereof if fully paid:

              FIRST: To the payment of costs and expenses of collection and
         reasonable compensation to the Trustee, its agents, attorneys and
         counsel, and of all other expenses and liabilities incurred, and all
         advances made, by the Trustee except as a result of its negligence or
         bad faith;

              SECOND: In case the principal of the Outstanding Securities in
         respect of which such moneys have been collected shall not have become
         due and be unpaid, to the payment of interest on the Securities of that
         series, in the order of the maturity of the installments of such
         interest, with interest (to the extent that such interest has been
         collected by the Trustee) upon the overdue installments of interest at
         the rate or Yield to Maturity (in the case of Original Issue Discount
         Securities) borne by the Securities of that series, such payments to be
         made ratably to the persons entitled thereto;

              THIRD: In case the principal of the Outstanding Securities in
         respect of which such moneys have been collected shall have become due,
         by declaration or otherwise, to the payment of the whole amount then
         owing and unpaid upon the Securities of that series for principal and
         premium, if any, and interest, with interest on the overdue principal
         and premium, if any, and (to the extent that such interest has been
         collected by the Trustee) upon overdue installments of interest at the
         rate or Yield to Maturity (in the case of Original Issue Discount
         Securities) borne by the Securities of that series; and in case such
         moneys shall be insufficient to pay in full the whole amounts so due
         and unpaid upon the Securities of that series, then to the payment of
         such principal and premium, if any, and interest without preference or
         priority of principal and premium, if any, over interest, or of
         interest over principal and premium, if any, or of any installment of
         interest over any other installment of interest, or of any Security of
         that series over any other





                                                                              26


         Security of that series, ratably to the aggregate of such principal
         and premium, if any, and accrued and unpaid interest; and

              FOURTH: Any surplus then remaining shall be paid to the Company,
         its successors or assigns, or to whomsoever may be entitled to receive
         the same.

         SECTION 5.05. Proceedings by Holders. No Holder of any Security of any
series shall have any right by virtue of or by availing of any provision of this
Indenture to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Indenture or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless such Holder previously
shall have given to the Trustee written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of not less than
25 percent in aggregate principal amount of the Securities of that series then
Outstanding shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such indemnity reasonably satisfactory to the Trustee as
it may require against the costs, expenses and liabilities to be incurred
therein or thereby, and the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding and during such 60-day period, no
direction inconsistent with such written request has been given to the Trustee
by the Holders of a majority in aggregate principal amount of the Securities of
that series then Outstanding (or such amount as shall have acted at a meeting
pursuant to the provisions of this Indenture), it being understood and intended,
and being expressly covenanted by the taker and Holder of every Security with
every other taker and Holder and the Trustee, that no one or more Holders shall
have any right in any manner whatever by virtue of or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holder, or to obtain or seek to obtain priority over or preference to any
other such Holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all such
Holders.

         Notwithstanding any other provisions in this Indenture, however, the
right of any Holder of any Security to receive payment of the principal of and
premium, if any, and interest on such Security, on or after the respective due
dates expressed in such Security, or to institute suit for the enforcement of
any such payment on or after such respective dates shall not be impaired or
affected without the written consent of such Holder.


         SECTION 5.06. Proceedings by Trustee. In case of an Event of Default
hereunder the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem necessary to protect and enforce any of such rights,
either by suit in equity or by action at law or by proceeding in bankruptcy or
otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in
this Indenture, or to enforce any other legal or equitable right vested in the
Trustee by this Indenture or by law.

         SECTION 5.07. Remedies Cumulative and Continuing. All powers and
remedies given by this Article Five to the Trustee or to the Holders shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any
thereof or of any other powers and remedies available to the Trustee or the
Holders, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture, and no





                                                                              27


delay or omission of the Trustee or of any Holder to exercise any right or power
accruing upon any default occurring and continuing as aforesaid shall impair any
such right or power, or shall be construed to be a waiver of any such default or
an acquiescence therein; and, subject to the provisions of Section 5.05, every
power and remedy given by this Article Five or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Holders.

         SECTION 5.08. Direction of Proceedings and Waiver of Defaults by
Majority of Holders. The Holders of a majority in aggregate principal amount of
the Securities of any series at the time Outstanding shall have the right to
direct the time, method, and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to the Securities of such series; provided, however, that
(subject to the provisions of Section 6.01) the Trustee shall have the right to
decline to follow any such direction if the Trustee, being advised by counsel,
determines that the action or proceeding so directed may not lawfully be taken
or if the Trustee in good faith shall determine that the action or proceedings
so directed would involve the Trustee in personal liability. Subject to Section
5.02, the Holders of a majority in aggregate principal amount of the Securities
of that series at the time Outstanding may on behalf of the Holders of all of
the Securities of that series waive any past default or Event of Default
described in Section 5.01, or any other Event of Default for such series
specified in the terms thereof as contemplated by Section 3.01, and its
consequences except a default in the payment of interest, or premium, if any,
on, or the principal of any of the Securities or a default which, under Section
9.02, cannot be modified or amended without the consent of each Holder of each
Security affected by such waiver. Upon any such waiver the Company, the Trustee
and the Holders of the Securities of that series shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon. Whenever any default or Event of Default hereunder
shall have been waived as permitted by this Section 5.08, said default or Event
of Default shall for all purposes of the Securities of that series and this
Indenture be deemed to have been cured and to be not continuing.

         SECTION 5.09. Undertaking to Pay Costs. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section 5.09
shall not apply to any suit instituted by the Trustee, to any suit instituted by
any Holder of the Securities of any series or group of such Holders, holding in
the aggregate more than ten percent in principal amount of the Outstanding
Securities of that series or to any suit instituted by any Holder for the
enforcement of the payment of the principal of or premium, if any, or interest
on any Security against the Company on or after the due date expressed in such
Security.






                                                                              28


                                   ARTICLE SIX

                                   THE TRUSTEE


         SECTION 6.01. Certain Duties and Responsibilities.

         (a) Except during the continuance of an Event of Default,

              (1) the Trustee undertakes to perform such duties, and only such
         duties, as are specifically set forth in this Indenture or the Trust
         Indenture Act, and no implied covenants or obligations shall be read
         into this Indenture against the Trustee; and

              (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture; but in the case of any such certificates or opinions
         which by any provisions hereof are specifically required to be
         furnished to the Trustee, the Trustee shall be under a duty to examine
         the same to determine w hether or not they substantially conform to the
         requirements of this Indenture (but needs not confirm or investigate
         the accuracy of mathematical calculations or other facts stated
         therein).

         (b) In case an Event of Default actually known to a Responsible Officer
of the Trustee with respect to the Securities of a series has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture with respect to such series, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

         (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that

              (1) this Subsection shall not be construed to limit the effect of
         Subsection (a) of this Section;


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


              (3) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the Holders pursuant to Section 5.08 relating to the time,
         method and place of conducting any proceeding for any remedy available
         to the Trustee, or exercising any trust or power conferred upon the
         Trustee, under this Indenture; and


              (4) no provision of this Indenture shall require the Trustee to
         expend or risk its own funds or otherwise incur any financial liability
         in the performance of any of its duties hereunder, or in the exercise
         of any of its rights or powers.





                                                                              29


         (d) The Trustee shall not be obligated to pay interest on any money or
other assets received by it unless otherwise agreed with the Company. Assets
held in trust by the Trustee need not be segregated from other funds except to
the extent required by law.

         (e) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

         SECTION 6.02. Notice of Defaults.

         Within 90 days after the occurrence of any default with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of that Series, as their names and addresses appear in the Security
Register, notice of all defaults with respect to that Series actually known to a
Responsible Officer of the Trustee, unless such defaults shall have been cured
or waived before the giving of such notice; provided, however, that, except in
the case of a default in the payment of the principal of or premium, if any, or
interest on any of the Securities of such series or in the making of any sinking
fund payment with respect to such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders. For the purpose of this Section, the term " default"
means any event which is, or after notice or lapse of time or both would become,
an Event of Default.

         SECTION 6.03. Certain Rights of Trustee.

         Except as otherwise provided in Section 6.01:

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

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

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

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





                                                                              30


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

              (f) the Trustee shall not be bound to make any investigation into
         the facts or matters stated in any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture or other paper or document, but the Trustee, in
         its discretion, may make such further inquiry or investigation into
         such facts or matters as it may see fit, and, if the Trustee shall
         determine to make such further inquiry or investigation, it shall be
         entitled t o examine the books, records and premises of the Company,
         personally or by agent or attorney at the expense of the Company and
         shall incur no liability of any kind by reason of such inquiry or
         investigation;

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

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

              (i) the rights, privileges, protections, immunities and benefits
         given to the Trustee, including, without limitation, its right to be
         indemnified, are extended to, and shall be enforceable by, the Trustee
         in each of its capacities hereunder, and each agent, custodian and
         other Person employed to act hereunder.

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

         SECTION 6.04. Not Responsible for Recitals or Issuance of Securities.

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





                                                                              31


         SECTION 6.05. May Hold Securities.

         The Trustee, any Paying Agent, Security Registrar, Authenticating Agent
or any other agent of the Company or of the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Paying Agent, Security Registrar,
Authenticating Agent or such other agent.

         SECTION 6.06. Money Held in Trust.

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

         SECTION 6.07. Compensation and Reimbursement.

         The Company agrees

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

              (2) except as otherwise expressly provided herein, to reimburse
         the Trustee upon its request for all reasonable expenses, disbursements
         and advances incurred or made by the Trustee in accordance with any
         provision of this Indenture (including the reasonable compensation and
         the expenses and disbursements of its agents and counsel), except any
         such expense, disbursement or advance as shall be determined by a court
         of competent jurisdiction to have been caused by its own negligence or
         willful misconduct; and

              (3) to fully indemnify the Trustee, any predecessor Trustee and
         their agents for, and to hold them harmless against, any and all loss,
         liability, claim, damage, taxes (other than taxes based upon the income
         of the Trustee) or expense (including legal fees and expenses) incurred
         without negligence or willful misconduct on their part, arising out of
         or in connection with the acceptance or administration of this trust,
         including the costs and expenses of defending themselves against any
         claim (whether asserted by the Company, or any Holder or any other
         Person) or liability in connection with the exercise or performance of
         any of their powers or duties hereunder.

         As security for the performance of the obligations of the Company under
this Section the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of (or premium, if any) or interest on
Securities.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.01(e), the expenses (including the
reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute





                                                                              32


expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.

         The provisions of this Section shall survive the termination of this
Indenture and the resignation or removal of the Trustee.

         SECTION 6.08. Disqualification; Conflicting Interests.

         The Trustee for the Securities shall be subject to the provisions of
Section 310(b) of the Trust Indenture Act during the period of time required
thereby. Nothing herein shall prevent the Trustee from filing with the
Commission the application referred to in the penultimate paragraph of Section
310(b) of the Trust Indenture Act. In determining whether the Trustee has a
conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded Securities
of any particular series of Securities other than that series.

         SECTION 6.09. Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be

              (1) a corporation organized and doing business under the laws of
         the United States of America, any state thereof, or the District of
         Columbia, authorized under such laws to exercise corporate trust
         powers, and subject to supervision or examination by Federal or State
         authority, or

              (2) a corporation or other Person organized and doing business
         under the laws of a foreign government that is permitted to act as a
         Trustee pursuant to a rule, regulation, or other order of the
         Commission, authorized under such laws to exercise corporate trust
         powers, and subject to supervision or examination by authority of such
         foreign government or a political subdivision thereof substantially
         equivalent to supervision or examination applicable to United States
         institutional trust ee,

         having a combined capital and surplus of at least $50,000,000 and
having its Corporate Trust Office in the Borough of Manhattan, the City of New
York, or such other city as contemplated by Section 3.01 with respect to any
series of Securities. If such corporation publishes reports of condition at
least annually, pursuant to law or to requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. Neither the Company nor any Person directly or indirectly
controlling, controlled by, or under the common control with the Company shall
serve as Trustee for the Securities. If at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereunder specified in this
Article.

         SECTION 6.10. Resignation and Removal; Appointment of Successor.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.





                                                                              33


         (b) The Trustee may resign at any time with respect to one or more or
all series of Securities by giving written notice thereof to the Company. If an
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the S ecurities of such series.

         (c) The Holders of a majority in aggregate principal amount of the
Securities of one or more series (each series voting as a class) or all series
at the time Outstanding may at any time remove the Trustee with respect to the
applicable series or all series, as the case may be, and by written notice of
such action to the Company, the Trustee and the successor Trustee, nominate with
respect to the applicable series or all series, as the case may be, a successor
Trustee which shall be deemed appointed as successor Trustee with respect to the
applicable series unless within ten days after such nomination the Company
objects thereto, in which case the Trustee so removed or any Holder of
Securities of the applicable series who has been a bona fide holder of a
Security or the applicable series for at least six months may, subject to the
provisions of Section 5.09 on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to such series.

         (d) If at any time:

              (1) the Trustee shall fail to comply with Section 310(b) of the
         Trust Indenture Act pursuant to Section 6.08 hereof after written
         request therefor by the Company or by any Holder who has been a bona
         fide Holder of a Security for at least six months, unless the Trustee's
         duty to resign is stayed in accordance with the provisions of Section
         310(b) of the Trust Indenture Act, or

              (2) the Trustee shall cease to be eligible under Section 6.09 and
         shall fail to resign after written request therefor by the Company or
         by any such Holder, or

              (3) the Trustee shall become incapable of acting, or a decree or
         order for relief by a court having jurisdiction in the premises shall
         have been entered in respect of the Trustee in an involuntary case
         under the Federal bankruptcy laws, as now or hereafter constituted, or
         any other applicable Federal or State, bankruptcy, insolvency or
         similar law; or a decree or order by a court having jurisdiction in the
         premises for the appointment of a receiver or custodian or liquidator
         or trust ee or assignee in bankruptcy or insolvency of the Trustee or
         of its property, or for the winding up of its affairs shall have been
         entered, or

              (4) the Trustee shall commence a voluntary case under the Federal
         bankruptcy laws, as now or hereafter constituted, or any other
         applicable Federal or State bankruptcy, insolvency or similar law, or
         shall consent to the appointment of a receiver or custodian or
         liquidator or trustee or assignee in bankruptcy or insolvency of it or
         of its property, or shall make an assignment for the benefit of
         creditors, or shall fail generally to pay its debts as they become due,
         or corporate action shall be taken by the Trustee in furtherance of any
         such action,





                                                                              34


then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 5.09, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee to the vacated office.
If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
with respect to the Securities of such series and supersede the successor
Trustee appointed by the Company. If no successor Trustee shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Security
of such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

         (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities o f such series and the address of its Corporate
Trust Office.

         SECTION 6.11. Acceptance of Appointment by Successor.

         Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder, subject nevertheless to its lien, if any,
provided for in Section 6.07. Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts.

         In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
predecessor Trustee and each successor Trustee with respect to the Securities of
any applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the predecessor
Trustee is not retiring





                                                                              35


shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees, co-trustees of the same trust and that
each trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such trustee.

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

         SECTION 6.12. Merger, Conversion, Consolidation or Succession to
Business.

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

         SECTION 6.13. Preferential Collection of Claims Against Company.

         (a) Subject to Subsection (b) of this Section, if the Trustee shall be
or shall become a creditor, directly or indirectly, secured or unsecured, of the
Company within three months prior to a default, as defined in Subsection (c) of
this Section, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Securities and the holders of other indentur e securities, as defined in
Subsection (c) of this Section:

              (1) an amount equal to any and all reductions in the amount due
         and owing upon any claim as such creditor in respect of principal or
         interest, effected after the beginning of such three-month period and
         valid as against the Company and its other creditors, except any such
         reduction resulting from the receipt or disposition of any property
         described in paragraph (2) of this Subsection, or from the exercise of
         any right of set-off which the Trustee could have exercised if a
         petition in bankruptcy had been filed by or against the Company upon
         the date of such default; and

              (2) all property received by the Trustee in respect of any claim
         as such creditor, either as security therefor, or in satisfaction or
         composition thereof, or otherwise, after the beginning of such
         three-month period, or an amount equal to the proceeds of any such
         property, if disposed of, subject, however, to the rights, if any, of
         the Company and its other creditors in such property or such proceeds.

         Nothing herein contained, however, shall affect the right of the
Trustee





                                                                              36

              (A) to retain for its own account (i) payments made on account of
         any such claim by any Person (other than the Company) who is liable
         thereon, and (ii) the proceeds of the bona fide sale of any such claim
         by the Trustee to a third Person, and (iii) distributions made in cash,
         securities or other property in respect of claims filed against the
         Company in bankruptcy or receivership or in proceedings for
         reorganization pursuant to the Federal bankruptcy laws, as now or
         hereafte r constituted, or any other Federal or State bankruptcy,
         insolvency or similar law;

              (B) to realize, for its own account, upon any property held by it
         as security for any such claim, if such property was so held prior to
         the beginning of such three-month period;

              (C) to realize, for its own account, but only to the extent of the
         claim hereinafter or mentioned, upon any property held by it as
         security for any such claim, if such claim was created after the
         beginning of such three-month period and such property was received as
         security therefor simultaneously with the creation thereof, and if the
         Trustee shall sustain the burden of proving that at the time such
         property was so received the Trustee had no reasonable cause to believe
         tha t a default as defined in Subsection (c) of this Section would
         occur within three months; or

              (D) to receive payment on any claim referred to in paragraph (B)
         or (C), against the release of any property held as security for such
         claim as provided in paragraph (B) or (C), as the case may be, to the
         extent of the fair value of such property.

         For the purposes of paragraphs (B), (C) and (D), property substituted
after the beginning of such three-month period for property held as security at
the time of such substitution shall, to the extent of the fair value of the
property released, have the same status as the property released, and, to the
extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

         If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned
between the Trustee, the Holders and the holders of other indenture securities
in such manner that the Trustee, the Holders and the holders of other indenture
securities realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or State bankruptcy, insolvency or similar law, the same percentage of
their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Company of the funds and
property in such special account and before crediting to the respective claims
of the Trustee and the Holders and the holders of other indenture securities
dividends on claims filed against the Company in bankruptcy or receivership or
in proceedings for reorganization pursuant to the Federal bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or similar law, but after crediting thereon receipts on
account of the





                                                                              37


indebtedness represented by their respective claims from all sources other than
from such dividends and from funds and property so held in such special account.
As used in this paragraph, with respect to any claim, the term "dividends" shall
include any distribution with respect to such claim, in bankruptcy or
receivership or proceedings for reorganization pursuant to the Federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or State bankruptcy, insolvency or similar law, whether such
distribution is made in cash, securities, or other property, but shall not
include any such distribution with respect to the secured portion, if any, of
such claim. The court in which such bankruptcy, receivership or proceedings for
reorganization is pending shall have jurisdiction (i) to apportion between the
Trustee and the Holders and the holders of other indenture securities, in
accordance with the provisions of this paragraph, the funds and property held in
such special account and proceeds thereof, or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of this paragraph
due consideration in determining the fairness of the distributions to be made to
the Trustee and the Holders and the holders of other indenture securities with
respect to their respective claims, in which event it shall not be necessary to
liquidate or to appraise the value of any securities or other property held in
such special account or as security for any such claim, or to make a specific
allocation of such distributions as between the secured and unsecured portions
of such claims, or otherwise to apply the provision of this paragraph as a
mathematical formula.

         Any Trustee which has resigned or been removed after the beginning of
such three-month period shall be subject to the provisions of this Subsection as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such three-month period, it shall be
subject to the provisions of this Subsection if and only if the following
conditions exist:

                   (i) the receipt of property or reduction of claim, which
              would have given rise to the obligation to account, if such
              Trustee had continued as Trustee, occurred after the beginning of
              such three-months period; and

                   (ii) such receipt of property or reduction of claim occurred
              within three months after such resignation or removal.

         (b) There shall be excluded from the operation of Subsection (a) of
this Section a creditor relationship arising from

              (1) the ownership or acquisition of securities issued under any
         indenture, or any securities or securities having a maturity of one
         year or more at the time of acquisition by the Trustee;

              (2) advances authorized by a receivership or bankruptcy court of
         competent jurisdiction, or by this Indenture, for the purpose of
         preserving any property which shall at any time be subject to the lien
         of this Indenture or of discharging tax liens or other prior liens or
         encumbrances thereon, if notice of such advances and of the
         circumstances surrounding the making thereof is given to the Holders at
         the time and in the manner provided in this Indenture;





                                                                              38


              (3) disbursements made in the ordinary course of business in the
         capacity of trustee under an indenture, transfer agent, registrar,
         custodian, paying agent, fiscal agent or depositary, or other similar
         capacity;

              (4) an indebtedness created as a result of services rendered or
         premises rented; or an indebtedness created as a result of goods or
         securities sold in a cash transaction as defined in Subsection (c) of
         this Section;

              (5) the ownership of stock or of other securities of a corporation
         organized under the provisions of Section 25(a) of the Federal Reserve
         Act, as amended, which is directly or indirectly a creditor of the
         Company or an obligor under the Securities; or

              (6) the acquisition, ownership, acceptance or negotiation of any
         drafts, bills of exchange, acceptances or obligations which fall within
         the classification of self-liquidating paper as defined in Subsection
         (c) of this Section.

         (c) For the purpose of this Section only:

              (1) The term "default" means any failure to make payment in full
         of the principal of or interest on any of the Securities or upon the
         other indenture securities when and as such principal or interest
         becomes due and payable.

              (2) The term "other indenture securities" means securities upon
         which the Company is an obligor outstanding under any other indenture
         (i) under which the Trustee is also trustee, (ii) which contains
         provisions substantially similar to the provisions of this Section, and
         (iii) under which a default exists at the time of the apportionment of
         the funds and property held in such special account.

              (3) The term "cash transaction" means any transaction in which
         full payment for goods or securities sold is made within seven days
         after delivery of the goods or securities in currency or in checks or
         other orders drawn upon banks or bankers and payable upon demand.

              (4) The term "self-liquidating paper" means any draft, bill of
         exchange, acceptance or obligation which is made, drawn, negotiated or
         incurred by the Company for the purpose of financing the purchase,
         processing, manufacturing, shipment, storage or sale of goods, wares or
         merchandise and which is secured by documents evidencing title to,
         possession of, or a lien upon, the goods, wares or merchandise or the
         receivables or proceeds arising from the sale of the goods, wares or
         merchandi se previously constituting the security, provided the
         security is received by the Trustee simultaneously with the creation of
         the creditor relationship with the Company arising from the making,
         drawing, negotiating or incurring of the draft, bill of exchange,
         acceptance or obligation.

              (5) The term "Company" means any obligor upon the Securities.

              SECTION 6.14. Appointment of Authenticating Agent.

         At any time when any of the Securities remain Outstanding the Trustee
may appoint an Authenticating Agent or Agents which shall be authorized to act
on behalf of the Trustee to




                                                                              39


authenticate Securities issued upon exchange, transfer or partial redemption
thereof or pursuant to Section 3.06, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a bank or trust company or
corporation organized and doing business and in good standing under the laws of
the United States of America, or of any State, authorized under such laws to act
as Authenticating Agent, having a combined capital and surplus of not less than
$1,500,000 and subject to supervision or examination by Federal or State
authorities. If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


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


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


         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.


         If an appointment is made pursuant to this Section, the Securities
shall have endorsed thereon, in addition to the Trustee's Certificate, an
alternate Trustee's Certificate in the following form:





                                                                              40


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


                                                  The Bank of New York,
                                                              as Trustee



                                            By
                                              ----------------------------------
                                                     Authenticating Agent



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



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


                                 ARTICLE SEVEN

               HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 7.01. Company to Furnish Trustee Names and Addresses of
Holders.

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

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

              (b) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Company of any such request, a
         list of similar form and content as of a date not more than 15 days
         prior to the time such list is furnished,

excluding from any such list names and addresses received by the Trustee in the
capacity of Security Registrar if the Trustee is then acting in such capacity.

         SECTION 7.02. Preservation of Information: Communications to Holders.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in the capacity of Security
Registrar if the Trustee is then acting in such capacity. The Trustee may
destroy any list furnished to it as provided in Section 7.01 upon receipt of a
new list so furnished.

         (b) If three or more Holders (hereinafter referred to as "applicants")
apply in writing to the Trustee, and furnish to the Trustee reasonable proof
that each such applicant has owned a





                                                                              41


Security for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other Holders with respect to their rights under this Indenture
or under the Securities and is accompanied by a copy of the form of proxy or
other commu nication which such applicants propose to transmit, then the Trustee
shall, within five business days after the receipt of such application, at its
election, either

                       (i) afford such applicants access to the information
                   preserved at the time by the Trustee in accordance with
                   Section 7.02(a), or

                       (ii) inform such applicants as to the approximate number
                   of Holders whose names and addresses appear in the
                   information preserved at the time by the Trustee in
                   accordance with Section 7.02(a), and as to the approximate
                   cost of mailing to such Holders the form of proxy or other
                   communication, if any, specified in such application.


         If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appears in the information preserved
at the time by the Trustee in accordance with Section 7.02(a), a copy of the
form of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender, the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

         (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any Authenticating Agent nor any Paying Agent nor any Security Registrar
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders in accordance with Section 7.02(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accounta ble by reason of mailing any material
pursuant to a request made under Section 7.02(b).

         SECTION 7.03. Reports by Trustee.


         (a) Within 60 days after __________ of each year commencing with the
year 200_, the Trustee shall transmit by mail to all Holders, as their names and
addresses appear in the Security Register, a brief report dated as of __________
with respect to any of the following events which





                                                                              42



may have occurred within the prior 12 months (but if no such event has occurred
within such period no report need be transmitted):

              (1) any change to its eligibility under Section 6.09 and its
         qualifications under Section 6.08;

              (2) the creation of any material change to a relationship
         specified in Section 310(b)(1) through Section 310(b)(10) of the Trust
         Indenture Act;

              (3) the character and amount of any advances (and if the Trustee
         elects so to state the circumstances surrounding the making thereof)
         made by the Trustee (as such) which remain unpaid on the date of such
         report, and for the reimbursement of which it claims or may claim a
         lien or charge, prior to that of the Securities, on any property or
         funds held or collected by it as Trustee, except that the Trustee shall
         not be required (but may elect) to report such advances if such
         advances so remaining unpaid aggregate not more than 1/2 of 1% of the
         principal amount of the Outstanding Securities on the date of such
         report;

              (4) any change to the amount, interest rate and maturity date of
         all other indebtedness owing by the Company (or by any other obligor on
         the Securities) to the Trustee in its individual capacity, on the date
         of such report, with a brief description of any property held as
         collateral security therefor, except an indebtedness based upon a
         creditor relationship arising in any manner described in Section
         6.13(b)(2), (3), (4) or (6);

              (5) any change to the property and funds, if any, physically in
         the possession of the Trustee as such on the date of such report;

              (6) any additional issue of Securities which the Trustee has not
         previously reported; and

              (7) any action taken by the Trustee in the performance of its
         duties hereunder which it has not previously reported and which in its
         opinion materially affects the Securities, except action in respect of
         a default, notice of which has been or is to be withheld by the Trustee
         in accordance with Section 6.02.

         (b) The Trustee shall transmit by mail to all Holders, as their names
and addresses appear in the Security Register, a brief report with respect to
the character and amount of any advances (and if the Trustee elects so to state,
the circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant to Subsection (a) of this
Section (or if no such report has yet been so transmitted, since the date of
execution of this instrument) for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Securities, on property or funds
held or collected by it as Trustee, and which it has not previously reported
pursuant to this Subsection, except that the Trustee shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the Outstanding Securities at
such time, such report to be transmitted within 90 days after such time.

         (c) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each securities exchange upon which the
Securities are listed and also with





                                                                              43


the Commission. The Company will notify the Trustee when the Securities are
listed on any securities exchange.

         SECTION 7.04. Reports by Company.

         The Company will

                  (1) file with the Trustee, within 15 days after the Company
         files them with the Commission, copies of the annual reports and of the
         information, documents and other reports (or copies of such portions of
         any of the foregoing as the Commission may from time to time by rules
         and regulations prescribe) which the Company may be required to file
         with the Commission pursuant to Section 13 or Section 15(d) of the
         Securities Exchange Act of 1934; provided, however, that the Company
         shall not be required to deliver to the Trustee any materials for which
         the Company has sought and obtained confidential treatment from the
         Commission; or, if the Company is not required to file information,
         documents or reports pursuant to either of said Sections, then it will
         file with the Trustee and the Commission, in accordance with rules and
         regulations prescribed from time to time by the Commission, such of the
         supplementary and periodic information, documents and reports which may
         be required pursuant to Section 13 of the Securities Exchange Act of
         1934 in respect of a security listed and registered on a National
         Securities Exchange as may be prescribed from time to time in such
         rules and regulations;

              (2) file with the Trustee and the Commission, in accordance with
         rules and regulations prescribed from time to time by the Commission,
         such additional information, documents and reports with respect to
         compliance by the Company with the conditions and covenants of this
         Indenture as may be required from time to time by such rules and
         regulations; and

              (3) transmit by mail to all Holders, as their names and addresses
         appear in the Security Registrar, within 30 days after the filing
         thereof with the Trustee, such summaries of any information, documents
         and reports required to be filed by the Company pursuant to paragraphs
         (1) and (2) of this Section as may be required by rules and regulations
         prescribed from time to time by the Commission.

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





                                                                              44


                                 ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, CONVEYANCE OR LEASE

         SECTION 8.01. Consolidations and Mergers of Company and Conveyances
Permitted Subject to Certain Conditions.

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

              (1) in the event that the Company shall consolidate with or merge
         into another Person or convey, transfer or lease its properties and
         assets substantially as an entirety to any Person, the Person formed by
         such consolidation or into which the Company is merged or the Person
         which acquires by conveyance or transfer, or which leases, the
         properties and assets of the Company substantially as an entirety shall
         be a corporation organized and validly existing under the laws of the
         United States of America, any State thereof or the District of Columbia
         and, if the entity surviving such transaction or transferee entity is
         not the Company, then such surviving or transferee entity shall
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Trustee, in form satisfactory to the Trustee, the due
         and punctual payment of the principal of and premium, if any, and
         interest, if any, on all the Securities and the performance of every
         covenant of this Indenture on the part of the Company to be performed
         or observed;

              (2) at the time of consummation of such transaction, no Event of
         Default, and no event which, after notice or lapse of time or both,
         would become an Event of Default, shall have happened and be
         continuing; and

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

         SECTION 8.02. Rights and Duties of Successor Corporation.

         Upon any consolidation or merger by the Company with or into any other
corporation or any conveyance, transfer or lease of the properties and assets of
the Company substantially as an entirety to any Person, in accordance with
Section 8.01, the successor corporation formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein, and thereafter,
except in the case of a lease to another Person, the predecessor corporation
shall be relieved of all obligations and covenants under this Indenture and the
Securities.





                                                                              45


         Such successor corporation thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
corporation, instead of the Company, and subject to all the terms, conditions
and limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and
any Securities which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All the Securities so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at
the date of the execution hereof.

         In case of any such consolidation, merger, sale or conveyance such
changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

         SECTION 8.03. Officers' Certificate and Opinion of Counsel.

         The Trustee, subject to the provisions of Section 6.01, shall be
provided with an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale or conveyance, and any such
assumption, complies with the provisions of this Article Eight.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         SECTION 9.01. Supplemental Indentures without Consent of Holders. The
Company, when authorized by a Board Resolution, and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto
for one or more of the following purposes:

              (a) to evidence the succession of another corporation to the
         Company, or successive successions, and the assumption by the successor
         corporation of the covenants, agreements and obligations of the Company
         hereunder and the Securities or the Guarantees, if any; or

              (b) to convey, transfer, assign, mortgage or pledge to the Trustee
         as security for the Securities any property or assets which the Company
         may desire; or

              (c) to add to the covenants of the Company such further covenants,
         restrictions or conditions for the protection of the Holders of all or
         any series of Securities (and if such covenants are to be for the
         benefit of less than all series of Securities stating that such
         covenants are expressly being included solely for the benefit of such
         series) as the Board of Directors of the Company and the Trustee shall
         consider to be for the protection of the Holders of such Securities,
         and to make the occurrence, or the occurrence and continuance, of a
         default in any of such additional covenants, restrictions or conditions
         a default or an Event of Default permitting the enforcement of all or
         any of the several remedies provided in this Indenture as herein set
         forth; provided, however,





                                                                              46


         that in respect of any such additional covenant, restriction or
         condition such supplemental indenture may provide for a particular
         period of grace after default (which period may be shorter or longer
         than that allowed in the case of other defaults) or may provide for an
         immediate enforcement upon such default or may limit the remedies
         available to the Trustee upon such default; or

              (d) to provide for the issuance under this Indenture of Securities
         in coupon form (including Securities registrable as to principal only)
         and to provide for exchangeability of such Securities with the
         Securities issued hereunder in fully registered form and to make all
         appropriate changes for such purpose; or

              (e) to establish the form or terms of Securities or the
         Guarantees, if any, of any series as permitted by Sections 2.01 and
         3.01; or

              (f) to cure any ambiguity or to correct or supplement any
         provision contained herein or in any supplemental indenture which may
         be defective or inconsistent with any other provision contained herein
         or in any supplemental indenture, or to make such other provisions in
         regard to matters or questions arising under this Indenture which shall
         not adversely affect the interests of any Holder in any material
         respect; or

              (g) to evidence and provide for the acceptance of appointment
         hereunder by a successor trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one trustee,
         pursuant to the requirements of Section 6.11; or

              (h) to surrender any right or power herein conferred upon the
         Company;

              (i) to comply with the requirements of the Commission in order to
         maintain the qualification of this Indenture under the Trust Indenture
         Act; or

              (j) to add or modify any other provisions with respect to matters
         or questions arising under this Indenture which the Company and the
         Trustee may deem necessary or desirable; provided, however, that such
         action pursuant to this clause (j) does not, in the good faith opinion
         of the Board of Directors of the Company (as evidenced by a Board
         Resolution) and the Trustee, adversely affect the interests of any
         Holder of Securities in any material respect; or

              (k) to modify the covenants or Events of Default solely in respect
         of, or add new covenants or Events of Default that apply solely to,
         Securities not Outstanding on the date of such supplemental indenture;
         or

              (l) to provide for guarantees of the Securities of any series
         and/or to specify the ranking of the obligations of each Guarantor
         under its respective Guarantee.

         The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to, but may in its discretion, enter





                                                                              47


into any such supplemental indenture which affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise.


         Any supplemental indenture authorized by the provisions of this Section
9.01 may be executed by the Company and the Trustee without the consent of the
Holders of any of the Securities at the time Outstanding, notwithstanding any of
the provisions of Section 9.02.


         SECTION 9.02. Supplemental Indentures with Consent of Holders. With
the consent (evidenced as provided in Section 1.04) of the Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities of
each series affected by such supplemental indenture (each series voting
separately as a class), the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of each such
series; provided, however, that no such supplemental indenture shall (i) change
the Stated Maturity of any Security, or reduce the rate or change the time of
payment of interest thereon, or reduce the principal amount thereof or any
premium thereon, or make the principal thereof or interest or premium thereon
payable in any coin or currency other than that provided in the Securities or
reduce the amount of the principal of an Original Issue Discount Security that
would be due and payable upon an acceleration of the Maturity thereof pursuant
to Section 5.02 or the amount thereof provable in bankruptcy pursuant to Section
5.03 or impair the right to institute suit for enforcement of any such payment
on or after the Stated Maturity thereof (or, in the case of redemption, on or
after the Redemption Date), or adversely affect the right of repayment, if any,
at the option of the Holder without the consent of the Holder of each Security
so affected, (ii) reduce the aforesaid percentage of Securities, the Holders of
which are required to consent to any such supplemental indenture, or the Holders
of which are required for any waiver (of compliance with certain provisions of
this Indenture or certain defaults hereunder and their consequences) provided
for in this Indenture, (iii) modify the obligation of the Company to maintain an
office or agency in the City of New York pursuant to Section 10.02, or (iv)
release any Guarantor from its obligations under its Guarantee (other than in
accordance with the terms thereof) without the consent of the Holder of each
Security so affected. A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.


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





                                                                              48


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

         SECTION 9.03. Compliance with Trust Indenture Act; Effect of
Supplemental Indentures. Any supplemental indenture executed pursuant to the
provisions of this Article Nine shall comply with the Trust Indenture Act of
1939, as then in effect. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article Nine, this Indenture shall be deemed
to be modified and amended in accordanc e therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company, and the Holders shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

         SECTION 9.04. Notation on Securities. Securities authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article Nine may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Board of Direct
ors, to any modification of this Indenture contained in any such supplemental
indenture may be prepared and executed by the Company, authenticated by the
Trustee and delivered in exchange for the Securities of such series then
Outstanding.

         SECTION 9.05. Evidence of Compliance of Supplemental Indenture to be
Furnished Trustee.

         The Trustee, subject to the provisions of Section 6.01, shall be
provided with an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article Nine.

                                  ARTICLE TEN

                                    COVENANTS

         SECTION 10.01. Payment of Principal and Interest.

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

         SECTION 10.02. Maintenance of Office or Agency.


         The Company shall maintain in the Borough of Manhattan, The City of New
York, an office or agency where Securities may be presented or surrendered for
payment and an office or agency where Securities may be surrendered for transfer
or exchange and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served. The Corporate Trust Office of
the Trustee shall be such office of the Company in The City of New York, and the
Trustee shall be the agent of the Company for all of the foregoing purposes,
unless the Company shall designate and maintain some other office or agency for
such purposes





                                                                              49


and give the Trustee written notice of the location thereof. The Company will
give prompt written notice to the Trustee of any change in the location of any
such office or agency. If at any time the Company shall fail to maintain any
such required office or agency in the Borough of Manhattan, The City of New
York, the Corporate Trust Office of the Trustee shall be conclusively deemed to
be the agency of the Company for all such purposes.

         SECTION 10.03. Money for Security Payments to be Held in Trust.

         If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal of or premium, if any, or interest
on, any of the Securities, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal or premium, if
any, or interest so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided, and will promptly notify the
Trustee of its action or failure so to act. Whenever the Company shall have one
or more Paying Agents it will, prior to 10:00 am on each due date of the
principal of or interest on, any Securities, deposit with a Paying Agent a sum
sufficient to pay the principal or premium, if any, or interest, so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal or premium, if any, or interest, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

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

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

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

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

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

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or premium, if any,
or interest on any Security and remaining unclaimed for two years after such
principal or premium, if any or





                                                                              50


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

         SECTION 10.04. Payment of Taxes and Other Claims.

         The Company will, and will cause any Significant Subsidiary to,
promptly pay and discharge or cause to be paid and discharged all material
taxes, assessments and governmental charges or levies lawfully imposed upon it
or upon its income or profits or upon any of its property, real or personal, or
upon any part thereof, as well as all material claims for labor, materials and
supplies which, if unpaid, might by law become a lien or charge upon its
property; provided, however, that neither the Company nor any Significant
Subsidiary shall be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge, levy, or claim if the amount,
applicability or validity thereof shall currently be contested in good faith by
appropriate proceedings and if the Company or such Significant Subsidiary, as
the case may be, shall have set aside on its books reserves deemed by it
adequate with respect thereto.

         SECTION 10.05. Maintenance of Properties.

         The Company will maintain and keep its properties and every part
thereof in such repair, working order and condition, and make or cause to be
made all such needful and proper repairs, renewals and replacements thereto, as
in the judgment of the Company are necessary in the interests of the Company;
provided, however, that nothing contained in this Section shall prevent the
Company from selling, abandoning or otherwise disposing of any of its properties
or discontinuing a part of its business from time to time if, in the judgment of
the Company, such sale, abandonment, disposition or discontinuance is advisable
and does not materially adversely affect the interests or business of the
Company.

         SECTION 10.06. Statement as to Default.

         The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company (which as of the date hereof is December 31),
an Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company, they would normally have
knowledge of any failure by the Company to comply with all conditions, or any
Default by the Company with respect to any covenants, under this Indenture, and
further stating whether or not they have knowledge of any such failure or
Default and, if so, specifying each such failure or Default and the nature
thereof. In the event an Officer of the Company comes to have actual knowledge
of a Default, regardless of the date,





                                                                              51


the Company shall deliver an Officers' Certificate to the Trustee specifying
such Default and the nature and status thereof.

         SECTION 10.07. Corporate Existence.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Company determines that the preservation thereof is no longer desirable
in the conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the Holders.

         SECTION 10.08. Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
covenant or condition set forth in Section 10.04, 10.05 and 10.07 or any
covenant added for the benefit of any series of Securities as contemplated by
Section 3.01, if before or after the time for such compliance the Holders of at
least a majority in principal amount of the Securities of such series at the
time Outstanding shall, by Act of such Holders, waive such compliance in such
instance, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such covenant or condition shall remain in full force and
effect.

         SECTION 10.09. Calculation of Original Issue Discount.

         The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

         SECTION 10.10  Reports.

         (a)   The Company shall deliver to the Trustee within 15 days after it
files them with the Commission copies of the annual reports and of the
information, documents, and other reports (or copies of such portions of any of
the foregoing as the Commission may by rules and regulations prescribe) which
the Company is required to file with the Commission pursuant to Section 13 or
15(d) of the Exchange Act; provided, however, the Company shall not be required
to deliver to the Trustee any materials for which the Company has sought and
received confidential treatment by the Commission. The Company also shall comply
with the other provisions of Section 314(a) of the Trust Indenture Act.

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

         (c)   If at any time the Company is not subject to Section 13 or 15(d)
of the Exchange Act, upon the request of a Holder of a Security, the Company
will promptly furnish or cause to be furnished to such Holder or to a
prospective purchaser of such Security designated by such Holder, as the case
may be, the information, if any, required to be delivered by it pursuant to
Rule 144A(d)(4) under the Securities Act of 1933, as amended, to permit
compliance with Rule 144A in connection with the resale of such Security.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

         SECTION 11.01. Applicability of Article. The provisions of this
Article shall be applicable to the Securities of any series which are redeemable
before their maturity except as otherwise specified as contemplated by Section
3.01 for Securities of such series.

         SECTION 11.02. Notice of Redemption; Selection of Securities. In case
the Company shall desire to exercise the right to redeem all, or, as the case
may be, any part of the Securities of any series in accordance with their terms,
it shall fix a date for redemption and shall mail or cause to be mailed a notice
of such redemption at least 30 and not more than 60 days prior to the date fixed
for redemption to the Holders of Secur ities of such series so to be redeemed as
a whole or in part at their last addresses as the same appear on the Security
Register. Such mailing shall be by first class mail. The notice if mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the Holder receives such notice. In any case, failure to give
such notice by mail or any defect in the notice to the Holder of any





                                                                              52


Security of a series designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Security
of such series.

         Each such notice of redemption shall include CUSIP numbers and specify
the date fixed for redemption, the redemption price at which Securities of such
series are to be redeemed, the place or places of payment, that payment will be
made upon presentation and surrender of such Securities, that any interest
accrued to the date fixed for redemption will be paid as specified in said
notice, and that on and after said date any interest thereon or on the portions
thereof to be redeemed will cease to accrue. If less than all the Securities of
a series are to be redeemed the notice of redemption shall specify the numbers
of the Securities of that series to be redeemed. In case any Security of a
series is to be redeemed in part only, the notice of redemption shall state the
portion of the principal amount thereof to be redeemed and shall state that on
and after the date fixed for redemption, upon surrender of such Security, a new
Security or Securities of that series in principal amount equal to the
unredeemed potion thereof will be issued.

         Prior to 10:00 am on the redemption date specified in the notice of
redemption given as provided in this Section 11.02, the Company will deposit
with the Trustee or with one or more paying agents an amount of money sufficient
to redeem on the redemption date all the Securities or portions thereof so
called for redemption at the appropriate redemption price, together with accrued
interest to the date fixed for redemption.

         If all or less than all the Securities of a series are to be redeemed,
the Company will give the Trustee notice not less than 60 days prior to the
redemption date as to the aggregate principal amount of Securities to be
redeemed and the Trustee shall select, in such manner as in its sole discretion
it shall deem appropriate, the Securities of that series or portions thereof (in
multiples of $1,000, except as otherwise set forth in the applicable form of
Security) to be redeemed.

         SECTION 11.03. Payment of Securities Called for Redemption. If notice
of redemption has been given as provided in Section 11.02 or Section 12.03, the
Securities or portions of Securities of the series with respect to which such
notice has been given shall become due and payable on the date and at the place
or places stated in such notice at the applicable redemption price, together
with any interest accrued to the date fixed for redemption, and on and after
said date (unless the Company shall default in the payment of such Securities at
the applicable redemption price, together with any interest accrued to said
date) any interest on the Securities or portions of Securities of any series so
called for redemption shall cease to accrue. On presentation and surrender of
such Securities at a place of payment in said notice specified, the said
Securities or the specified portions thereof shall be paid and redeemed by the
Company at the applicable redemption price, together with any interest accrued
thereon to the date fixed for redemption.

         Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder
thereof, at the expense of the Company, a new Security or Securities of such
series, of authorized denominations, in principal amount equal to the unredeemed
portion of the Security so presented.





                                                                              53


                                 ARTICLE TWELVE

                                  SINKING FUNDS


         SECTION 12.01. Applicability of Article. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment".

         SECTION 12.02. Satisfaction of Mandatory Sinking Fund Payments with
Securities. In lieu of making all or any part of any mandatory sinking fund
payment with respect to any Securities of a series in cash, the Company may at
its option (a) deliver to the Trustee Securities of that series theretofore
purchased or otherwise acquired by the Company, or (b) receive credit for the
principal amount of Securities of that series which have been previously
delivered by the Trustee to the Company which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities; provided that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such mandatory sinking
fund payment shall be reduced accordingly.

         SECTION 12.03. Redemption of Securities for Sinking Fund. Not less
than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee a certificate signed by the
Treasurer or any Assistant Treasurer of the Company specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion thereof, if any, which is to be satisfied by delivering or
crediting Securities of that series pursuant to Section 12.02 (which Securities
will, if not previously delivered, accompany such certificate) and whether the
Company intends to exercise its right to make a permitted optional sinking fund
payment with respect to such series. Such certificate shall also state that no
Event of Default has occurred and is continuing with respect to such series.
Such certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such certificate (or to deliver the Securities
specified in this paragraph), the sinking fund payment due on the next
succeeding sinking fund payment date for that series shall be paid entirely in
cash and shall be sufficient to redeem the principal amount of such Securities
subject to a mandatory sinking fund payment without the option to deliver or
credit Securities as provided in Section 12.02 and without the right to make any
optional sinking fund payment, if any, with respect to such series.

         Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made in cash
which shall equal or exceed $100,000 (or a lesser sum if the Company shall so
request) with respect to the Securities





                                                                              54


of any particular series shall be applied by the Trustee on the sinking fund
payment date on which such payment is made (or, if such payment is made before a
sinking fund payment date, on the sinking fund payment date following the date
of such payment) to the redemption of such Securities at the Redemption Price
specified in such Securities for operation of the sinking fund together with
accrued interest to the date fixed for redemption. Any sinking fund moneys not
so applied or allocated by the Trustee to the redemption of Securities shall be
added to the next cash sinking fund payment received by the Trustee for such
series and, together with such payment, shall be applied in accordance with the
provisions of this Section 12.03. Any and all sinking fund moneys with respect
to the Securities of any particular series held by the Trustee on the last
sinking fund payment date with respect to Securities of such series and not held
for the payment or redemption of particular Securities shall be applied by the
Trustee, together with other moneys, if necessary, to be deposited sufficient
for the purpose, to the payment of the principal of the Securities of that
series at maturity.

         The Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in the last paragraph of
Section 11.02 and the Company shall cause notice of the redemption thereof to be
given in the manner provided in Section 11.02 except that the notice of
redemption shall also state that the Securities are being redeemed by operation
of the sinking fund. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section
11.03.

         Prior to 10:00 am on each sinking fund payment date, the Company shall
pay to the Trustee in cash a sum equal to any interest accrued to the date fixed
for redemption of Securities or portions thereof to be redeemed on such sinking
fund payment date pursuant to this Section.

         The Trustee shall not redeem any Securities of a series with sinking
fund moneys or mail any notice of redemption of such Securities by operation of
the sinking fund for such series during the continuance of a default in payment
of interest on such Securities or of any Event of Default (other than an Event
of Default occurring as a consequence of this paragraph) with respect to such
Securities, except that if the notice of redemption of any such Securities shall
theretofore have been mailed in accordance with the provisions hereof, the
Trustee shall redeem such Securities if cash sufficient for that purpose shall
be deposited with the Trustee for that purpose in accordance with the terms of
this Article. Except as aforesaid, any moneys in the sinking fund for such
series at the time when any such default or Event of Default shall occur and any
moneys thereafter paid into such sinking fund shall, during the continuance of
such default or Event of Default, be held as security for the payment of such
Securities; provided, however, that in case such Event of Default or default
shall have cured or waived as provided herein, such moneys shall thereafter be
applied on the next sinking fund payment date for such Securities on which such
moneys may be applied pursuant to the provisions of this Section.


                                ARTICLE THIRTEEN

                                HOLDERS' MEETINGS


         SECTION 13.01. Purposes of Meetings. A meeting of Holders of
Securities of any or all series may be called at any time and from time to time
pursuant to the provisions of this Article for any one or more of the following
purposes.





                                                                              55


              (1) to give any notice to the Company or to the Trustee, or to
         give any directions to the Trustee, or to consent to the waiving of any
         default hereunder and its consequences, or to take any other action
         authorized to be taken by Holders pursuant to any of the provisions of
         Article Five;

              (2) to remove the Trustee and appoint a successor trustee pursuant
         to the provisions of Article Six;

              (3) to consent to the execution of an indenture or indentures
         supplemental hereto pursuant to the provisions of Section 9.02; or

              (4) to take any other action authorized to be taken by or on
         behalf of the Holders of any specified aggregate principal amount of
         the Securities of any or all series, as the case may be, under any
         other provision of this Indenture or under applicable law.

         SECTION 13.02. Call of Meetings by Trustee. The Trustee may at any
time call a meeting of Holders of Securities of any or all series to take any
action specified in Section 13.01, to be held at such time and at such place in
the Borough of Manhattan, The City of New York, as the Trustee shall determine.
Notice of every meeting of the Holders of Securities of any or all series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be mailed not less than 20
nor more than 60 days prior to the date fixed for the meeting to Holders of
Securities of each series affected.

         SECTION 13.03. Call of Meetings by Company or Holders.

         In case at any time the Company, pursuant to a Board Resolution, or the
Holders of not less than 10% in aggregate principal amount of the Outstanding
Securities of any series shall have requested the Trustee to call a meeting of
Holders of Securities of the series of which they hold not less than 10%, to
take any action authorized in Section 13.01, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed notice of such meeting within 20 days after
receipt of such request, then the Company or the Holders in the amount above
specified may determine the time and the place for such meeting and may call
such meeting to take any action authorized in Section 13.01 by mailing notice
thereof as provided in Section 13.02.

         SECTION 13.04. Qualifications for Voting.

         To be entitled to vote at any meeting of Holders, a Person shall be a
Holder at the close of business two Business Days prior to such meeting of one
or more Securities with respect to which such meeting is being held or be a
Person appointed by an instrument in writing as proxy by such a Holder. The only
Persons who will be entitled to be present or to speak at any meeting of Holders
shall be the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

         SECTION 13.05. Regulations.

         Notwithstanding any other provision of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders, in regard to the



                                                                            56


appointment of proxies, the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall think fit. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 1.04 and the appointment of any proxy shall be proved in the manner
specified in said Section 1.04; provided, however, that such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof hereinbefore or in said Section
1.04 specified.

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or the Holders as provided in Section 13.03, in which case the Company
or the Holders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting may be elected by vote of the Holders of a majority in principal
amount of the Securities with respect to which such meeting is being held
represented at the meeting and entitled to vote.

         At any meeting each Holder or proxy shall be entitled to one vote for
each $1,000 principal amount of Securities with respect to which such meeting is
being held or represented by him and Outstanding (in the case of Original Issue
Discount Securities, such principal amount to be determined as provided in the
definition of "Outstanding"); provided, however, that no vote shall be cast or
counted at any meeting in respect of any Security challenged as not Outstanding
and ruled by the chairman of the meeting to be not Outstanding. The chairman of
the meeting shall have no right to vote other than by virtue of Securities held
by him or instruments in writing as aforesaid duly designating him as the Person
to vote on behalf of other Holders. Any meeting of Holders duly called pursuant
to the provisions of Section 13.02 or 13.03 may be adjourned from time to time
by vote of the Holders (or proxies for such Holders) of a majority of the
Securities with respect to which such meeting is being held represented at the
meeting, and entitled to vote, and the meeting may be held as so adjourned
without further notice.

         Notwithstanding anything in this Section to the contrary, at any
meeting of Holders, the presence of Persons holding or representing Securities
with respect to which such meeting is being held in an aggregate principal
amount sufficient under the appropriate provision of this Indenture to take
action on any business for the transaction of which such meeting was called
shall constitute a quorum, but, if less than a quorum is present, the Persons
holding or representing a majority in aggregate principal amount of such
Securities represented at the meeting may adjourn such meeting with the same
effect, for all intents and purposes, as though a quorum had been present.

         SECTION 13.06. Voting.

         The vote upon any resolution submitted to any meeting of Holders of
Securities with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed the signature of such Holders or proxies
and the serial number or numbers and the principal amounts of the Securities
held or represented by them. The chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A
record in duplicate of the





                                                                              57


proceedings of each meeting of Holders shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more Persons having knowledge of the facts setting forth a copy of the notice of
the meeting and showing that said notice was mailed as provided in Section
13.02. The record shall be signed and verified by the affidavits of the chairman
and secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee, the latter
to have attached thereto the ballots voted at the meeting.

         Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

         SECTION 13.07. Revocation by Holders.

         At any time prior to (but not after) the evidencing to the Trustee, in
the manner provided in Section 1.04, of the taking of any action by the Holders
of the percentage in aggregate principal amount of the Securities specified in
this Indenture in connection with such action, any Person who is the Holder of a
Security the serial number of which is included in the Securities, the Holders
of which have consented to such action may, by filing written notice with the
Trustee at the Corporate Trust Office and upon proof of holding as provided in
Section 1.04, revoke such consent so far as concerns such Security, or if such
Security is a Predecessor Security, so far as concerns the portion of such
Security of which such Persons is the Holder. Except as aforesaid any such
consent given by the Holder of any Security shall be conclusive and binding upon
such Holder and upon all future Holders and owners of such Security and of any
Security issued in exchange therefor or in lieu thereof, irrespective of whether
or not any notation in regard thereto is made upon such Security. Any action
taken by the Holders of the percentage in aggregate principal amount of the
Securities specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the Holders of all the
Securities.

         SECTION 13.08. No Delay.

         Nothing in this Article contained shall be deemed or construed to
require any delay in the exercise of any right or rights conferred upon or
reserved to the Trustee or to the Holders under any of the provisions of this
Indenture or of the Securities by reason of any call of a meeting of Holders or
any rights expressly or impliedly conferred hereunder to make such call.

         SECTION 13.09. Action by Holders. Whenever in this Indenture it is
provided that the Holders of a specified percentage in aggregate principal
amount of the Securities of any or all series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action) the fact that at the time of taking any such
action the Holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by such Holders in person or by agent or proxy appointed in writing, or
(b) by the record of such Holders voting in favor thereof at any meeting of such
Holders duly called and held in accordance with the provisions of this Article
Thirteen, or (c) by a combination of such instrument or instruments and any such
record of such a meeting of such Holders.





                                                                              58


                                ARTICLE FOURTEEN

                                   DEFEASANCE

         SECTION 14.01. Applicability of Article. The provisions of this
Article shall be applicable to Securities of a series except as otherwise
specified pursuant to Section 3.01 for Securities of such series.

         SECTION 14.02. Defeasance Upon Deposit of Moneys or U.S. Government
Obligations. At the Company's option, either (a) the Company shall be deemed to
have been Discharged (as defined below) from its obligations with respect to
Securities of any series ("Legal Defeasance Option") or (b) the Company shall
cease to be under any obligation to comply with any term, provision or condition
set forth in Sections 8.01, 10.04 and 10.05 with respect to Securities of any
series (and, if so specified pursuant to Section 3.01, any other obligation of
the Company or restrictive covenant added for the benefit of such series
pursuant to Section 3.01) ("Covenant Defeasance Option") at any time after the
applicable conditions set forth below have been satisfied:

              (1) the Company shall have deposited or caused to be deposited
         irrevocably with the Trustee as trust funds in trust, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of the Securities of such series (i) money in an amount, or
         (ii) U.S. Government Obligations (as defined below) which through the
         payment of interest and principal in respect thereof in accordance with
         their terms will provide, not later than one day before the due date of
         any pay ment, money in an amount, or (iii) a combination of (i) and
         (ii), sufficient, in the opinion (with respect to (i) and (ii)) of a
         nationally recognized firm of independent public accountants expressed
         in a written certification thereof delivered to the Trustee, to pay and
         discharge each installment of principal (including any mandatory
         sinking fund payments) of and premium, if any, and interest on, the
         Outstanding Securities of such series on the dates such installments of
         interest or principal and premium are due;

              (2) such deposit shall not cause the Trustee with respect to the
         Securities of that series to have a conflicting interest as defined in
         Section 6.08 and for purposes of the Trust Indenture Act with respect
         to the Securities of any series;

              (3) such deposit will not result in a breach or violation of, or
         constitute a default under, this Indenture or any other agreement or
         instrument to which the Company is a party or by which it is bound;

              (4) no Event of Default or event (including such deposit) which,
         with notice or lapse of time or both, would become an Event of Default
         with respect to the Securities of such series shall have occurred and
         be continuing on the date of such deposit and, with respect to the
         legal defeasance option only, no Event of Default under Section 5.01(e)
         or event which with the giving of notice or lapse of time, or both,
         would become an Event of Default under Section 5.01(e) or Section
         5.01(f) s hall have occurred and be continuing on the 91st day after
         such date; and





                                                                              59


              (5) the Company shall have delivered to the Trustee an Opinion of
         Counsel or a ruling from the Internal Revenue Service to the effect
         that the Holders of the Securities of such series will not recognize
         income, gain or loss for Federal income tax purposes as a result of
         such deposit, defeasance or Discharge.

         Notwithstanding the foregoing, if the Company exercises its covenant
defeasance option and an Event of Default under Section 5.01(e) or event which
with the giving of notice or lapse of time, or both, would become an Event of
Default under Section 5.01(e) shall have occurred and be continuing on the 91st
day after the date of such deposit, the obligations of the Company referred to
under the definition of covenant defeasance option with respect to such
Securities shall be reinstated.

         "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities of such series and to have satisfied all the obligations under this
Indenture relating to the Securities of such series (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of Holders of Securities of such series to receive,
from the trust fund described in clause (1) above, payment of the principal of
(and premium, if any) and interest on such Securities when such payments are
due, (B) the Company's obligations with respect to the Securities of such series
under Sections 3.05, 3.06, 3.07, 10.02 and 14.03 and to the Trustee under
Section 6.07 and (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder.

         "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States for the payment of which its full faith and
credit is pledged, or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States, which, in either case under clauses (i) or (ii), are not callable
or redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government obligation held by such custodian for the
account of the holder of a depository receipt; provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of interest on or principal of the U.S. Government Obligation evidenced by such
depository receipt.

         SECTION 14.03. Deposited Moneys and U.S. Government Obligations to Be
Held in Trust. All moneys and U.S. Government Obligations deposited with the
Trustee pursuant to Section 14.02 in respect of Securities of a series shall be
held in trust and applied by it, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company a cting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities, of all sums due and to
become due thereon for principal (and premium, if any) and interest, if any, but
such money need not be segregated from other funds except to the extent required
by law.




                                                                             60


         SECTION 14.04. Repayment to Company.

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


                                   * * * * * *





                                                                              61


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

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

                                  L-3 COMMUNICATIONS HOLDINGS, INC.



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



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




                                  THE BANK OF NEW YORK



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

EX-4.6

                                                                     Exhibit 4.6
================================================================================

                               L-3 COMMUNICATIONS
                                     ISSUER







                        L-3 COMMUNICATIONS HOLDINGS, INC.
                                    GUARANTOR






                                       and




                              THE BANK OF NEW YORK
                                     TRUSTEE




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

                                    INDENTURE

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




                        DATED AS OF ___________ __, 2002







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




                      FORM OF L-3 COMMUNICATIONS INDENTURE






                                                                     Exhibit 4.6


                         L-3 COMMUNICATIONS CORPORATION
         Reconciliation and tie between Trust Indenture Act of 1939 and
                     Indenture, dated as of _______ __, 2002

TRUST INDENTURE ACT SECTION                        INDENTURE SECTION
- ---------------------------                        -----------------
ss.310(a)(1).......................................   6.09
      (a)(2).......................................   6.09
      (a)(3).......................................   Not Applicable
      (a)(4).......................................   Not Applicable
      (b)..........................................   6.08
                                                      6.10
ss.311(a)..........................................   6.13(a)
      (b)..........................................   6.13(b)

ss.312(a)..........................................   7.01
                                                      7.02(a)
      (b)..........................................   7.02(b)
      (c)..........................................   7.02(c)

ss.313(a)..........................................   7.03(a)
      (b)..........................................   7.03(b)
      (c)..........................................   7.03(a)
                                                      7.03(b)
      (d)..........................................   7.03(c)

ss.314(a)..........................................   7.04
      (c)(1).......................................   1.02
      (c)(2).......................................   1.02
      (c)(3).......................................   Not Applicable
      (d)..........................................   Not Applicable
      (e)..........................................   1.02

ss.315(a)..........................................   6.01(a)
      (b)..........................................   6.02
      (c)..........................................   6.01(b)
      (d)..........................................   6.01(c)
      (d)(1).......................................   6.01(c)
      (d)(2).......................................   6.01(c)(2)
      (d)(3).......................................   6.01(c)(3)
      (e)..........................................   5.09

ss.316(a)..........................................   5.08
      (a)(1)(A)....................................   5.08
      (a)(1)(B)....................................   5.02
                                                      5.08
      (a)(2).......................................   Not Applicable
      (b)..........................................   5.05

ss.317(a)(1).......................................   5.03
      (a)(2).......................................   5.03
      (b)..........................................   10.03

ss.318(a)..........................................   1.07


- --------------
Note: This reconciliation and tie shall not, for any purpose, be deemed to
      be a part of the Indenture.







                                              TABLE OF CONTENTS

                                                                                                                       PAGE
                                                                                                                       ----
                                                                                                                   
PARTIES..................................................................................................................1
RECITALS.................................................................................................................1


ARTICLE ONE    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...................................................1

       SECTION 1.01. Definitions ........................................................................................1
       "Act" ............................................................................................................2
       "Affiliate" ......................................................................................................2
       "Authenticating Agent" ...........................................................................................2
       "Board of Directors" .............................................................................................2
       "Board Resolution" ...............................................................................................2
       "Business Day" ...................................................................................................2
       "Commission" .....................................................................................................2
       "Company" ........................................................................................................2
       "Company Request" and "Company Order" ............................................................................3
       "Corporate Trust Office" .........................................................................................3
       "Covenant Defeasance Option" .....................................................................................3
       "Default" ........................................................................................................3
       "Defaulted Interest" .............................................................................................3
       "Discharged" .....................................................................................................3
       "Eligible Guarantors" ............................................................................................3
       "Event of Default" ...............................................................................................3
       "Exchange Act" ...................................................................................................3
       "Global Security" ................................................................................................3
       "Guarantee" ......................................................................................................3
       "Guarantor" ......................................................................................................3
       "Holder" .........................................................................................................3
       "Indenture" ......................................................................................................3
       "interest" .......................................................................................................4
       "Interest Payment Date" ..........................................................................................4
       "Legal Defeasance Option" ........................................................................................4
       "Maturity" .......................................................................................................4
       "Officer" ........................................................................................................4
       "Officers' Certificate" ..........................................................................................4
       "Opinion of Counsel" .............................................................................................4
       "Original Issue Discount Security" ...............................................................................4
       "Outstanding" ....................................................................................................4
       "Parent Guarantor" ...............................................................................................5
       "Paying Agent" ...................................................................................................5
       "Person" .........................................................................................................5
       "Predecessor Security" ...........................................................................................5

                                                                   i

                                                                                                                        PAGE
                                                                                                                        ----
       "Redemption Date" ................................................................................................5
       "Redemption Price" ...............................................................................................5
       "Regular Record Date" ............................................................................................5
       "Responsible Officer" ............................................................................................6
       "Securities" .....................................................................................................6
       "Security Register" and "Security Registrar" .....................................................................6
       "Significant Subsidiary" .........................................................................................6
       "Special Record Date" ............................................................................................6
       "Stated Maturity" ................................................................................................6
       "Subsidiary" .....................................................................................................6
       "Trustee" ........................................................................................................6
       "Trust Indenture Act" ............................................................................................6
       "United States" ..................................................................................................6
       "U.S. Depositary" ................................................................................................7
       "U.S. Government Obligations" ....................................................................................7
       "Voting Stock" ...................................................................................................7
       "Yield to Maturity" ..............................................................................................7
       SECTION 1.02. Compliance Certificates and Opinions ...............................................................7
       SECTION 1.03. Form of Documents Delivered to Trustee .............................................................8
       SECTION 1.04. Acts of Holders ....................................................................................8
       SECTION 1.05. Notices, etc., to Trustee, Company and Parent Guarantor ............................................9
       SECTION 1.06. Notice to Holders; Waiver ..........................................................................9
       SECTION 1.07. Conflict with Trust Indenture Act .................................................................10
       SECTION 1.08. Effect of Headings and Table of Contents ..........................................................10
       SECTION 1.09. Successors and Assigns ............................................................................10
       SECTION 1.10. Separability Clause ...............................................................................10
       SECTION 1.11. Benefits of Indenture .............................................................................10
       SECTION 1.12. Governing Law .....................................................................................10
       SECTION 1.13. Legal Holidays ....................................................................................10
       SECTION 1.14. Indenture and Securities Solely Corporate Obligations .............................................10
       SECTION 1.15. No Security Interest Created ......................................................................11

ARTICLE TWO    SECURITY FORMS...........................................................................................11

       SECTION 2.01. Forms Generally ...................................................................................11
       SECTION 2.02. Form of Trustee's Certificate of Authentication ...................................................11
       SECTION 2.03. Securities in Global Form .........................................................................11

ARTICLE THREE    THE SECURITIES ........................................................................................12

       SECTION 3.01. Amount Unlimited; Issuable in Series ..............................................................12
       SECTION 3.02. Denominations .....................................................................................14
       SECTION 3.03. Authentication and Dating .........................................................................14
       SECTION 3.04. Execution of Securities ...........................................................................15
       SECTION 3.05. Exchange and Registration of Transfer of Securities ...............................................15

                                                             ii

                                                                                                                        PAGE
                                                                                                                        ----
       SECTION 3.06. Mutilated, Destroyed, Lost or Stolen Securities ...................................................16
       SECTION 3.07. Temporary Securities ..............................................................................17
       SECTION 3.08. Payment of Interest; Interest Rights Preserved ....................................................18
       SECTION 3.09. Persons Deemed Owners .............................................................................20
       SECTION 3.10. Cancellation ......................................................................................20
       SECTION 3.11. Computation of Interest ...........................................................................20
       SECTION 3.12. CUSIP Numbers .....................................................................................20

ARTICLE FOUR    SATISFACTION AND DISCHARGE .............................................................................20

       SECTION 4.01. Satisfaction and Discharge of Indenture ...........................................................20
       SECTION 4.02. Application of Trust Money ........................................................................21

ARTICLE FIVE    REMEDIES ...............................................................................................22

       SECTION 5.01. Events of Default .................................................................................22
       SECTION 5.02. Acceleration of Maturity; Rescission and Annulment ................................................23
       SECTION 5.03. Payment of Securities on Default; Suit Therefor ...................................................24
       SECTION 5.04. Application of Moneys Collected by Trustee ........................................................26
       SECTION 5.05. Proceedings by Holders ............................................................................26
       SECTION 5.06. Proceedings by Trustee ............................................................................27
       SECTION 5.07. Remedies Cumulative and Continuing ................................................................27
       SECTION 5.08. Direction of Proceedings and Waiver of Defaults by Majority of Holders ............................27
       SECTION 5.09. Undertaking to Pay Costs ..........................................................................28

ARTICLE SIX    THE TRUSTEE .............................................................................................28

       SECTION 6.01. Certain Duties and Responsibilities ...............................................................28
       SECTION 6.02. Notice of Defaults ................................................................................29
       SECTION 6.03. Certain Rights of Trustee .........................................................................30
       SECTION 6.04. Not Responsible for Recitals or Issuance of Securities ............................................31
       SECTION 6.05. May Hold Securities ...............................................................................31
       SECTION 6.06. Money Held in Trust ...............................................................................31
       SECTION 6.07. Compensation and Reimbursement ....................................................................31
       SECTION 6.08. Disqualification; Conflicting Interests ...........................................................32
       SECTION 6.09. Corporate Trustee Required; Eligibility ...........................................................32
       SECTION 6.10. Resignation and Removal; Appointment of Successor .................................................33
       SECTION 6.11. Acceptance of Appointment by Successor ............................................................34
       SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business .......................................35
       SECTION 6.13. Preferential Collection of Claims Against Company .................................................35
       SECTION 6.14. Appointment of Authenticating Agent ...............................................................39

ARTICLE SEVEN    HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY .....................................................40

                                                              iii

                                                                                                                        PAGE
                                                                                                                        ----

       SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders .........................................40
       SECTION 7.02. Preservation of Information:  Communications to Holders ...........................................41
       SECTION 7.03. Reports by Trustee ................................................................................42
       SECTION 7.04. Reports by Company ................................................................................43

ARTICLE EIGHT    CONSOLIDATION, MERGER, SALE, CONVEYANCE OR LEASE ......................................................44

       SECTION 8.01. Consolidations and Mergers of Company and the Parent Guarantor and Conveyances Permitted Subject
                     to Certain Conditions .............................................................................44
       SECTION 8.02. Rights and Duties of Successor Corporation ........................................................44
       SECTION 8.03. Officers' Certificate and Opinion of Counsel ......................................................45

ARTICLE NINE    SUPPLEMENTAL INDENTURES ................................................................................45

       SECTION 9.01. Supplemental Indentures without Consent of Holders ................................................45
       SECTION 9.02. Supplemental Indentures with Consent of Holders ...................................................47
       SECTION 9.03. Compliance with Trust Indenture Act; Effect of Supplemental Indentures ............................48
       SECTION 9.04. Notation on Securities ............................................................................48
       SECTION 9.05. Evidence of Compliance of Supplemental Indenture to be Furnished Trustee ..........................48

ARTICLE TEN    COVENANTS ...............................................................................................49

       SECTION 10.01. Payment of Principal and Interest.................................................................49
       SECTION 10.02. Maintenance of Office or Agency...................................................................49
       SECTION 10.03. Money for Security Payments to be Held in Trust...................................................49
       SECTION 10.04. Payment of Taxes and Other Claims.................................................................50
       SECTION 10.05. Maintenance of Properties.........................................................................51
       SECTION 10.06. Statement as to Default...........................................................................51
       SECTION 10.07. Corporate Existence...............................................................................51
       SECTION 10.08. Waiver of Certain Covenants.......................................................................51
       SECTION 10.09. Calculation of Original Issue Discount............................................................51

ARTICLE ELEVEN    REDEMPTION OF SECURITIES..............................................................................52

       SECTION 11.01. Applicability of Article..........................................................................52
       SECTION 11.02. Notice of Redemption; Selection of Securities.....................................................52
       SECTION 11.03. Payment of Securities Called for Redemption.......................................................53

ARTICLE TWELVE    SINKING FUNDS.........................................................................................53

       SECTION 12.01. Applicability of Article..........................................................................53
       SECTION 12.02. Satisfaction of Mandatory Sinking Fund Payments with Securities...................................53
       SECTION 12.03. Redemption of Securities for Sinking Fund.........................................................54

                                                             iv


                                                                                                                        PAGE
                                                                                                                        ----
ARTICLE THIRTEEN    HOLDERS' MEETINGS...................................................................................55

       SECTION 13.01. Purposes of Meetings..............................................................................55
       SECTION 13.02. Call of Meetings by Trustee.......................................................................55
       SECTION 13.03. Call of Meetings by Company or Holders............................................................55
       SECTION 13.04. Qualifications for Voting.........................................................................56
       SECTION 13.05. Regulations.......................................................................................56
       SECTION 13.06. Voting............................................................................................57
       SECTION 13.07. Revocation by Holders.............................................................................57
       SECTION 13.08. No Delay..........................................................................................58
       SECTION 13.09. Action by Holders.................................................................................58

ARTICLE FOURTEEN    DEFEASANCE..........................................................................................58

       SECTION 14.01. Applicability of Article..........................................................................58
       SECTION 14.02. Defeasance Upon Deposit of Moneys or U.S. Government Obligations..................................58
       SECTION 14.03. Deposited Moneys and U.S. Government Obligations to Be Held in Trust..............................60
       SECTION 14.04. Repayment to Company..............................................................................60

ARTICLE FIFTEEN    GUARANTEES...........................................................................................60

       SECTION 15.01. Guarantees........................................................................................60
       SECTION 15.02. Obligations of the Guarantor Unconditional........................................................62
       SECTION 15.03. Article Fifteen Not To Prevent Events of Default..................................................62
       SECTION 15.04. Execution and Delivery of Guarantee...............................................................62
       SECTION 15.05. Ranking of Guarantee..............................................................................63


       SIGNATURES AND ATTESTATIONS......................................................................................66
       EXHIBIT A

                                                           v






     FORM OF INDENTURE, dated as of _________ __, 2002 among L-3 Communications
Corporation, a Delaware corporation (hereinafter called the "Company"), L-3
Communications Holdings, Inc. (the "Parent Guarantor") and The Bank of New York,
a New York banking corporation (hereinafter called the "Trustee").

                             RECITALS OF THE COMPANY

     WHEREAS, the Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness to be issued in one or more
series (herein called the "Securities"), as in this Indenture provided, up to
such principal amount or amounts as may from time to time be authorized in or
pursuant to one or more Board Resolutions; and

     WHEREAS, all things necessary to make this Indenture a valid and legally
binding agreement of the Company, in accordance with its terms, have been done.

                          RECITALS OF PARENT GUARANTOR

     WHEREAS, the Parent Guarantor desires to make the Guarantees provided for
herein; and

     WHEREAS, all things necessary to make this Indenture a valid agreement of
the Parent Guarantor, in accordance with its terms, have been done and the
Parent Guarantor will do all things necessary to make the Guarantee, when
executed by the Parent Guarantor and endorsed on the Securities authenticated
and delivered hereunder, the valid obligations of the Parent Guarantor as
hereinafter provided.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

     SECTION 1.01. Definitions.

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

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

          (2) all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein;

                                                                               2

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles, and the term "generally accepted accounting principles" with
     respect to any computation required or permitted hereunder shall mean such
     accounting principles which are generally accepted at the date or time of
     such computation; and

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

     Certain terms, used principally in Article Six, are defined in that
Article.

     "Act" when used with respect to any Holder has the meaning specified in
Section 1.04.

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

     "Authenticating Agent" means any authenticating agent appointed by the
Trustee pursuant to Section 6.14.

     "Board of Directors" means the board of directors of the Company or the
Parent Guarantor, as the case may be, or any duly authorized committee of that
board or any director or directors and/or officer or officers of the Company or
the Parent Guarantor, as the case may be, to whom that board or committee shall
have duly delegated its authority.

     "Board Resolution" means (1) a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, or (2) a certificate signed by the director or directors and/or
officer or officers to whom the Board of Directors or any duly authorized
committee of that board shall have duly delegated its authority, in each case
delivered to the Trustee for the Securities of any series.

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

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

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

                                                                               3

     "Company Request" and "Company Order" mean, respectively, a written request
or order signed in the name of the Company by the Chairman of the Board, the
President or a Vice President (any reference to a Vice President of the Company
herein shall be deemed to include any Vice President of the Company whether or
not designated by a number or a word or words added before or after the title
"Vice President"), and by the Chief Financial Officer, Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee.

     "Corporate Trust Office" of the Trustee means the principal corporate trust
office of the Trustee at which at any particular time its corporate trust
business shall be principally administered, which office as of the date hereof
is located at 101 Barclay Street, Floor 21 West, New York, New York 10286,
Attention: Corporate Trust Administration.

     "Covenant Defeasance Option" has the meaning specified in Section 14.02.

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

     "Defaulted Interest" has the meaning specified in Section 3.08.

     "Discharged" has the meaning specified in Section 14.02.

     "Eligible Guarantors" means the Parent Guarantor and each domestic
Subsidiary of the Parent Guarantor.

     "Event of Default" has the meaning specified in Article Five.

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

     "Global Security" means a Security evidencing all or part of a series of
Securities, including, without limitation, any temporary or permanent Global
Securities.

     "Guarantee" has the meaning specified in Section 15.01.

     "Guarantor" has the meaning specified in Section 3.01.

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

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and shall
include the form and terms of particular series of Securities established as
contemplated hereunder; provided, however, that if at any time more than one
Person is acting as Trustee under this instrument, "Indenture" shall mean with
respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
particular series of Securities for which such person is Trustee established as
contemplated by Section 3.01, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless

                                                                               4

of when such terms or provisions were adopted, and exclusive of any
provisions or terms adopted by means of one or more indentures supplemental
hereto executed and delivered after such Person had become such Trustee but to
which such Person, as such Trustee, was not a party.

     "interest" when used with respect to non-interest bearing Securities means
interest payable after Maturity.

     "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Security (in the case of an interest-bearing Security).

     "Legal Defeasance Option" has the meaning specified in Section 14.02.

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

     "Officer" of the Company or the Parent Guarantor means the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Financial Officer,
the Treasurer, the Controller, any Vice President or the Secretary of the
Company or the Parent Guarantor, as the case may be.

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board, the President or a Vice President, and by the Chief Financial Officer,
the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller,
the Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may (except as
otherwise expressly provided in this Indenture) be counsel for the Company.

     "Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.02.

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

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

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

          (iii) Securities in exchange for or in lieu of which other Securities
     have been authenticated and delivered pursuant to this Indenture;

                                                                               5

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

     In determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding for such purpose shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of the acceleration of the
maturity thereof pursuant to Section 5.02.

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

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

     "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust, estate,
unincorporated organization or government or any agency or political subdivision
thereof, and shall include any syndicate or group that would be deemed to be a
person under Section 13(d)(3) of the Exchange Act.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

     "Redemption Date" when used with respect to any Security to be redeemed
means the date fixed for such redemption by or pursuant to the Board Resolution
or supplemental indenture establishing the series of Securities of which the
Security to be redeemed is a member.

     "Redemption Price" when used with respect to any Security to be redeemed
means the price at which it is to be redeemed pursuant to the Board Resolution
or supplemental indenture establishing the series of Securities of which the
Security to be redeemed is a member.

     "Regular Record Date" for the interest payable on any Interest Payment Date
(in the case of an interest-bearing Security) means such date or dates as may be
fixed for such purpose in the

                                                                               6

Board Resolution or supplemental indenture establishing the series of Securities
of which the Security is a member.

     "Responsible Officer" when used with respect to the Trustee means any
officer in the Corporate Trust Office of the Trustee and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of such officer's knowledge of and familiarity with
the particular subject.

     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture; provided, however, that if at any time there is more than one
Person acting as Trustee under this instrument, "Securities" with respect to the
Indenture as to which such Person is Trustee shall have the meaning stated in
the first recital of this instrument and shall more particularly mean Securities
authenticated and delivered under this instrument, exclusive, however of
Securities of any series as to which such Person is not Trustee.

     "Security Register" and "Security Registrar" , have the meanings specified
in Section 3.05.

     "Significant Subsidiary" means any Subsidiary which is a "significant
subsidiary" within the meaning of Rule 405 under the Securities Act of 1933, as
amended.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.08.

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

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

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean
such successor Trustee; provided, however, that if at any time there is more
than one such person, "Trustee" as used with respect to the Securities of any
series shall mean only the Trustee with respect to Securities of that series.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended by
the Trust Indenture Reform Act of 1990, as in force at the date as of which this
instrument was executed, except as provided in Section 9.03.

     "United States" means the United States excluding its territories and
possessions.

                                                                               7

     "U.S. Depositary" means a clearing agency registered under the Securities
Exchange Act of 1934, as amended, or any successor thereto, which shall in
either case be designated by the Corporation pursuant to Section 3.01, until a
successor U.S. Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "U.S. Depositary" shall mean or
include each Person who is then a U.S. Depositary hereunder, and if at any time
there is more than one such Person, "U.S. Depositary" as used with respect to
the Securities of any series shall mean the U.S. Depositary with respect to the
Securities of that series.

     "U.S. Government Obligations" has the meaning specified in Section 14.02.

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

     "Yield to Maturity" means the yield to maturity, calculated at the time of
issuance of a series of Securities or, if applicable, at the most recent
redetermination of interest on such series and calculated in accordance with
accepted financial practice.

     SECTION 1.02. Compliance Certificates and Opinions.

     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall, upon the
request of the Trustee, furnish to the Trustee (1) an Officers' Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and (2) an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     Every certificate (other than certificates provided pursuant to Section
10.06) or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include

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

          (2) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

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

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

                                                                               8

     SECTION 1.03. Form of Documents Delivered to Trustee.

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

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

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

     SECTION 1.04. Acts of Holders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee, and,
where it is hereby expressly required, to the Company and/or the Parent
Guarantor. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Company and/or the Parent Guarantor and any agent of the
Trustee or the Company and/or the Parent Guarantor, if made in the manner
provided in this Section.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by
the certificate of any notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
an officer of a corporation or association or a member of a partnership or an
official of a public or governmental body, on behalf of such corporate,
association, partnership, or public or governmental body or by a fiduciary, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution

                                                                               9

by any Person of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient and in accordance with such reasonable rules as the Trustee may
determine.

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

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

     SECTION 1.05. Notices, etc., to Trustee, Company and Parent Guarantor.

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

          (1) the Trustee by any Holder or by the Company or by the Parent
     Guarantor shall be sufficient for every purpose hereunder if in writing and
     mailed, first-class postage prepaid, to the Trustee addressed to it at its
     Corporate Trust Office;

          (2) the Company or the Parent Guarantor, as the case may be, by the
     Trustee or by any Holder shall be sufficient for every purpose hereunder if
     in writing and mailed, first-class postage prepaid, to the Company or the
     Parent Guarantor, as the case may be, addressed to it at 600 Third Avenue,
     35th Floor, New York, New York 10016, Attention: Vice President-Finance, or
     at any other address previously furnished in writing to the Trustee by the
     Company or the Parent Guarantor, as the case may be.

     SECTION 1.06. Notice to Holders; Waiver.

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

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


                                                                              10

     SECTION 1.07. Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with the duties
imposed by any of Section 310 through 317, inclusive, of the Trust Indenture Act
through the operation of Section 318(c) thereof, such imposed duties shall
control.

     SECTION 1.08. Effect of Headings and Table of Contents.

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

     SECTION 1.09. Successors and Assigns.

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

     SECTION 1.10. Separability Clause.

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

     SECTION 1.11. Benefits of Indenture.

     Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person (other than the parties hereto, any Security Registrar, any
Paying Agent, any Authenticating Agent, and their successors hereunder, and the
Holders of Securities) any benefit or any legal or equitable right, remedy or
claim under this Indenture.

     SECTION 1.12. Governing Law.

     This Indenture and the Securities shall be governed by, and construed in
accordance with, the laws of the State of New York.

     SECTION 1.13. Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or the Security) payment of interest or
principal need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or Redemption Date, or at the Stated Maturity, and no interest shall accrue
for the period from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be.

     SECTION 1.14. Indenture and Securities Solely Corporate Obligations.

     No recourse for the payment of principal of or interest on any Security or
for any claim based on any Security or this Indenture shall be had against any
director or officer or stockholder, past, present or future, of the Company or
any other obligor with respect to the

                                                                              11

Securities. Any such claim against any such Person is expressly waived as a
condition of, and as consideration for, the execution and delivery of this
Indenture and the issue of the Securities.

     SECTION 1.15. No Security Interest Created.

     Nothing in this Indenture or in the Securities, expressed or implied, shall
be construed to constitute a security interest under the Uniform Commercial Code
or similar legislation, as now or hereafter enacted and in effect, in any
jurisdiction where property of the Company or its Subsidiaries is located.

                                 ARTICLE TWO

                                 SECURITY FORMS

     SECTION 2.01. Forms Generally. The Securities of each series shall be in
substantially such form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with any law or with any rules made pursuant
thereto or with any rules of any securities exchange or as may, consistently
herewith, be determined by the officers executing such Securities, as evidenced
by their execution of the Securities.

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

     SECTION 2.02. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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

                                   The Bank of New York, as Trustee

                                   By______________________________
                                         Authorized Signatory

                                   Dated:__________________________

     SECTION 2.03. Securities in Global Form. If any Security of a series is
issuable in global form, such Global Security may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be

                                                                              12

reduced to reflect exchanges. Any endorsement of a Global Security to reflect
the amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee and in such manner as shall be
specified in such Global Security. Any instructions by the Company with respect
to a Global Security, after its initial issuance, shall be in writing but need
not comply with Section 1.02.

     None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.



                                 ARTICLE THREE

                                 THE SECURITIES

     SECTION 3.01. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series,

          (1) the title of the Securities of the series, including CUSIP Numbers
     (which shall distinguish the Securities of the series from all other
     Securities);

          (2) any limit upon the aggregate principal amount of the Securities of
     the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Section 3.05, 3.06, 3.07, 9.04 or 11.03);

          (3) the date or dates on which the principal and premium, if any, of
     the Securities of the series is payable;

          (4) the rate or rates at which the Securities of the series shall bear
     interest, or the method by which such rate or rates shall be determined, if
     any, the date or dates from which such interest shall accrue, or the method
     by which such date or dates shall be determined, the interest payment dates
     on which such interest shall be payable and the record dates for the
     determination of Holders to whom interest is payable;

          (5) the place or places, if any, in addition to or instead of the
     Corporate Trust Office of the Trustee, where the principal of (and premium,
     if any) and interest on Securities of the series shall be payable; the
     extent to which, or the manner in which, any interest payable on any Global
     Security on an Interest Payment Date will be paid, if other than in the
     manner provided in Section 3.08; and the manner in which any principal of,
     or premium, if any, on, any Global Security will be paid, if other than as
     set forth elsewhere herein;

                                                                              13

          (6) the price or prices at which, the period or periods within which
     and the terms and conditions upon which Securities of the series may be
     redeemed, in whole or in part, at the option of the Company, pursuant to
     any sinking fund or otherwise;

          (7) the obligation, if any, of the Company to redeem, purchase or
     repay Securities of the series pursuant to any sinking fund or analogous
     provisions or at the option of a Holder thereof and the price or prices at
     which and the period or periods within which and the terms and conditions
     upon which Securities of the series shall be redeemed, purchased or repaid,
     in whole or in part, pursuant to such obligation;

          (8) if other than denominations of $1,000 and any integral multiple
     thereof, the denominations in which Securities of the series shall be
     issuable;

          (9) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the maturity thereof pursuant to Section
     5.02 or provable in bankruptcy pursuant to Section 5.03;

          (10) any Events of Default with respect to the Securities of a
     particular series, if not set forth herein or if other than as set forth
     herein;

          (11) the extent to which the defeasance provisions of this Indenture
     do not apply to the Securities of the series;

          (12) whether the Securities of the series shall be issued in whole or
     in part in the form of one or more Global Securities and, in such case, the
     U.S. Depositary for such Global Security or Securities; the manner in which
     and the circumstances under which Global Securities representing Securities
     of the series may be exchanged for Securities in definitive form, if other
     than, or in addition to, the manner and circumstances specified in Section
     3.07;

          (13) the ranking of the Securities of such series, if other than on a
     parity with all other unsecured, unsubordinated indebtedness of the
     Company;

          (14) provisions, if any, with regard to the conversion or exchange of
     the Securities of such series, at the option of the Holders thereof or the
     Company, as the case may be, for or into new Securities of a different
     series or common stock or other securities of the Company;

          (15) which, if any, of the Eligible Guarantors, in addition to the
     Parent Guarantor, shall guarantee the Securities on the terms set forth in
     Article Fifteen or in the applicable supplemental indenture (the Parent
     Guarantor, together with each of the other Eligible Guarantors that
     guarantees the Securities, if any, the "Guarantors," each, a "Guarantor");

          (16) the ranking of the obligations of each Guarantor under its
     respective Guarantee, if other than on parity with all other unsecured,
     unsubordinated indebtedness of such Guarantor;

                                                                              14


          (17) any trustees, depositaries, authenticating or paying agents,
     transfer agents or registrars or any other agents with respect to the
     Securities of such series; and

          (18) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture).

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to such
resolution of the Board of Directors or in any such indenture supplemental
hereto.

     SECTION 3.02. Denominations. The Securities of each series shall be
issuable in registered form without coupons in such denominations as shall be
specified as contemplated by Section 3.01. In the absence of any such
specification with respect to the Securities of any series, the Securities of
such series shall be issuable in denominations of $1,000 and any integral
multiple thereof.

     SECTION 3.03. Authentication and Dating. At any time and from time to time
after the execution and delivery of this Indenture, the Company may deliver
Securities of any series executed by the Company to the Trustee for
authentication. Except as otherwise provided in this Article Three, the Trustee
shall thereupon authenticate and deliver said Securities to or upon a Company
Order, signed by two Officers of the Company by manual or facsimile signature.
In authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall receive,
and (subject to Section 6.01) shall be fully protected in relying upon:

          (1) a copy of any Board Resolution relating thereto and, if
     applicable, an appropriate record of any action taken pursuant to such
     resolution, in each case certified by the Secretary or an Assistant
     secretary of the Company;

          (2) an executed supplemental indenture, if any;

          (3) an Officers' Certificate; and

          (4) an Opinion of Counsel, which shall also state

          (a) that the form of such Securities has been established by or
     pursuant to a Board Resolution or by a supplemental indenture as permitted
     by Section 2.01 in conformity with the provisions of this Indenture;

          (b) that the terms of such Securities have been established by or
     pursuant to a Board Resolution or by a supplemental indenture as permitted
     by Section 3.01 in conformity with the provisions of this Indenture;

          (c) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Company, enforceable in accordance with
     their terms, subject to bankruptcy, insolvency, reorganization and other
     laws of general applicability relating to or affecting the enforcement of
     creditors' rights and to general equity principles; and

                                                                              15


          (d) that all laws and requirements in respect of the execution and
     delivery by the Company of the Securities have been complied with and that
     authentication and delivery of the Securities by the Trustee will not
     violate the terms of the Indenture.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith shall determine that such action would expose the Trustee to personal
liability to existing Holders.

     Each Security shall be dated the date of its authentication.

     SECTION 3.04. Execution of Securities. The Securities shall be signed in
the name and on behalf of the Company by the manual or facsimile signatures of
two Officers of the Company (which may be printed, engraved or otherwise
reproduced thereon, by facsimile or otherwise). Only such Securities as shall
bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee, shall be entitled to the benefits
of this Indenture or be valid or obligatory for any purpose. Such certificate by
the Trustee upon any Security executed by the Company shall be conclusive
evidence that the Security so authenticated has been duly authenticated and
delivered hereunder and that the Holder is entitled to the benefits of this
Indenture.

     In case any Officer of the Company who shall have signed any of the
Securities shall cease to be such officer before the Securities so signed shall
have been authenticated and delivered by the Trustee, or disposed of by the
Company, such Securities nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Securities had not ceased to be
such officer of the Company; and any Security may be signed on behalf of the
Company by such persons as, at the actual date of the execution of such
Security, shall be the proper officers of the Company, although at the date of
the execution of this Indenture any such person was not such an officer.

     SECTION 3.05. Exchange and Registration of Transfer of Securities.
Securities of any series may be exchanged for a like aggregate principal amount
of Securities of the same series of other authorized denominations. Securities
to be exchanged shall be surrendered at the office or agency to be maintained by
the Company in the Borough of Manhattan, The City of New York, as provided in
Section 10.02. The Trustee is hereby appointed "Security Registrar" for the
purpose of the registration of Securities and of transfer of Securities in the
Security Register as herein provided. The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register for each series of Securities
issued hereunder (hereinafter collectively referred to as the "Security
Register") in which, subject to such reasonable regulations at it may prescribe,
the Company shall provide for the registration of Securities and the transfer of
Securities as in this Article Three provided. The Security Register shall be in
written form or in any other form capable of being converted into written form
within a reasonable time. Upon due presentment for registration of transfer of
any Security of any series at such office or agency, the Company shall execute
and the Trustee shall register, authenticate and deliver in the name of the
transferee or transferees a new Security or Securities of the same series for an
equal aggregate principal amount.

                                                                              16

     All Securities presented for registration of transfer or for exchange,
redemption or payment shall (if so required by the Company or the Security
Registrar) be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the registered Holder or his attorney duly
authorized in writing.

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

     The Company shall not be required to exchange or register the transfer of
(a) any Securities of any series for a period of 15 days next preceding any
selection of Securities of that series to be redeemed, or (b) any Securities
selected, called or being called for redemption except, in the case of any
Security to be redeemed in part, the portion thereof not so to be redeemed.

     SECTION 3.06. Mutilated, Destroyed, Lost or Stolen Securities. In case any
temporary or definitive Security shall become mutilated or be destroyed, lost or
stolen, the Company in the case of a mutilated Security shall, and in the case
of a lost, stolen or destroyed Security may in its discretion, execute, and upon
its request the Trustee shall authenticate and deliver, a new Security of the
same series bearing a number, letter or other distinguishing symbol not
contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen, or if any such Security shall have matured or shall be about to
mature, instead of issuing a substituted Security, the Company may pay or
authorize the payment of the same without surrender thereof (except in the case
of a mutilated Security). In every case the applicant for a substituted Security
shall furnish to the Company and to the Trustee such security or indemnity as
may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
to the Trustee evidence to their satisfaction of the destruction, loss or theft
of such Security and of the ownership thereof.

     The Trustee may authenticate any such substituted Security and deliver the
same upon the written request or authorization of any Officer of the Company.
Upon the issuance of any substituted Security, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses connected therewith
and in addition a further sum not exceeding two dollars for each Security so
issued in substitution.

     Every substituted Security issued pursuant to the provisions of this
Section 3.06 by virtue of the fact that any Security is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be found at any
time, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued
hereunder. All Securities shall be held and owned upon the express condition
that the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities and shall preclude
(to the extent lawful) any and all other rights or remedies with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

                                                                              17

     SECTION 3.07. Temporary Securities. Pending the preparation of definitive
Securities of any series the Company may execute and the Trustee shall
authenticate and deliver temporary Securities (printed or lithographed).
Temporary Securities shall be issuable in any authorized denomination and
substantially in the form of the definitive Securities but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all as
may be determined by the Company. Every such temporary Security shall be
executed by the Company and shall be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with the same effect, as
the definitive Securities. Without unreasonable delay the Company will execute
and deliver to the Trustee definitive Securities of such series and thereupon
any or all temporary Securities of such series may be surrendered in exchange
therefore, at the Corporate Trust Office of the Trustee, and the Trustee shall
authenticate and deliver in exchange for such temporary Securities an equal
aggregate principal amount of definitive Securities. Such exchange shall be made
by the Company at its own expense and without any charge therefor except that in
case of any such exchange involving any registration of transfer the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities authenticated and delivered
hereunder.

     If the Company shall establish pursuant to Section 3.01 that the Securities
of a series are to be issued in whole or in part in the form of one or more
Global Securities, then the Company shall execute and the Trustee shall, in
accordance with Section 3.03 and the Company Order with respect to such series,
authenticate and deliver one or more Global Securities in temporary or permanent
form that (i) shall represent and shall be denominated in an amount equal to the
aggregate principal amount of the Outstanding Securities of such series to be
represented by one or more Global Securities, (ii) shall be registered in the
name of the U.S. Depositary for such Global Security or Securities or the
nominee of such depositary, and (iii) shall bear a legend substantially to the
following effect: "This Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary, unless and until this Security is exchanged in whole or in part for
Securities in definitive form" and such other legend as may be required by the
U.S. Depositary.

     Notwithstanding any other provision of this Section or Section 3.05, unless
and until it is exchanged in whole or in part for Securities in definitive form,
a Global Security representing all or a portion of the Securities of a series
may not be transferred except as a whole by the U.S. Depositary for such series
to a nominee of such depositary or by a nominee of such depositary to such
depositary or another nominee of such depositary or by such depositary or any
such nominee to a successor U.S. Depositary for such series or a nominee of such
successor depositary.

     If at any time the U.S. Depositary for the Securities of a series notifies
the Company that it is unwilling or unable to continue as U.S. Depositary for
the Securities of such series or if at any time the U.S. Depositary for
Securities of a series shall no longer be a clearing agency registered and in
good standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, the Company shall appoint a successor U.S.
Depositary with respect to the Securities of such series. If a successor U.S.
Depositary for the Securities of such

                                                                              18

series is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such condition, the Company will execute, and
the Trustee, upon receipt of a Company Order for the authentication and delivery
of definitive Securities of such series, will authenticate and deliver,
Securities of such series in definitive form in an aggregate principal amount
equal to the principal amount of the Global Security or Securities representing
such series in exchange for such Global Security or Securities.

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

     If the Securities of any series shall have been issued in the form of one
or more Global Securities and if an Event of Default with respect to the
Securities of such series shall have occurred and be continuing, the Company
will promptly execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver Securities of such series in definitive form and in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such series in exchange for such Global Security or
Securities.

     If specified by the Company pursuant to Section 3.01 with respect to
Securities of a series, the U.S. Depositary for such series of Securities may
surrender a Global Security for such series of Securities in exchange in whole
or in part for Securities of such series in definitive form on such terms as are
acceptable to the Company and such depositary. Thereupon, the Company shall
execute and the Trustee shall authenticate and deliver, without charge:

          (1) to each Person specified by the U.S. Depositary a new Registered
     Security or Securities of the same series, of any authorized denomination
     as requested by such Person in an aggregate principal amount equal to and
     in exchange for such Person's beneficial interest in the Global Security;
     and

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

     Upon the exchange of a Global Security in whole for Securities in
definitive form, such Global Security shall be cancelled by the Trustee.
Securities so issued in exchange for a Global Security shall be registered in
such names and in such authorized denominations as the U.S. Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Securities to the Persons in whose names such Securities are so registered.

     SECTION 3.08. Payment of Interest; Interest Rights Preserved. Interest on
any Security which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall

                                                                              19

be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

     Any interest on any Security which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date or within 30 days thereafter
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of having been
such Holder; and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities (or their respective Predecessor
     Securities) are registered at the close of business on a Special Record
     Date for the payment of such Defaulted Interest, which shall be fixed in
     the following manner. The Company shall notify the Trustee in writing of
     the amount of Defaulted Interest proposed to be paid on each Security and
     the date of the proposed payment, and at the same time the Company shall
     deposit with the Trustee an amount of money equal to the aggregate amount
     proposed to be paid in respect of such Defaulted Interest or shall make
     arrangements satisfactory to the Trustee for such deposit prior to the date
     of the proposed payment, such money when deposited to be held in trust for
     the benefit of the Persons entitled to such Defaulted Interest as in this
     clause provided. Thereupon the Trustee shall fix a Special Record Date for
     the payment of such Defaulted Interest which shall be not more than 15 days
     and not less than 10 days prior to the date of the proposed payment and not
     less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment. The Trustee shall promptly notify the Company of such
     Special Record Date and, in the name and at the expense of the Company,
     shall cause notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor to be mailed, first-class postage prepaid,
     to each Holder at his address as it appears in the Security Register not
     less than 10 days prior to such Special Record Date. The Trustee may, in
     its discretion, in the name and at the expense of the Company, cause a
     similar notice to be published at least once in a newspaper, customarily
     published in the English language on each Business Day and of general
     circulation in the Borough of Manhattan, The City of New York, but such
     publication shall not be a condition precedent to the establishment of such
     Special Record Date. Notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor having been mailed as
     aforesaid, such Defaulted Interest shall be paid to the Persons in whose
     names the Securities (or their respective Predecessor Securities) are
     registered on such Special Record Date and shall no longer be payable
     pursuant to the following clause (2).

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

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall

                                                                              20

carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.

     SECTION 3.09. Persons Deemed Owners. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee, the
Authenticating Agent and any agent of the Company or the Trustee may treat the
Person in whose name the Security is registered as the owner of such Security
for the purpose of receiving payment of principal of, and (subject to Section
3.08) interest on, such Security and for all other purposes whatsoever, whether
or not such Security be overdue, and neither the Company, the Trustee, the
Authenticating Agent nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

     SECTION 3.10. Cancellation. All Securities surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee, and any such
Securities and Securities surrendered directly to the Trustee for any such
purpose shall be promptly cancelled by it. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities held by the Trustee shall be
disposed of by the Trustee in its customary manner.

     SECTION 3.11. Computation of Interest. Except as otherwise specified as
contemplated by Section 3.01 for Securities of any Series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

     SECTION 3.12. CUSIP Numbers. The Company in issuing the Securities may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the "CUSIP" numbers.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

     SECTION 4.01. Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

          (1) either

               (A) all Securities theretofore authenticated and delivered (other
          than (i) Securities which have been destroyed, lost or stolen and
          which have been

                                                                              21

          replaced or paid as provided in Section 3.06 and (ii) Securities
          for whose payment money has theretofore been deposited in trust or
          segregated and held in trust by the Company and thereafter repaid to
          the Company or discharged from such trust, as provided in Section
          10.03) have been delivered to the Trustee for cancellation; or

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

                    (i) have become due and payable, or

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

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

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

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07 and the obligations
of the Trustee to any Authenticating Agent under Section 6.14 shall survive such
satisfaction and discharge.

     SECTION 4.02. Application of Trust Money. All money deposited with the
Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.

                                                                              22

                                  ARTICLE FIVE

                                    REMEDIES

     SECTION 5.01. Events of Default.

     "Events of Default", wherever used herein with respect to Securities of any
series, means any one of the following events and such other events as may be
established with respect to the Securities of that series as contemplated by
Section 3.01 hereof (whatever the reasons for such Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of law pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

          (a) default in the payment of any installment of interest upon any
     Security of that series as and when the same shall become due and payable,
     and continuance of such default for a period of 30 days; or

          (b) default in the payment of any of the principal of and premium, if
     any, on any Security of that series as and when the same shall become due
     and payable, either at Maturity, upon redemption, by declaration, repayment
     or otherwise; or

          (c) default in the payment or satisfaction of any sinking fund
     installment as and when the same shall become due and payable by the terms
     of a Security of that series; or

          (d) failure on the part of the Company or a Guarantor duly to observe
     or perform any other of the covenants or agreements on the part of the
     Company or a Guarantor in this Indenture (other than those set forth
     exclusively in the terms of any particular series of Securities established
     as contemplated in this Indenture) continued for a period of 60 days after
     the date on which written notice of such failure, requiring the Company or
     a Guarantor to remedy the same, shall have been given to the Company or a
     Guarantor by the Trustee, or to the Company or a Guarantor and the Trustee
     by the Holders of at least 25 percent in aggregate principal amount of the
     Securities of such series at the time Outstanding, and stating that such
     notice is a "Notice of Default" hereunder; or

          (e) the commencement by the Parent Guarantor, the Company or any
     Significant Subsidiary of the Company or any group of Subsidiaries that,
     taken as a whole, would constitute a Significant Subsidiary of a voluntary
     case or proceeding under any applicable U.S. federal or state bankruptcy,
     insolvency, reorganization or other similar law or of any other case or
     proceeding to be adjudicated a bankrupt or insolvent, or the consent by the
     Parent Guarantor, the Company or any Significant Subsidiary of the Company
     or any group of Subsidiaries that, taken as a whole, would constitute a
     Significant Subsidiary to the entry of a decree or order for relief in
     respect of the Parent Guarantor, the Company or any Significant Subsidiary
     of the Company or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary in an involuntary case or proceeding
     under any applicable U.S. federal or state bankruptcy, insolvency,
     reorganization or other similar law or to the commencement of any

                                                                              23

     bankruptcy or insolvency case or proceeding against the Parent Guarantor,
     the Company or any Significant Subsidiary of the Company or any group of
     Subsidiaries that, taken as a whole, would constitute a Significant
     Subsidiary, or the filing by the Parent Guarantor, the Company or any
     Significant Subsidiary of the Company or any group of Subsidiaries that,
     taken as a whole, would constitute a Significant Subsidiary of a petition
     or answer or consent seeking reorganization or relief under any applicable
     U.S. federal or state law, or the consent by the Parent Guarantor, the
     Company or any Significant Subsidiary of the Company or any group of
     Subsidiaries that, taken as a whole, would constitute a Significant
     Subsidiary to the filing of such petition or to the appointment of or the
     taking possession by a custodian of the Parent Guarantor, the Company or
     any Significant Subsidiary of the Company or any group of Subsidiaries
     that, taken as a whole, would constitute a Significant Subsidiary or of any
     substantial part of their properties, or the making by the Parent
     Guarantor, the Company or any Significant Subsidiary of the Company or any
     group of Subsidiaries that, taken as a whole, would constitute a
     Significant Subsidiary of an assignment for the benefit of creditors, or
     the admission by the Parent Guarantor, the Company or any Significant
     Subsidiary of the Company or any group of Subsidiaries that, taken as a
     whole, would constitute a Significant Subsidiary in writing of their
     inability to pay its debts generally as they become due, or the taking of
     corporate action by the Parent Guarantor, the Company or any Significant
     Subsidiary of the Company or any group of Subsidiaries that, taken as a
     whole, would constitute a Significant Subsidiary expressly in furtherance
     of any such action; or

          (f) a Guarantee of a Security of that Series (other than in accordance
     with the terms of the Guarantee) shall be held in any judicial proceeding
     to be unenforceable or invalid.

     SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default described in Section 5.01 (other than in clause (e)
with respect to the Company or the Parent Guarantor) or established pursuant to
Section 3.01 with respect to Securities of any series at the time Outstanding
occurs and is continuing, then and in each and every such case, unless the
principal of all the Securities of such series shall have already become due and
payable, either the Trustee or the Holders of not less than 25 percent in
aggregate principal amount of the Securities of such series then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by
Holders), may declare the principal amount (or, if the Securities of that series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of that series) of all the Securities of such
series plus accrued and unpaid interest to be due and payable immediately, and
upon any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Securities of such series
contained to the contrary notwithstanding. If an Event of Default described in
clause (e) in respect of the Parent Guarantor or the Company occurs and is
continuing, then and in each and every such case, unless the principal of all
the Securities shall have already become due and payable, the principal amount
of all the Securities of each series then Outstanding hereunder (or, if any
Securities are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms thereof) plus any accrued and unpaid
interest shall become immediately due and payable. The foregoing provisions are,
however, subject to the condition that if, at any time after the principal
amount (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the

                                                                              24

principal amounts as may be specified in the terms of that series) of the
Securities of any series (or of all the Securities, as the case may be) shall
have been declared or become due and payable, and before any judgment or decree
for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Securities of such series (or of all the Securities, as the case may be) and the
principal of and premium, if any, on any and all Securities of such series (or
of all the Securities, as the case may be) which shall have become due otherwise
than by acceleration (with interest on overdue installments of interest, to the
extent that payment of such interest is enforceable under applicable law, and on
such principal and premium, if any, at the rate of interest or Yield to Maturity
(in the case of Original Issue Discount Securities) borne by the Securities of
such series (or at the rates of interest or Yields to Maturity of all the
Securities, as the case may be), to the date of such payment or deposit) and the
reasonable expenses of the Trustee, and any and all defaults under this
Indenture, other than the nonpayment of principal of or premium, if any, or
accrued interest on Securities of such series (or of all the Securities, as the
case may be) which shall have become due by acceleration, shall have been cured
or waived pursuant to Section 5.08, then and in every such case the Holders of a
majority in aggregate principal amount of the Securities of such series (or of
all the Securities, as the case may be) then Outstanding, by written notice to
the Company and to the Trustee, may waive all defaults with respect to that
series (or with respect to all Securities, as the case may be) and rescind and
annul such declaration and its consequences; but no such waiver or rescission
and annulment shall extend to or shall affect any subsequent default, or shall
impair any right consequent thereon.

     In case the Trustee or any Holder shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee or to such Holder, then and
in every such case the Company and the Trustee and the Holders shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company and the Trustee and the Holders shall
continue as though no such proceeding had been taken.

     SECTION 5.03. Payment of Securities on Default; Suit Therefor.

     The Company covenants that (a) in case default shall be made in the payment
of any installment of interest upon any of the Securities of any series as and
when the same shall become due and payable, and such default shall have
continued for a period of 30 days, or (b) in case default shall be made in the
payment of the principal of and premium, if any, on any of the Securities of any
series as and when the same shall become due and payable, whether at maturity of
the Securities of that series or upon redemption or by declaration, repayment or
otherwise, then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the Holders of the Securities of that series, the
whole amount that then shall have become due and payable on all such Securities
of that series for principal and premium, if any, or interest, or both, as the
case may be, with interest upon the overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) upon the overdue
installments of interest at the rate or Yield to Maturity (in the case of
Original Issue Discount Securities) borne by the Securities of that series; and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including reasonable compensation to the
Trustee, its

                                                                              25

agents, attorneys and counsel, and any expenses or liabilities incurred by the
Trustee hereunder other than through its negligence or bad faith.

     In case the Company shall fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor upon such
Securities and collect in the manner provided by law out of the property of the
Company or any other obligor upon such Securities wherever situated the moneys
adjudged or decreed to be payable.

     In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on the Securities of any
series under any applicable bankruptcy, insolvency or similar law, or in case a
receiver or trustee shall have been appointed for the property of the Company or
such other obligor, or in the case of any other similar judicial proceedings
relative to the Company or other obligor upon the Securities of any series, or
to the creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of the Securities of any series shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section 5.03 shall be entitled and empowered, by intervention
in such proceedings or otherwise, to file and prove a claim or claims for the
whole amount of principal (and premium, if any) and interest (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) owing
and unpaid in respect of the Securities of any series and, in case of any
judicial proceedings, to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee and
of the Holders allowed in such judicial proceedings relative to the Company or
any other obligor on the Securities of any series, its or their creditors, or
its or their property, and to collect and receive any moneys or other property
payable or deliverable on any such claims, and to distribute the same after the
deduction of its charges and expenses; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the Holders to make
such payments to the Trustee, and, in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Trustee
any amount due it for compensation and expenses, including counsel fees and
expenses incurred by it up to the date of such distribution. To the extent that
such payment of reasonable compensation, expenses and counsel fees and expenses
out of the estate in any such proceedings shall be denied for any reason,
payment of the same shall be secured by a lien on, and shall be paid out of, any
and all distributions, dividends, moneys, securities and other property which
the Holders of the Securities of any series may be entitled to receive in such
proceedings, whether in liquidation or under any plan of reorganization or
arrangement or otherwise.

     All rights of action and of asserting claims under this Indenture, or under
any of the Securities, may be enforced by the Trustee without the possession of
any of the Securities, or the production thereof on any trial or other
proceeding relative thereto, and any such suit or proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall be for the ratable benefit of the Holders of all the
Securities in respect of which such action was taken.


                                                                              26

     SECTION 5.04. Application of Moneys Collected by Trustee. Any moneys
collected by the Trustee under this Article Five shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the several Securities in respect of which
moneys have been collected, and stamping thereon the payment, if only partially
paid, and upon surrender thereof if fully paid:

          FIRST: To the payment of costs and expenses of collection and
     reasonable compensation to the Trustee, its agents, attorneys and counsel,
     and of all other expenses and liabilities incurred, and all advances made,
     by the Trustee except as a result of its negligence or bad faith;

          SECOND: In case the principal of the Outstanding Securities in respect
     of which such moneys have been collected shall not have become due and be
     unpaid, to the payment of interest on the Securities of that series, in the
     order of the maturity of the installments of such interest, with interest
     (to the extent that such interest has been collected by the Trustee) upon
     the overdue installments of interest at the rate or Yield to Maturity (in
     the case of Original Issue Discount Securities) borne by the Securities of
     that series, such payments to be made ratably to the persons entitled
     thereto;

          THIRD: In case the principal of the Outstanding Securities in respect
     of which such moneys have been collected shall have become due, by
     declaration or otherwise, to the payment of the whole amount then owing and
     unpaid upon the Securities of that series for principal and premium, if
     any, and interest, with interest on the overdue principal and premium, if
     any, and (to the extent that such interest has been collected by the
     Trustee) upon overdue installments of interest at the rate or Yield to
     Maturity (in the case of Original Issue Discount Securities) borne by the
     Securities of that series; and in case such moneys shall be insufficient to
     pay in full the whole amounts so due and unpaid upon the Securities of that
     series, then to the payment of such principal and premium, if any, and
     interest without preference or priority of principal and premium, if any,
     over interest, or of interest over principal and premium, if any, or of any
     installment of interest over any other installment of interest, or of any
     Security of that series over any other Security of that series, ratably to
     the aggregate of such principal and premium, if any, and accrued and unpaid
     interest; and

          FOURTH: Any surplus then remaining shall be paid to the Company, its
     successors or assigns, or to whomsoever may be entitled to receive the
     same.

     SECTION 5.05. Proceedings by Holders. No Holder of any Security of any
series shall have any right by virtue of or by availing of any provision of this
Indenture to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Indenture or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless such Holder previously
shall have given to the Trustee written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of not less than
25 percent in aggregate principal amount of the Securities of that series then
Outstanding shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such indemnity reasonably satisfactory to the Trustee as
it may require against the costs, expenses and liabilities to be incurred
therein or thereby, and the Trustee for 60 days after its receipt of such
notice, request and offer of


                                                                              27

indemnity, shall have neglected or refused to institute any such action, suit or
proceeding and during such 60-day period, no direction inconsistent with such
written request has been given to the Trustee by the Holders of a majority in
aggregate principal amount of the Securities of that series then Outstanding (or
such amount as shall have acted at a meeting pursuant to the provisions of this
Indenture), it being understood and intended, and being expressly covenanted by
the taker and Holder of every Security with every other taker and Holder and the
Trustee, that no one or more Holders shall have any right in any manner whatever
by virtue of or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any other Holder, or to obtain or seek to
obtain priority over or preference to any other such Holder, or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all such Holders.

     Notwithstanding any other provisions in this Indenture, however, the right
of any Holder of any Security to receive payment of the principal of and
premium, if any, and interest on such Security, on or after the respective due
dates expressed in such Security, or to institute suit for the enforcement of
any such payment on or after such respective dates shall not be impaired or
affected without the written consent of such Holder.

     SECTION 5.06. Proceedings by Trustee. In case of an Event of Default
hereunder the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem necessary to protect and enforce any of such rights,
either by suit in equity or by action at law or by proceeding in bankruptcy or
otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in
this Indenture, or to enforce any other legal or equitable right vested in the
Trustee by this Indenture or by law.

     SECTION 5.07. Remedies Cumulative and Continuing. All powers and remedies
given by this Article Five to the Trustee or to the Holders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any thereof or of
any other powers and remedies available to the Trustee or the Holders, by
judicial proceedings or otherwise, to enforce the performance or observance of
the covenants and agreements contained in this Indenture, and no delay or
omission of the Trustee or of any Holder to exercise any right or power accruing
upon any default occurring and continuing as aforesaid shall impair any such
right or power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 5.05, every
power and remedy given by this Article Five or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Holders.

     SECTION 5.08. Direction of Proceedings and Waiver of Defaults by Majority
of Holders. The Holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding shall have the right to direct
the time, method, and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to the Securities of such series; provided, however, that
(subject to the provisions of Section 6.01) the Trustee shall have the right to
decline to follow any such direction if the Trustee, being advised by counsel,
determines that the action or proceeding so directed may not lawfully be taken
or if the Trustee in good faith shall determine that the action or proceedings
so directed would involve the Trustee in personal liability. Subject to Section
5.02, the Holders of a majority in aggregate principal amount of the Securities
of that

                                                                              28

series at the time Outstanding may on behalf of the Holders of all of the
Securities of that series waive any past default or Event of Default described
in Section 5.01, or any other Event of Default for such series specified in the
terms thereof as contemplated by Section 3.01, and its consequences except a
default in the payment of interest, or premium, if any, on, or the principal of
any of the Securities or a default which, under Section 9.02, cannot be modified
or amended without the consent of each Holder of each Security affected by such
waiver. Upon any such waiver the Company, the Trustee and the Holders of the
Securities of that series shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.
Whenever any default or Event of Default hereunder shall have been waived as
permitted by this Section 5.08, said default or Event of Default shall for all
purposes of the Securities of that series and this Indenture be deemed to have
been cured and to be not continuing.

     SECTION 5.09. Undertaking to Pay Costs. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section 5.09
shall not apply to any suit instituted by the Trustee, to any suit instituted by
any Holder of the Securities of any series or group of such Holders, holding in
the aggregate more than ten percent in principal amount of the Outstanding
Securities of that series or to any suit instituted by any Holder for the
enforcement of the payment of the principal of or premium, if any, or interest
on any Security against the Company on or after the due date expressed in such
Security.

                                  ARTICLE SIX

                                   THE TRUSTEE

     SECTION 6.01. Certain Duties and Responsibilities.

     (a) Except during the continuance of an Event of Default,

          (1) the Trustee undertakes to perform such duties, and only such
     duties, as are specifically set forth in this Indenture or the Trust
     Indenture Act, and no implied covenants or obligations shall be read into
     this Indenture against the Trustee; and

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

                                                                              29

     (b) In case an Event of Default actually known to a Responsible Officer of
the Trustee with respect to the Securities of a series has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture with respect to such series, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

     (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that

          (1) this Subsection shall not be construed to limit the effect of
     Subsection (a) of this Section;

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

          (3) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Holders pursuant to Section 5.08 relating to the time, method and
     place of conducting any proceeding for any remedy available to the Trustee,
     or exercising any trust or power conferred upon the Trustee, under this
     Indenture; and

          (4) no provision of this Indenture shall require the Trustee to expend
     or risk its own funds or otherwise incur any financial liability in the
     performance of any of its duties hereunder, or in the exercise of any of
     its rights or powers.

     (d) The Trustee shall not be obligated to pay interest on any money or
other assets received by it unless otherwise agreed with the Company. Assets
held in trust by the Trustee need not be segregated from other funds except to
the extent required by law.

     (e) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

     SECTION 6.02. Notice of Defaults.

     Within 90 days after the occurrence of any default with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of that Series, as their names and addresses appear in the Security
Register, notice of all defaults with respect to that Series actually known to a
Responsible Officer of the Trustee, unless such defaults shall have been cured
or waived before the giving of such notice; provided, however, that, except in
the case of a default in the payment of the principal of or premium, if any, or
interest on any of the Securities of such series or in the making of any sinking
fund payment with respect to such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders. For the purpose of this Section, the term " default"
means any event which is, or after notice or lapse of time or both would become,
an Event of Default.


                                                                              30

     SECTION 6.03. Certain Rights of Trustee.

     Except as otherwise provided in Section 6.01:

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

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

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

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

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

          (f) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture or other paper or document, but the Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit, and, if the Trustee shall determine to make
     such further inquiry or investigation, it shall be entitled to examine the
     books, records and premises of the Company, personally or by agent or
     attorney at the expense of the Company and shall incur no liability of any
     kind by reason of such inquiry or investigation;

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

          (h) the Trustee shall not be deemed to have notice of any Default or
     Event of Default unless a Responsible Officer of the Trustee has actual
     knowledge thereof or unless written notice of any event which is in fact
     such a default is received by the

                                                                              31

     Trustee pursuant to Section 1.05, and such notice references the
     Securities and this Indenture; and

          (i) the rights, privileges, protections, immunities and benefits given
     to the Trustee, including, without limitation, its right to be indemnified,
     are extended to, and shall be enforceable by, the Trustee in each of its
     capacities hereunder, and each agent, custodian and other Person employed
     to act hereunder.

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

     SECTION 6.04. Not Responsible for Recitals or Issuance of Securities.

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

     SECTION 6.05. May Hold Securities.

     The Trustee, any Paying Agent, Security Registrar, Authenticating Agent or
any other agent of the Company or of the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.08 and 6.13, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Paying Agent, Security Registrar, Authenticating
Agent or such other agent.

     SECTION 6.06. Money Held in Trust.

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

     SECTION 6.07. Compensation and Reimbursement.

     The Company agrees

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

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

                                                                              32

     compensation and the expenses and disbursements of its agents and
     counsel), except any such expense, disbursement or advance as shall be
     determined by a court of competent jurisdiction to have been caused by its
     own negligence or willful misconduct; and

          (3) to fully indemnify the Trustee, any predecessor Trustee and their
     agents for, and to hold them harmless against, any and all loss, liability,
     claim, damage, taxes (other than taxes based upon the income of the
     Trustee) or expense (including legal fees and expenses) incurred without
     negligence or willful misconduct on their part, arising out of or in
     connection with the acceptance or administration of this trust, including
     the costs and expenses of defending themselves against any claim (whether
     asserted by the Company, or any Holder or any other Person) or liability in
     connection with the exercise or performance of any of their powers or
     duties hereunder.

     As security for the performance of the obligations of the Company under
this Section the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of (or premium, if any) or interest on
Securities.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.01(e), the expenses (including the
reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable Federal or state bankruptcy, insolvency or other similar law.

     The provisions of this Section shall survive the termination of this
Indenture and the resignation or removal of the Trustee.

     SECTION 6.08. Disqualification; Conflicting Interests.

     The Trustee for the Securities shall be subject to the provisions of
Section 310(b) of the Trust Indenture Act during the period of time required
thereby. Nothing herein shall prevent the Trustee from filing with the
Commission the application referred to in the penultimate paragraph of Section
310(b) of the Trust Indenture Act. In determining whether the Trustee has a
conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded Securities
of any particular series of Securities other than that series.

     SECTION 6.09. Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be

          (1) a corporation organized and doing business under the laws of the
     United States of America, any state thereof, or the District of Columbia,
     authorized under such laws to exercise corporate trust powers, and subject
     to supervision or examination by Federal or State authority, or

          (2) a corporation or other Person organized and doing business under
     the laws of a foreign government that is permitted to act as a Trustee
     pursuant to a rule, regulation, or other order of the Commission,
     authorized under such laws to exercise corporate trust

                                                                              33

     powers, and subject to supervision or examination by authority of such
     foreign government or a political subdivision thereof substantially
     equivalent to supervision or examination applicable to United States
     institutional trustee,

having a combined capital and surplus of at least $50,000,000 and having its
Corporate Trust Office in the Borough of Manhattan, the City of New York, or
such other city as contemplated by Section 3.01 with respect to any series of
Securities. If such corporation publishes reports of condition at least
annually, pursuant to law or to requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.
Neither the Company nor any Person directly or indirectly controlling,
controlled by, or under the common control with the Company shall serve as
Trustee for the Securities. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereunder specified in this
Article.

     SECTION 6.10. Resignation and Removal; Appointment of Successor.

     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

     (b) The Trustee may resign at any time with respect to one or more or all
series of Securities by giving written notice thereof to the Company. If an
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

     (c) The Holders of a majority in aggregate principal amount of the
Securities of one or more series (each series voting as a class) or all series
at the time Outstanding may at any time remove the Trustee with respect to the
applicable series or all series, as the case may be, and by written notice of
such action to the Company, the Trustee and the successor Trustee, nominate with
respect to the applicable series or all series, as the case may be, a successor
Trustee which shall be deemed appointed as successor Trustee with respect to the
applicable series unless within ten days after such nomination the Company
objects thereto, in which case the Trustee so removed or any Holder of
Securities of the applicable series who has been a bona fide holder of a
Security or the applicable series for at least six months may, subject to the
provisions of Section 5.09 on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to such series.

     (d) If at any time:

          (1) the Trustee shall fail to comply with Section 310(b) of the Trust
     Indenture Act pursuant to Section 6.08 hereof after written request
     therefor by the Company or by any Holder who has been a bona fide Holder of
     a Security for at least six months, unless the Trustee's duty to resign is
     stayed in accordance with the provisions of Section 310(b) of the Trust
     Indenture Act, or

                                                                              34

          (2) the Trustee shall cease to be eligible under Section 6.09 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder, or

          (3) the Trustee shall become incapable of acting, or a decree or order
     for relief by a court having jurisdiction in the premises shall have been
     entered in respect of the Trustee in an involuntary case under the Federal
     bankruptcy laws, as now or hereafter constituted, or any other applicable
     Federal or State, bankruptcy, insolvency or similar law; or a decree or
     order by a court having jurisdiction in the premises for the appointment of
     a receiver or custodian or liquidator or trustee or assignee in bankruptcy
     or insolvency of the Trustee or of its property, or for the winding up of
     its affairs shall have been entered, or

          (4) the Trustee shall commence a voluntary case under the Federal
     bankruptcy laws, as now or hereafter constituted, or any other applicable
     Federal or State bankruptcy, insolvency or similar law, or shall consent to
     the appointment of a receiver or custodian or liquidator or trustee or
     assignee in bankruptcy or insolvency of it or of its property, or shall
     make an assignment for the benefit of creditors, or shall fail generally to
     pay its debts as they become due, or corporate action shall be taken by the
     Trustee in furtherance of any such action,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 5.09, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee to the vacated office. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to the Securities
of such series and supersede the successor Trustee appointed by the Company. If
no successor Trustee shall have been so appointed by the Company or the Holders
and accepted appointment in the manner hereinafter provided, any Holder who has
been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

     SECTION 6.11. Acceptance of Appointment by Successor.

                                                                              35

     Every successor Trustee appointed hereunder shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its lien, if any, provided for in
Section 6.07. Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts.

     In case of the appointment hereunder of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Company, the predecessor
Trustee and each successor Trustee with respect to the Securities of any
applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor Trustee,
and shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such trustees, co-trustees of
the same trust and that each trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such trustee.

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

     SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business.

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

     SECTION 6.13. Preferential Collection of Claims Against Company.

     (a) Subject to Subsection (b) of this Section, if the Trustee shall be or
shall become a creditor, directly or indirectly, secured or unsecured, of the
Company within three months prior to a default, as defined in Subsection (c) of
this Section, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special


                                                                              36

account for the benefit of the Trustee individually, the Holders of the
Securities and the holders of other indenture securities, as defined in
Subsection (c) of this Section:

          (1) an amount equal to any and all reductions in the amount due and
     owing upon any claim as such creditor in respect of principal or interest,
     effected after the beginning of such three-month period and valid as
     against the Company and its other creditors, except any such reduction
     resulting from the receipt or disposition of any property described in
     paragraph (2) of this Subsection, or from the exercise of any right of
     set-off which the Trustee could have exercised if a petition in bankruptcy
     had been filed by or against the Company upon the date of such default; and

          (2) all property received by the Trustee in respect of any claim as
     such creditor, either as security therefor, or in satisfaction or
     composition thereof, or otherwise, after the beginning of such three-month
     period, or an amount equal to the proceeds of any such property, if
     disposed of, subject, however, to the rights, if any, of the Company and
     its other creditors in such property or such proceeds.

     Nothing herein contained, however, shall affect the right of the Trustee

               (A) to retain for its own account (i) payments made on account of
          any such claim by any Person (other than the Company) who is liable
          thereon, and (ii) the proceeds of the bona fide sale of any such claim
          by the Trustee to a third Person, and (iii) distributions made in
          cash, securities or other property in respect of claims filed against
          the Company in bankruptcy or receivership or in proceedings for
          reorganization pursuant to the Federal bankruptcy laws, as now or
          hereafter constituted, or any other Federal or State bankruptcy,
          insolvency or similar law;

               (B) to realize, for its own account, upon any property held by it
          as security for any such claim, if such property was so held prior to
          the beginning of such three-month period;

               (C) to realize, for its own account, but only to the extent of
          the claim hereinafter or mentioned, upon any property held by it as
          security for any such claim, if such claim was created after the
          beginning of such three-month period and such property was received as
          security therefor simultaneously with the creation thereof, and if the
          Trustee shall sustain the burden of proving that at the time such
          property was so received the Trustee had no reasonable cause to
          believe that a default as defined in Subsection (c) of this Section
          would occur within three months; or

               (D) to receive payment on any claim referred to in paragraph (B)
          or (C), against the release of any property held as security for such
          claim as provided in paragraph (B) or (C), as the case may be, to the
          extent of the fair value of such property.

     For the purposes of paragraphs (B), (C) and (D), property substituted after
the beginning of such three-month period for property held as security at the
time of such substitution shall, to the extent of the fair value of the property
released, have the same status as the property released, and, to the extent that
any claim referred to in any of such paragraphs is created in renewal of or

                                                                              37

in substitution for or for the purpose of repaying or refunding any pre-existing
claim of the Trustee as such creditor, such claim shall have the same status as
such pre-existing claim.

     If the Trustee shall be required to account, the funds and property held in
such special account and the proceeds thereof shall be apportioned between the
Trustee, the Holders and the holders of other indenture securities in such
manner that the Trustee, the Holders and the holders of other indenture
securities realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or State bankruptcy, insolvency or similar law, the same percentage of
their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Company of the funds and
property in such special account and before crediting to the respective claims
of the Trustee and the Holders and the holders of other indenture securities
dividends on claims filed against the Company in bankruptcy or receivership or
in proceedings for reorganization pursuant to the Federal bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or similar law, but after crediting thereon receipts on
account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from funds and property so held in
such special account. As used in this paragraph, with respect to any claim, the
term "dividends" shall include any distribution with respect to such claim, in
bankruptcy or receivership or proceedings for reorganization pursuant to the
Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or State bankruptcy, insolvency or similar law, whether such
distribution is made in cash, securities, or other property, but shall not
include any such distribution with respect to the secured portion, if any, of
such claim. The court in which such bankruptcy, receivership or proceedings for
reorganization is pending shall have jurisdiction (i) to apportion between the
Trustee and the Holders and the holders of other indenture securities, in
accordance with the provisions of this paragraph, the funds and property held in
such special account and proceeds thereof, or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of this paragraph
due consideration in determining the fairness of the distributions to be made to
the Trustee and the Holders and the holders of other indenture securities with
respect to their respective claims, in which event it shall not be necessary to
liquidate or to appraise the value of any securities or other property held in
such special account or as security for any such claim, or to make a specific
allocation of such distributions as between the secured and unsecured portions
of such claims, or otherwise to apply the provision of this paragraph as a
mathematical formula.

     Any Trustee which has resigned or been removed after the beginning of such
three-month period shall be subject to the provisions of this Subsection as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such three-month period, it shall be
subject to the provisions of this Subsection if and only if the following
conditions exist:

                    (i) the receipt of property or reduction of claim, which
               would have given rise to the obligation to account, if such
               Trustee had continued as Trustee, occurred after the beginning of
               such three-months period; and

                    (ii) such receipt of property or reduction of claim occurred
               within three months after such resignation or removal.

                                                                              38

     (b) There shall be excluded from the operation of Subsection (a) of this
Section a creditor relationship arising from

          (1) the ownership or acquisition of securities issued under any
     indenture, or any securities or securities having a maturity of one year or
     more at the time of acquisition by the Trustee;

          (2) advances authorized by a receivership or bankruptcy court of
     competent jurisdiction, or by this Indenture, for the purpose of preserving
     any property which shall at any time be subject to the lien of this
     Indenture or of discharging tax liens or other prior liens or encumbrances
     thereon, if notice of such advances and of the circumstances surrounding
     the making thereof is given to the Holders at the time and in the manner
     provided in this Indenture;

          (3) disbursements made in the ordinary course of business in the
     capacity of trustee under an indenture, transfer agent, registrar,
     custodian, paying agent, fiscal agent or depositary, or other similar
     capacity;

          (4) an indebtedness created as a result of services rendered or
     premises rented; or an indebtedness created as a result of goods or
     securities sold in a cash transaction as defined in Subsection (c) of this
     Section;

          (5) the ownership of stock or of other securities of a corporation
     organized under the provisions of Section 25(a) of the Federal Reserve Act,
     as amended, which is directly or indirectly a creditor of the Company or an
     obligor under the Securities; or

          (6) the acquisition, ownership, acceptance or negotiation of any
     drafts, bills of exchange, acceptances or obligations which fall within the
     classification of self-liquidating paper as defined in Subsection (c) of
     this Section.

     (c) For the purpose of this Section only:

          (1) The term "default" means any failure to make payment in full of
     the principal of or interest on any of the Securities or upon the other
     indenture securities when and as such principal or interest becomes due and
     payable.

          (2) The term "other indenture securities" means securities upon which
     the Company is an obligor outstanding under any other indenture (i) under
     which the Trustee is also trustee, (ii) which contains provisions
     substantially similar to the provisions of this Section, and (iii) under
     which a default exists at the time of the apportionment of the funds and
     property held in such special account.

          (3) The term "cash transaction" means any transaction in which full
     payment for goods or securities sold is made within seven days after
     delivery of the goods or securities in currency or in checks or other
     orders drawn upon banks or bankers and payable upon demand.

          (4) The term "self-liquidating paper" means any draft, bill of
     exchange, acceptance or obligation which is made, drawn, negotiated or
     incurred by the Company

                                                                              39

     for the purpose of financing the purchase, processing, manufacturing,
     shipment, storage or sale of goods, wares or merchandise and which is
     secured by documents evidencing title to, possession of, or a lien upon,
     the goods, wares or merchandise or the receivables or proceeds arising from
     the sale of the goods, wares or merchandise previously constituting the
     security, provided the security is received by the Trustee simultaneously
     with the creation of the creditor relationship with the Company arising
     from the making, drawing, negotiating or incurring of the draft, bill of
     exchange, acceptance or obligation.

          (5) The term "Company" means any obligor upon the Securities.

     SECTION 6.14. Appointment of Authenticating Agent.

     At any time when any of the Securities remain Outstanding the Trustee may
appoint an Authenticating Agent or Agents which shall be authorized to act on
behalf of the Trustee to authenticate Securities issued upon exchange, transfer
or partial redemption thereof or pursuant to Section 3.06, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a bank or trust company or corporation organized and doing business and
in good standing under the laws of the United States of America, or of any
State, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $1,500,000 and subject to
supervision or examination by Federal or State authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. In
case at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

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

     An Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail notice of such
appointment to all Holders, as their

                                                                              40

names and addresses appear on the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent herein. No
successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

     If an appointment is made pursuant to this Section, the Securities shall
have endorsed thereon, in addition to the Trustee's Certificate, an alternate
Trustee's Certificate in the following form:

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

                                          The Bank of New York,
                                                    as Trustee

                                          By____________________________________
                                                    Authenticating Agent

                                          By____________________________________
                                                    Authorized Signatory


                                          Dated:  ______________________________

                                 ARTICLE SEVEN

                HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders.

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

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

          (b) at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Company of any such request, a list of
     similar form and content as of a date not more than 15 days prior to the
     time such list is furnished,

                                                                              41

excluding from any such list names and addresses received by the Trustee in the
capacity of Security Registrar if the Trustee is then acting in such capacity.

     SECTION 7.02. Preservation of Information: Communications to Holders.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in the capacity of Security
Registrar if the Trustee is then acting in such capacity. The Trustee may
destroy any list furnished to it as provided in Section 7.01 upon receipt of a
new list so furnished.

     (b) If three or more Holders (hereinafter referred to as "applicants")
apply in writing to the Trustee, and furnish to the Trustee reasonable proof
that each such applicant has owned a Security for a period of at least six
months preceding the date of such application, and such application states that
the applicants desire to communicate with other Holders with respect to their
rights under this Indenture or under the Securities and is accompanied by a copy
of the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five business days after the receipt of
such application, at its election, either

          (i) afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 7.02(a), or

          (ii) inform such applicants as to the approximate number of Holders
     whose names and addresses appear in the information preserved at the time
     by the Trustee in accordance with Section 7.02(a), and as to the
     approximate cost of mailing to such Holders the form of proxy or other
     communication, if any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appears in the information preserved
at the time by the Trustee in accordance with Section 7.02(a), a copy of the
form of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender, the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

                                                                              42

     (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any Authenticating Agent nor any Paying Agent nor any Security Registrar shall
be held accountable by reason of the disclosure of any such information as to
the names and addresses of the Holders in accordance with Section 7.02(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 7.02(b).

     SECTION 7.03. Reports by Trustee.

     (a) Within 60 days after ___________ of each year commencing with the year
200_, the Trustee shall transmit by mail to all Holders, as their names and
addresses appear in the Security Register, a brief report dated as of
___________ with respect to any of the following events which may have occurred
within the prior 12 months (but if no such event has occurred within such period
no report need be transmitted):

          (1) any change to its eligibility under Section 6.09 and its
     qualifications under Section 6.08;

          (2) the creation of any material change to a relationship specified in
     Section 310(b)(1) through Section 310(b)(10) of the Trust Indenture Act;

          (3) the character and amount of any advances (and if the Trustee
     elects so to state the circumstances surrounding the making thereof) made
     by the Trustee (as such) which remain unpaid on the date of such report,
     and for the reimbursement of which it claims or may claim a lien or charge,
     prior to that of the Securities, on any property or funds held or collected
     by it as Trustee, except that the Trustee shall not be required (but may
     elect) to report such advances if such advances so remaining unpaid
     aggregate not more than 1/2 of 1% of the principal amount of the
     Outstanding Securities on the date of such report;

          (4) any change to the amount, interest rate and maturity date of all
     other indebtedness owing by the Company (or by any other obligor on the
     Securities) to the Trustee in its individual capacity, on the date of such
     report, with a brief description of any property held as collateral
     security therefor, except an indebtedness based upon a creditor
     relationship arising in any manner described in Section 6.13(b)(2), (3),
     (4) or (6);

          (5) any change to the property and funds, if any, physically in the
     possession of the Trustee as such on the date of such report;

          (6) any additional issue of Securities which the Trustee has not
     previously reported; and

          (7) any action taken by the Trustee in the performance of its duties
     hereunder which it has not previously reported and which in its opinion
     materially affects the Securities, except action in respect of a default,
     notice of which has been or is to be withheld by the Trustee in accordance
     with Section 6.02.

                                                                              43

     (b) The Trustee shall transmit by mail to all Holders, as their names and
addresses appear in the Security Register, a brief report with respect to the
character and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant to Subsection (a) of this
Section (or if no such report has yet been so transmitted, since the date of
execution of this instrument) for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Securities, on property or funds
held or collected by it as Trustee, and which it has not previously reported
pursuant to this Subsection, except that the Trustee shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the Outstanding Securities at
such time, such report to be transmitted within 90 days after such time.

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

     SECTION 7.04. Reports by Company.

     The Company will

          (1) file with the Trustee, within 15 days after the Company files them
     with the Commission, copies of the annual reports and of the information,
     documents and other reports (or copies of such portions of any of the
     foregoing as the Commission may from time to time by rules and regulations
     prescribe) which the Company may be required to file with the Commission
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934; provided, however, that the Company shall not be required to deliver
     to the Trustee any materials for which the Company has sought and obtained
     confidential treatment from the Commission; or, if the Company is not
     required to file information, documents or reports pursuant to either of
     said Sections, then it will file with the Trustee and the Commission, in
     accordance with rules and regulations prescribed from time to time by the
     Commission, such of the supplementary and periodic information, documents
     and reports which may be required pursuant to Section 13 of the Securities
     Exchange Act of 1934 in respect of a security listed and registered on a
     National Securities Exchange as may be prescribed from time to time in such
     rules and regulations;

          (2) file with the Trustee and the Commission, in accordance with rules
     and regulations prescribed from time to time by the Commission, such
     additional information, documents and reports with respect to compliance by
     the Company with the conditions and covenants of this Indenture as may be
     required from time to time by such rules and regulations; and

          (3) transmit by mail to all Holders, as their names and addresses
     appear in the Security Registrar, within 30 days after the filing thereof
     with the Trustee, such summaries of any information, documents and reports
     required to be filed by the Company pursuant to paragraphs (1) and (2) of
     this Section as may be required by rules and regulations prescribed from
     time to time by the Commission.

                                                                              44

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

                                 ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, CONVEYANCE OR LEASE

     SECTION 8.01. Consolidations and Mergers of Company and the Parent
Guarantor and Conveyances Permitted Subject to Certain Conditions.

          Neither the Parent Guarantor nor the Company shall consolidate with or
merge with or into any other Person or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, and neither the Parent
Guarantor nor the Company shall permit any Person to consolidate with or merge
into the Parent Guarantor or the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Parent Guarantor or
the Company, unless:

          (1) in the event that the Parent Guarantor or the Company shall
     consolidate with or merge into another Person or convey, transfer or lease
     its properties and assets substantially as an entirety to any Person, the
     Person formed by such consolidation or into which the Parent Guarantor or
     the Company is merged or the Person which acquires by conveyance or
     transfer, or which leases, the properties and assets of the Parent
     Guarantor or the Company substantially as an entirety shall be a
     corporation organized and validly existing under the laws of the United
     States of America, any State thereof or the District of Columbia and, if
     the entity surviving such transaction or transferee entity is not the
     Parent Guarantor or the Company, then such surviving or transferee entity
     shall expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Trustee, in form satisfactory to the Trustee, the due and
     punctual payment of the principal of and premium, if any, and interest, if
     any, on all the Securities and the performance of every covenant of this
     Indenture on the part of the Parent Guarantor or the Company, as the case
     may be, to be performed or observed;

          (2) at the time of consummation of such transaction, no Event of
     Default, and no event which, after notice or lapse of time or both, would
     become an Event of Default, shall have happened and be continuing; and

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

     SECTION 8.02. Rights and Duties of Successor Corporation.

     Upon any consolidation or merger by the Parent Guarantor or the Company
with or into any other corporation or any conveyance, transfer or lease of the
properties and assets of the

                                                                              45

Parent Guarantor or the Company substantially as an entirety to any Person, in
accordance with Section 8.01, the successor corporation formed by such
consolidation or into which the Parent Guarantor or the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Parent Guarantor
or the Company under this Indenture with the same effect as if such successor
corporation had been named herein as the Company or the Parent Guarantor, as the
case may be, and thereafter, except in the case of a lease to another Person,
the predecessor corporation shall be relieved of all obligations and covenants
under this Indenture and the Securities.

     The successor corporation of the Company thereupon may cause to be signed,
and may issue either in its own name or in the name of the Company, any or all
of the Securities issuable hereunder which theretofore shall not have been
signed by the Company and delivered to the Trustee; and, upon the order of such
successor corporation, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which previously shall have been
signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor corporation thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof.

     In case of any such consolidation, merger, sale or conveyance such changes
in phraseology and form (but not in substance) may be made in the Securities
thereafter to be issued as may be appropriate.

     SECTION 8.03. Officers' Certificate and Opinion of Counsel.

     The Trustee, subject to the provisions of Section 6.01, shall be provided
with an Officers' Certificate and an Opinion of Counsel as conclusive evidence
that any such consolidation, merger, sale or conveyance, and any such
assumption, complies with the provisions of this Article Eight.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

     SECTION 9.01. Supplemental Indentures without Consent of Holders. The
Company, when authorized by a Board Resolution, the Parent Guarantor and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

          (a) to evidence the succession of another corporation to the Parent
     Guarantor or the Company, or successive successions, and the assumption by
     the successor corporation of the covenants, agreements and obligations of
     the Parent Guarantor or the Company hereunder and the Securities or the
     Guarantees, if any; or

                                                                              46

          (b) to convey, transfer, assign, mortgage or pledge to the Trustee as
     security for the Securities any property or assets which the Company or the
     Parent Guarantor may desire; or

          (c) to add to the covenants of the Company or the Parent Guarantor
     such further covenants, restrictions or conditions for the protection of
     the Holders of all or any series of Securities (and if such covenants are
     to be for the benefit of less than all series of Securities stating that
     such covenants are expressly being included solely for the benefit of such
     series) as the Board of Directors of the Company or the Parent Guarantor
     and the Trustee shall consider to be for the protection of the Holders of
     such Securities, and to make the occurrence, or the occurrence and
     continuance, of a default in any of such additional covenants, restrictions
     or conditions a default or an Event of Default permitting the enforcement
     of all or any of the several remedies provided in this Indenture as herein
     set forth; provided, however, that in respect of any such additional
     covenant, restriction or condition such supplemental indenture may provide
     for a particular period of grace after default (which period may be shorter
     or longer than that allowed in the case of other defaults) or may provide
     for an immediate enforcement upon such default or may limit the remedies
     available to the Trustee upon such default; or

          (d) to provide for the issuance under this Indenture of Securities in
     coupon form (including Securities registrable as to principal only) and to
     provide for exchangeability of such Securities with the Securities issued
     hereunder in fully registered form and to make all appropriate changes for
     such purpose; or

          (e) to establish the form or terms of Securities or the Guarantees, if
     any, of any series as permitted by Sections 2.01 and 3.01; or

          (f) to cure any ambiguity or to correct or supplement any provision
     contained herein or in any supplemental indenture which may be defective or
     inconsistent with any other provision contained herein or in any
     supplemental indenture, or to make such other provisions in regard to
     matters or questions arising under this Indenture which shall not adversely
     affect the interests of any Holder in any material respect; or

          (g) to evidence and provide for the acceptance of appointment
     hereunder by a successor trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one trustee, pursuant to the requirements
     of Section 6.11; or

          (h) to surrender any right or power herein conferred upon the Company
     and/or the Parent Guarantor; or

          (i) to comply with the requirements of the Commission in order to
     maintain the qualification of this Indenture under the Trust Indenture Act;
     or

          (j) to add or modify any other provisions with respect to matters or
     questions arising under this Indenture which the Company and the Trustee
     may deem necessary or desirable; provided, however, that such action
     pursuant to this clause (j) does not, in the good faith opinion of the
     Board of Directors of the Company (as evidenced by a Board

                                                                              47

     Resolution) and the Trustee, adversely affect the interests of any
     Holder of Securities in any material respect; or

          (k) to modify the covenants or Events of Default solely in respect of,
     or add new covenants or Events of Default that apply solely to, Securities
     not Outstanding on the date of such supplemental indenture; or

          (l) to provide for guarantees of the Securities of any series and/or
     to specify the ranking of the obligations of each Guarantor under its
     respective Guarantee.

     The Trustee is hereby authorized to join with the Parent Guarantor and the
Company in the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee shall not be obligated to, but may in its
discretion, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
9.01 may be executed by the Parent Guarantor, the Company and the Trustee
without the consent of the Holders of any of the Securities at the time
Outstanding, notwithstanding any of the provisions of Section 9.02.

     SECTION 9.02. Supplemental Indentures with Consent of Holders. With the
consent (evidenced as provided in Section 1.04) of the Holders of not less than
a majority in aggregate principal amount of the Outstanding Securities of each
series affected by such supplemental indenture (each series voting separately as
a class), the Company, when authorized by a Board Resolution, the Parent
Guarantor and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the
Securities of each such series; provided, however, that no such supplemental
indenture shall (i) change the Stated Maturity of any Security, or reduce the
rate or change the time of payment of interest thereon, or reduce the principal
amount thereof or any premium thereon, or make the principal thereof or interest
or premium thereon payable in any coin or currency other than that provided in
the Securities or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
Maturity thereof pursuant to Section 5.02 or the amount thereof provable in
bankruptcy pursuant to Section 5.03 or impair the right to institute suit for
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date), or adversely affect
the right of repayment, if any, at the option of the Holder without the consent
of the Holder of each Security so affected, (ii) reduce the aforesaid percentage
of Securities, the Holders of which are required to consent to any such
supplemental indenture, or the Holders of which are required for any waiver (of
compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture, (iii) modify
the obligation of the Parent Guarantor or the Company to maintain an office or
agency in the City of New York pursuant to Section 10.02, or (iv) release any
Guarantor from its obligations under its Guarantee (other than in accordance
with the terms thereof) without the consent of the Holder of


                                                                              48

each Security so affected. A supplemental indenture which changes or eliminates
any covenant or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of Securities,
or which modifies the rights of the Holders of Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect the
rights under this Indenture of the Holders of Securities of any other series.

     Upon the request of the Company and the Parent Guarantor, accompanied by a
Board Resolution authorizing the execution of any such supplemental indenture,
and upon the filing with the Trustee of evidence of the consent of Holders as
aforesaid, the Trustee shall join with the Company and the Parent Guarantor in
the execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.

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

     SECTION 9.03. Compliance with Trust Indenture Act; Effect of Supplemental
Indentures. Any supplemental indenture executed pursuant to the provisions of
this Article Nine shall comply with the Trust Indenture Act of 1939, as then in
effect. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article Nine, this Indenture shall be deemed to be modified
and amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company, the Parent Guarantor and the Holders shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

     SECTION 9.04. Notation on Securities. Securities authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article Nine may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee and delivered in exchange for the Securities of
such series then Outstanding.

     SECTION 9.05. Evidence of Compliance of Supplemental Indenture to be
Furnished Trustee.

     The Trustee, subject to the provisions of Section 6.01, shall be provided
with an Officers' Certificate and an Opinion of Counsel as conclusive evidence
that any supplemental indenture executed pursuant hereto complies with the
requirements of this Article Nine.

                                                                              49

                                  ARTICLE TEN

                                    COVENANTS

     SECTION 10.01. Payment of Principal and Interest.

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

     SECTION 10.02. Maintenance of Office or Agency.

     The Parent Guarantor and the Company shall maintain in the Borough of
Manhattan, The City of New York, an office or agency where Securities may be
presented or surrendered for payment and an office or agency where Securities
may be surrendered for transfer or exchange and where notices and demands to or
upon the Parent Guarantor or the Company in respect of the Securities and this
Indenture may be served. The Corporate Trust Office of the Trustee shall be such
office of the Parent Guarantor and the Company in The City of New York, and the
Trustee shall be the agent of the Parent Guarantor and the Company for all of
the foregoing purposes, unless the Parent Guarantor or the Company shall
designate and maintain some other office or agency for such purposes and give
the Trustee written notice of the location thereof. The Parent Guarantor and the
Company will give prompt written notice to the Trustee of any change in the
location of any such office or agency. If at any time the Parent Guarantor or
the Company shall fail to maintain any such required office or agency in the
Borough of Manhattan, The City of New York, the Corporate Trust Office of the
Trustee shall be conclusively deemed to be the agency of the Parent Guarantor
and the Company for all such purposes.

     SECTION 10.03. Money for Security Payments to be Held in Trust.

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

     Whenever the Company shall have one or more Paying Agents it will, prior to
10:00 am on each due date of the principal of or interest on, any Securities,
deposit with a Paying Agent a sum sufficient to pay the principal or premium, if
any, or interest, so becoming due, such sum to be held in trust for the benefit
of the Persons entitled to such principal or premium, if any, or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

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

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

                                                                              50

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

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

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

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

     SECTION 10.04. Payment of Taxes and Other Claims.

     The Parent Guarantor and the Company will, and will cause any Significant
Subsidiary to, promptly pay and discharge or cause to be paid and discharged all
material taxes, assessments and governmental charges or levies lawfully imposed
upon it or upon its income or profits or upon any of its property, real or
personal, or upon any part thereof, as well as all material claims for labor,
materials and supplies which, if unpaid, might by law become a lien or charge
upon its property; provided, however, that neither the Parent Guarantor, the
Company nor any Significant Subsidiary shall be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge, levy, or claim
if the amount, applicability or validity thereof shall currently be contested in
good faith by appropriate proceedings and if the Parent Guarantor, the Company
or such Significant Subsidiary, as the case may be, shall have set aside on its
books reserves deemed by it adequate with respect thereto.

                                                                              51

     SECTION 10.05. Maintenance of Properties.

     Each of the Parent Guarantor and the Company will maintain and keep its
properties and every part thereof in such repair, working order and condition,
and make or cause to be made all such needful and proper repairs, renewals and
replacements thereto, as in the judgment of the Parent Guarantor or the Company,
as the case may be, are necessary in the interests of the Parent Guarantor or
the Company, as the case may be; provided, however, that nothing contained in
this Section shall prevent the Parent Guarantor or the Company from selling,
abandoning or otherwise disposing of any of its properties or discontinuing a
part of its business from time to time if, in the judgment of the Parent
Guarantor or the Company, such sale, abandonment, disposition or discontinuance
is advisable and does not materially adversely affect the interests or business
of the Parent Guarantor or the Company, as the case may be.

     SECTION 10.06. Statement as to Default.

     The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company (which as of the date hereof is December 31), an
Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company, they would normally have
knowledge of any failure by the Company to comply with all conditions, or any
Default by the Company with respect to any covenants, under this Indenture, and
further stating whether or not they have knowledge of any such failure or
Default and, if so, specifying each such failure or Default and the nature
thereof. In the event an Officer of the Company comes to have actual knowledge
of a Default, regardless of the date, the Company shall deliver an Officers'
Certificate to the Trustee specifying such Default and the nature and status
thereof.

     SECTION 10.07. Corporate Existence.

     Subject to Article Eight, each of the Parent Guarantor and the Company will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence, rights (charter and statutory) and
franchises; provided, however, that the Parent Guarantor and the Company shall
not be required to preserve any such right or franchise if the Parent Guarantor
and the Company determine that the preservation thereof is no longer desirable
in the conduct of the business of the Parent Guarantor and the Company, as the
case may be, and that the loss thereof is not disadvantageous in any material
respect to the Holders.

     SECTION 10.08. Waiver of Certain Covenants.

     The Parent Guarantor and the Company may omit in any particular instance to
comply with any covenant or condition set forth in Section 10.04, 10.05 and
10.07 or any covenant added for the benefit of any series of Securities as
contemplated by Section 3.01, if before or after the time for such compliance
the Holders of at least a majority in principal amount of the Securities of such
series at the time Outstanding shall, by Act of such Holders, waive such
compliance in such instance, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Parent Guarantor and the
Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect.

                                                                              52

     SECTION 10.09. Calculation of Original Issue Discount.

     The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.


     SECTION 10.10  Reports.

     (a)  The Company shall deliver to the Trustee within 15 days after it files
them with the Commission copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the
foregoing as the Commission may by rules and regulations prescribe) which the
Company is required to file with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act; provided, however, the Company shall not be required to
deliver to the Trustee any materials for which the Company has sought and
received confidential treatment by the Commission. The Company also shall comply
with the other provisions of Section 314(a) of the Trust Indenture Act.

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

     (c)  If at any time the Company is not subject to Section 13 or 15(d) of
the Exchange Act, upon the request of a Holder of a Security, the Company will
promptly furnish or cause to be furnished to such Holder or to a prospective
purchaser of such Security designated by such Holder, as the case may be, the
information, if any, required to be delivered by it pursuant to Rule 144A(d)(4)
under the Securities Act of 1933, as amended, to permit compliance with Rule
144A in connection with the resale of such Security.


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

     SECTION 11.01. Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

     SECTION 11.02. Notice of Redemption; Selection
of Securities. In case the
Company shall desire to exercise the right to redeem all, or, as the case may
be, any part of the Securities of any series in accordance with their terms, it
shall fix a date for redemption and shall mail or cause to be mailed a notice of
such redemption at least 30 and not more than 60 days prior to the date fixed
for redemption to the Holders of Securities of such series so to be redeemed as
a whole or in part at their last addresses as the same appear on the Security
Register. Such mailing shall be by first class mail. The notice if mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the Holder receives such notice. In any case, failure to give
such notice by mail or any defect in the notice to the Holder of any Security of
a series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security of such
series.

     Each such notice of redemption shall include CUSIP numbers and specify the
date fixed for redemption, the redemption price at which Securities of such
series are to be redeemed, the place or places of payment, that payment will be
made upon presentation and surrender of such Securities, that any interest
accrued to the date fixed for redemption will be paid as specified in said
notice, and that on and after said date any interest thereon or on the portions
thereof to be redeemed will cease to accrue. If less than all the Securities of
a series are to be redeemed the notice of redemption shall specify the numbers
of the Securities of that series to be redeemed. In case any Security of a
series is to be redeemed in part only, the notice of redemption shall state the
portion of the principal amount thereof to be redeemed and shall state that on
and after the date fixed for redemption, upon surrender of such Security, a new
Security or Securities of that series in principal amount equal to the
unredeemed potion thereof will be issued.

     Prior to 10:00 am on the redemption date specified in the notice of
redemption given as provided in this Section 11.02, the Company will deposit
with the Trustee or with one or more paying agents an amount of money sufficient
to redeem on the redemption date all the Securities or portions thereof so
called for redemption at the appropriate redemption price, together with accrued
interest to the date fixed for redemption.

     If all or less than all the Securities of a series are to be redeemed, the
Company will give the Trustee notice not less than 60 days prior to the
redemption date as to the aggregate principal amount of Securities to be
redeemed and the Trustee shall select, in such manner as in its sole

                                                                              53

discretion it shall deem appropriate, the Securities of that series or portions
thereof (in multiples of $1,000, except as otherwise set forth in the applicable
form of Security) to be redeemed.

     SECTION 11.03. Payment of Securities Called for Redemption. If notice of
redemption has been given as provided in Section 11.02 or Section 12.03, the
Securities or portions of Securities of the series with respect to which such
notice has been given shall become due and payable on the date and at the place
or places stated in such notice at the applicable redemption price, together
with any interest accrued to the date fixed for redemption, and on and after
said date (unless the Company shall default in the payment of such Securities at
the applicable redemption price, together with any interest accrued to said
date) any interest on the Securities or portions of Securities of any series so
called for redemption shall cease to accrue. On presentation and surrender of
such Securities at a place of payment in said notice specified, the said
Securities or the specified portions thereof shall be paid and redeemed by the
Company at the applicable redemption price, together with any interest accrued
thereon to the date fixed for redemption.

     Upon presentation of any Security redeemed in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder thereof, at
the expense of the Company, a new Security or Securities of such series, of
authorized denominations, in principal amount equal to the unredeemed portion of
the Security so presented.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

     SECTION 12.01. Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment".

     SECTION 12.02. Satisfaction of Mandatory Sinking Fund Payments with
Securities. In lieu of making all or any part of any mandatory sinking fund
payment with respect to any Securities of a series in cash, the Company may at
its option (a) deliver to the Trustee Securities of that series theretofore
purchased or otherwise acquired by the Company, or (b) receive credit for the
principal amount of Securities of that series which have been previously
delivered by the Trustee to the Company which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities; provided that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such mandatory sinking
fund payment shall be reduced accordingly.

                                                                              54

     SECTION 12.03. Redemption of Securities for Sinking Fund. Not less than 60
days prior to each sinking fund payment date for any series of Securities, the
Company will deliver to the Trustee a certificate signed by the Treasurer or any
Assistant Treasurer of the Company specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering or crediting
Securities of that series pursuant to Section 12.02 (which Securities will, if
not previously delivered, accompany such certificate) and whether the Company
intends to exercise its right to make a permitted optional sinking fund payment
with respect to such series. Such certificate shall also state that no Event of
Default has occurred and is continuing with respect to such series. Such
certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such certificate (or to deliver the Securities
specified in this paragraph), the sinking fund payment due on the next
succeeding sinking fund payment date for that series shall be paid entirely in
cash and shall be sufficient to redeem the principal amount of such Securities
subject to a mandatory sinking fund payment without the option to deliver or
credit Securities as provided in Section 12.02 and without the right to make any
optional sinking fund payment, if any, with respect to such series.

     Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made in cash
which shall equal or exceed $100,000 (or a lesser sum if the Company shall so
request) with respect to the Securities of any particular series shall be
applied by the Trustee on the sinking fund payment date on which such payment is
made (or, if such payment is made before a sinking fund payment date, on the
sinking fund payment date following the date of such payment) to the redemption
of such Securities at the Redemption Price specified in such Securities for
operation of the sinking fund together with accrued interest to the date fixed
for redemption. Any sinking fund moneys not so applied or allocated by the
Trustee to the redemption of Securities shall be added to the next cash sinking
fund payment received by the Trustee for such series and, together with such
payment, shall be applied in accordance with the provisions of this Section
12.03. Any and all sinking fund moneys with respect to the Securities of any
particular series held by the Trustee on the last sinking fund payment date with
respect to Securities of such series and not held for the payment or redemption
of particular Securities shall be applied by the Trustee, together with other
moneys, if necessary, to be deposited sufficient for the purpose, to the payment
of the principal of the Securities of that series at maturity.

     The Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in the last paragraph of Section 11.02
and the Company shall cause notice of the redemption thereof to be given in the
manner provided in Section 11.02 except that the notice of redemption shall also
state that the Securities are being redeemed by operation of the sinking fund.
Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Section 11.03.

     Prior to 10:00 am on each sinking fund payment date, the Company shall pay
to the Trustee in cash a sum equal to any interest accrued to the date fixed for
redemption of Securities or portions thereof to be redeemed on such sinking fund
payment date pursuant to this Section.

                                                                              55

     The Trustee shall not redeem any Securities of a series with sinking fund
moneys or mail any notice of redemption of such Securities by operation of the
sinking fund for such series during the continuance of a default in payment of
interest on such Securities or of any Event of Default (other than an Event of
Default occurring as a consequence of this paragraph) with respect to such
Securities, except that if the notice of redemption of any such Securities shall
theretofore have been mailed in accordance with the provisions hereof, the
Trustee shall redeem such Securities if cash sufficient for that purpose shall
be deposited with the Trustee for that purpose in accordance with the terms of
this Article. Except as aforesaid, any moneys in the sinking fund for such
series at the time when any such default or Event of Default shall occur and any
moneys thereafter paid into such sinking fund shall, during the continuance of
such default or Event of Default, be held as security for the payment of such
Securities; provided, however, that in case such Event of Default or default
shall have cured or waived as provided herein, such moneys shall thereafter be
applied on the next sinking fund payment date for such Securities on which such
moneys may be applied pursuant to the provisions of this Section.

                                ARTICLE THIRTEEN

                                HOLDERS' MEETINGS

     SECTION 13.01. Purposes of Meetings. A meeting of Holders of Securities of
any or all series may be called at any time and from time to time pursuant to
the provisions of this Article for any one or more of the following purposes.

          (1) to give any notice to the Company or to the Trustee, or to give
     any directions to the Trustee, or to consent to the waiving of any default
     hereunder and its consequences, or to take any other action authorized to
     be taken by Holders pursuant to any of the provisions of Article Five;

          (2) to remove the Trustee and appoint a successor trustee pursuant to
     the provisions of Article Six;

          (3) to consent to the execution of an indenture or indentures
     supplemental hereto pursuant to the provisions of Section 9.02; or

          (4) to take any other action authorized to be taken by or on behalf of
     the Holders of any specified aggregate principal amount of the Securities
     of any or all series, as the case may be, under any other provision of this
     Indenture or under applicable law.

     SECTION 13.02. Call of Meetings by Trustee. The Trustee may at any time
call a meeting of Holders of Securities of any or all series to take any action
specified in Section 13.01, to be held at such time and at such place in the
Borough of Manhattan, The City of New York, as the Trustee shall determine.
Notice of every meeting of the Holders of Securities of any or all series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be mailed not less than 20
nor more than 60 days prior to the date fixed for the meeting to Holders of
Securities of each series affected.

                                                                              56

     SECTION 13.03. Call of Meetings by Company or Holders.

     In case at any time the Company, pursuant to a Board Resolution, or the
Holders of not less than 10% in aggregate principal amount of the Outstanding
Securities of any series shall have requested the Trustee to call a meeting of
Holders of Securities of the series of which they hold not less than 10%, to
take any action authorized in Section 13.01, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed notice of such meeting within 20 days after
receipt of such request, then the Company or the Holders in the amount above
specified may determine the time and the place for such meeting and may call
such meeting to take any action authorized in Section 13.01 by mailing notice
thereof as provided in Section 13.02.

     SECTION 13.04. Qualifications for Voting.

     To be entitled to vote at any meeting of Holders, a Person shall be a
Holder at the close of business two Business Days prior to such meeting of one
or more Securities with respect to which such meeting is being held or be a
Person appointed by an instrument in writing as proxy by such a Holder. The only
Persons who will be entitled to be present or to speak at any meeting of Holders
shall be the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

     SECTION 13.05. Regulations.

     Notwithstanding any other provision of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of Holders,
in regard to the appointment of proxies, the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit. Except as otherwise permitted or
required by any such regulations, the holding of Securities shall be proved in
the manner specified in Section 1.04 and the appointment of any proxy shall be
proved in the manner specified in said Section 1.04; provided, however, that
such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
hereinbefore or in said Section 1.04 specified.

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or the Holders as provided in Section 13.03, in which case the Company
or the Holders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting may be elected by vote of the Holders of a majority in principal
amount of the Securities with respect to which such meeting is being held
represented at the meeting and entitled to vote.

     At any meeting each Holder or proxy shall be entitled to one vote for each
$1,000 principal amount of Securities with respect to which such meeting is
being held or represented by him and Outstanding (in the case of Original Issue
Discount Securities, such principal amount to be determined as provided in the
definition of "Outstanding"); provided, however, that no vote shall be cast or
counted at any meeting in respect of any Security challenged as not Outstanding
and ruled by the chairman of the meeting to be not Outstanding. The chairman of
the meeting shall have no right to vote other than by virtue of Securities held
by him or instruments in writing

                                                                              57

as aforesaid duly designating him as the Person to vote on behalf of other
Holders. Any meeting of Holders duly called pursuant to the provisions of
Section 13.02 or 13.03 may be adjourned from time to time by vote of the Holders
(or proxies for such Holders) of a majority of the Securities with respect to
which such meeting is being held represented at the meeting, and entitled to
vote, and the meeting may be held as so adjourned without further notice.

     Notwithstanding anything in this Section to the contrary, at any meeting of
Holders, the presence of Persons holding or representing Securities with respect
to which such meeting is being held in an aggregate principal amount sufficient
under the appropriate provision of this Indenture to take action on any business
for the transaction of which such meeting was called shall constitute a quorum,
but, if less than a quorum is present, the Persons holding or representing a
majority in aggregate principal amount of such Securities represented at the
meeting may adjourn such meeting with the same effect, for all intents and
purposes, as though a quorum had been present.

     SECTION 13.06. Voting.

     The vote upon any resolution submitted to any meeting of Holders of
Securities with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed the signature of such Holders or proxies
and the serial number or numbers and the principal amounts of the Securities
held or represented by them. The chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Holders shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more Persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was mailed as provided in Section 13.02. The record shall be signed and
verified by the affidavits of the chairman and secretary of the meeting and one
of the duplicates shall be delivered to the Company and the other to the Trustee
to be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting.

     Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

     SECTION 13.07. Revocation by Holders.

     At any time prior to (but not after) the evidencing to the Trustee, in the
manner provided in Section 1.04, of the taking of any action by the Holders of
the percentage in aggregate principal amount of the Securities specified in this
Indenture in connection with such action, any Person who is the Holder of a
Security the serial number of which is included in the Securities, the Holders
of which have consented to such action may, by filing written notice with the
Trustee at the Corporate Trust Office and upon proof of holding as provided in
Section 1.04, revoke such consent so far as concerns such Security, or if such
Security is a Predecessor Security, so far as concerns the portion of such
Security of which such Persons is the Holder. Except as aforesaid any such
consent given by the Holder of any Security shall be conclusive and binding upon
such Holder and upon all future Holders and owners of such Security and of any

                                                                              58

Security issued in exchange therefor or in lieu thereof, irrespective of whether
or not any notation in regard thereto is made upon such Security. Any action
taken by the Holders of the percentage in aggregate principal amount of the
Securities specified in this Indenture in connection with such action shall be
conclusively binding upon the Parent Guarantor, the Company, the Trustee and the
Holders of all the Securities.

     SECTION 13.08. No Delay.

     Nothing in this Article contained shall be deemed or construed to require
any delay in the exercise of any right or rights conferred upon or reserved to
the Trustee or to the Holders under any of the provisions of this Indenture or
of the Securities by reason of any call of a meeting of Holders or any rights
expressly or impliedly conferred hereunder to make such call.

     SECTION 13.09. Action by Holders. Whenever in this Indenture it is
provided that the Holders of a specified percentage in aggregate principal
amount of the Securities of any or all series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action) the fact that at the time of taking any such
action the Holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by such Holders in person or by agent or proxy appointed in writing, or
(b) by the record of such Holders voting in favor thereof at any meeting of such
Holders duly called and held in accordance with the provisions of this Article
Thirteen, or (c) by a combination of such instrument or instruments and any such
record of such a meeting of such Holders.

                                ARTICLE FOURTEEN

                                   DEFEASANCE



     SECTION 14.01. Applicability of Article. The provisions of this Article
shall be applicable to Securities of a series except as otherwise specified
pursuant to Section 3.01 for Securities of such series.

     SECTION 14.02. Defeasance Upon Deposit of Moneys or U.S. Government
Obligations. At the Company's option, either (a) the Company shall be deemed to
have been Discharged (as defined below) from its obligations with respect to
Securities of any series ("Legal Defeasance Option") or (b) the Company shall
cease to be under any obligation to comply with any term, provision or condition
set forth in Sections 8.01, 10.04 and 10.05 with respect to Securities of any
series (and, if so specified pursuant to Section 3.01, any other obligation of
the Company or restrictive covenant added for the benefit of such series
pursuant to Section 3.01) ("Covenant Defeasance Option") at any time after the
applicable conditions set forth below have been satisfied:

          (1) the Company shall have deposited or caused to be deposited
     irrevocably with the Trustee as trust funds in trust, specifically pledged
     as security for, and dedicated solely to, the benefit of the Holders of the
     Securities of such series (i) money in an amount, or (ii) U.S. Government
     Obligations (as defined below) which through the payment of interest and
     principal in respect thereof in accordance with their terms will

                                                                              59

     provide, not later than one day before the due date of any payment, money
     in an amount, or (iii) a combination of (i) and (ii), sufficient, in the
     opinion (with respect to (i) and (ii)) of a nationally recognized firm of
     independent public accountants expressed in a written certification thereof
     delivered to the Trustee, to pay and discharge each installment of
     principal (including any mandatory sinking fund payments) of and premium,
     if any, and interest on, the Outstanding Securities of such series on the
     dates such installments of interest or principal and premium are due;

          (2) such deposit shall not cause the Trustee with respect to the
     Securities of that series to have a conflicting interest as defined in
     Section 6.08 and for purposes of the Trust Indenture Act with respect to
     the Securities of any series;

          (3) such deposit will not result in a breach or violation of, or
     constitute a default under, this Indenture or any other agreement or
     instrument to which the Company is a party or by which it is bound;

          (4) no Event of Default or event (including such deposit) which, with
     notice or lapse of time or both, would become an Event of Default with
     respect to the Securities of such series shall have occurred and be
     continuing on the date of such deposit and, with respect to the legal
     defeasance option only, no Event of Default under Section 5.01(e) or event
     which with the giving of notice or lapse of time, or both, would become an
     Event of Default under Section 5.01(e) shall have occurred and be
     continuing on the 91st day after such date; and

          (5) the Company shall have delivered to the Trustee an Opinion of
     Counsel or a ruling from the Internal Revenue Service to the effect that
     the Holders of the Securities of such series will not recognize income,
     gain or loss for Federal income tax purposes as a result of such deposit,
     defeasance or Discharge.

     Notwithstanding the foregoing, if the Company exercises its covenant
defeasance option and an Event of Default under Section 5.01(e) or event which
with the giving of notice or lapse of time, or both, would become an Event of
Default under Section 5.01(e) shall have occurred and be continuing on the 91st
day after the date of such deposit, the obligations of the Company referred to
under the definition of covenant defeasance option with respect to such
Securities shall be reinstated.

     "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities of such series and to have satisfied all the obligations under this
Indenture relating to the Securities of such series (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of Holders of Securities of such series to receive,
from the trust fund described in clause (1) above, payment of the principal of
(and premium, if any) and interest on such Securities when such payments are
due, (B) the Company's obligations with respect to the Securities of such series
under Sections 3.05, 3.06, 3.07, 10.02 and 14.03 and to the Trustee under
Section 6.07 and (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder.

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     "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States for the payment of which its full faith and
credit is pledged, or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States, which, in either case under clauses (i) or (ii), are not callable
or redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government obligation held by such custodian for the
account of the holder of a depository receipt; provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of interest on or principal of the U.S. Government Obligation evidenced by such
depository receipt.

     SECTION 14.03. Deposited Moneys and U.S. Government Obligations to Be Held
in Trust. All moneys and U.S. Government Obligations deposited with the Trustee
pursuant to Section 14.02 in respect of Securities of a series shall be held in
trust and applied by it, in accordance with the provisions of such Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon for principal (and premium, if any) and interest, if any, but such money
need not be segregated from other funds except to the extent required by law.

     SECTION 14.04. Repayment to Company. Any money deposited with the Trustee
or any Paying Agent, or then held by the Company, in trust for the payment of
the principal of, premium or interest on any Security and remaining unclaimed
for two years after such principal, and premium, if any, or interest has become
due and payable shall be paid to the Company on its request or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured creditor, look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

                                ARTICLE FIFTEEN

                                   GUARANTEES

     SECTION 15.01. Guarantees. The Parent Guarantor hereby unconditionally
guarantees (the "Guarantee", and together with the other guarantees of the
Securities, if any, the "Guarantees"), jointly and severally with each other
Guarantor of the Securities of that series, if any, to each Holder of such
Securities authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this
Indenture, such Securities or the obligations of the Company hereunder or
thereunder, (i) the due

                                                                              61

and punctual payment of the principal of and any premium or interest on such
Securities, whether at Maturity or on an Interest Payment Date, by acceleration,
pursuant to an offer to purchase such Securities or otherwise, and interest on
the overdue principal of and interest, if any, on such Securities, if lawful,
and all other obligations of the Company to the Holders of such Securities or
the Trustee hereunder or thereunder shall be promptly paid in full, all in
accordance with the terms hereof and thereof including all amounts payable to
the Trustee under Section 6.07 hereof, and (ii) in case of any extension of time
of payment or renewal of any such Securities or any of such other obligations,
the same shall be promptly paid in full when due or to be performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise.

     If the Company fails to make any payment when due of any amount so
guaranteed for whatever reason, the Parent Guarantor of the Securities of that
series shall be obligated, jointly and severally with each other such Guarantor,
if any, to pay the same immediately. The Parent Guarantor hereby agrees that its
obligations hereunder shall be continuing, absolute and unconditional,
irrespective of, and shall be unaffected by, the validity, regularity or
enforceability of the Securities, this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Securities or the
Trustee with respect to any provisions hereof or thereof, the recovery of any
judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of such Guarantor. The Parent Guarantor hereby waives diligence,
presentment, demand of payment, demand of performance, filing of claims with a
court in the event of insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, the benefit of discussion,
protest, notice and all demand whatsoever and covenants that its Guarantee shall
not be discharged except by complete performance of the obligations contained in
the Securities guaranteed by such Guarantee, in this Indenture and in this
Article Fifteen. If any Holder of Securities of a series guaranteed hereby or
the Trustee is required by any court or otherwise to return to the Company or
the Parent Guarantor of such Securities, or any custodian, trustee, liquidator
or other similar official acting in relation to the Company or the Parent
Guarantor, any amount paid by the Company or the Parent Guarantor of such
Securities to the Trustee or such Holder, this Article Fifteen, to the extent
theretofore discharged with respect to the Guarantee of such Securities, shall
be reinstated in full force and effect. The Parent Guarantor agrees that it
shall not be entitled to any right of subrogation in relation to the Holders of
Securities of a series guaranteed hereby by the Parent Guarantor in respect of
any obligations guaranteed hereby by such Guarantee until payment in full of all
such obligations. The Parent Guarantor further agrees that, as between the
Parent Guarantor, on the one hand, and the Holders of Securities of a series
guaranteed hereby by the Parent Guarantor and the Trustee on the other hand, (i)
the maturity of the obligations guaranteed hereby by such Guarantee may be
accelerated as provided in Article Five hereof for the purposes of the
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby and (ii) in
the event of any acceleration of such obligations as provided in Article Five
hereof, such obligations (whether or not due and payable) shall forthwith become
due and payable by the Parent Guarantor, jointly and severally with any other
Guarantor of such Securities, if any, for the purpose of this Article Fifteen.
In addition, without limiting the foregoing, upon the effectiveness of an
acceleration under Article Five, the Trustee may make a demand for payment on
the Securities under the Guarantee thereof not discharged.

                                                                              62

     With respect to the Guarantee, the Parent Guarantor shall be subrogated to
all rights of the Holder of any Securities guaranteed hereby by such Guarantee
against the Company in respect of any amounts paid to such Holder by the Parent
Guarantor pursuant to the provisions of such Guarantee; provided that the Parent
Guarantor shall not be entitled to enforce, or to receive any payments arising
out of or based upon, such right of subrogation until the principal of and
interest on all such Securities shall have been paid in full.

     The Guarantee provided in this Section 15.01 shall not be valid or become
obligatory for any purpose with respect to a Security until the certificate of
authentication on such Security shall have been signed by the Trustee or any
duly appointed agent.

     SECTION 15.02. Obligations of the Guarantor Unconditional. Nothing
contained in this Article Fifteen or elsewhere in this Indenture or in any
Security is intended to or shall impair, as between the Parent Guarantor and the
Holders of the Securities guaranteed by the Guarantee, the obligations of the
Parent Guarantor, which are absolute and unconditional, to pay to such Holders
the principal of and interest on such Securities as and when the same shall
become due and payable in accordance with the provisions of the Guarantee or is
intended to or shall affect the relative rights of such Holders and creditors of
the Parent Guarantor, nor shall anything herein or therein prevent the Trustee
or any such Holder from exercising all remedies otherwise permitted by
applicable law upon Default under this Indenture in respect of cash, property or
securities of the Parent Guarantor received upon the exercise of any such
remedy;

     Upon any distribution of assets of the Parent Guarantor referred to in this
Article Fifteen, the Trustee, subject to the provisions of Sections 6.01 and
6.03, and the Holders of the Securities guaranteed hereby by the Parent
Guarantor shall be entitled to rely upon any order or decree made by any court
of competent jurisdiction in which such dissolution, winding up, liquidation or
reorganization proceedings are pending, or a certificate of the liquidating
trustee or agent or other person making any distribution to the Trustee or to
such Holders, for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of other indebtedness of the
Parent Guarantor, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article Fifteen.

     SECTION 15.03. Article Fifteen Not To Prevent Events of Default. The
payment of principal or interest on the Securities of any series by reason of
any provision in this Article Fifteen shall not be construed as preventing the
occurrence of an Event of Default.

     SECTION 15.04. Execution and Delivery of Guarantee. To evidence the
Guarantee, the Parent Guarantor and each other Guarantor, if any, shall endorse
a Guarantee Notation, substantially in the form of Exhibit A hereto, on each
Security authenticated and delivered by the Trustee that is guaranteed by the
Guarantee.

     The Parent Guarantor hereby agrees that its Guarantee shall remain in full
force and effect notwithstanding any failure to endorse the Guarantee Notation
on each such Security.

     If an officer whose signature is on the Securities guaranteed hereby no
longer holds that office at the time the Trustee authenticates the Security on
which a notation of the Guarantee is endorsed, the Guarantee shall be valid
nevertheless.

                                                                              63

     The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee thereof.

     SECTION 15.05. Ranking of Guarantee. Unless otherwise set forth in the
applicable Board Resolution or supplemental indenture establishing the terms of
the Securities of a series, the obligations of the Parent Guarantor under the
Guarantee will rank on parity with all other unsecured, unsubordinated
indebtedness of the Parent Guarantor.

     SECTION 15.06. Waiver of Jury Trial. Each of the Company, the Parent
Guarantor and the Trustee hereby irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this agreement, the Securities or the
transactions contemplated hereby.

                                   * * * * * *

                                                                              64

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

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

Dated:                            L-3 COMMUNICATIONS CORPORATION, AS ISSUER



                                       By:______________________________________

                                          Name:
                                          Title:



                                       By:______________________________________

                                          Name:
                                          Title:

                                       L-3 COMMUNICATIONS HOLDINGS, INC., AS
                                       GUARANTOR



                                       By:______________________________________

                                          Name:
                                          Title:



                                       By:______________________________________

                                          Name:
                                          Title:

                                       THE BANK OF NEW YORK



                                       By_______________________________________



                                                                       EXHIBIT A

                          [FORM OF NOTATION OF SECURITY
                             RELATING TO GUARANTEE]

                                    GUARANTEE

     [Name of Guarantor] (hereinafter referred to as the "Guarantor", which term
includes any successor person under the Indenture (the "Indenture") referred to
in the Security upon which this notation is endorsed (the "Endorsed Security"))
has unconditionally guaranteed (i) the due and punctual payment of the principal
of, premium, if any, and interest on the Endorsed Security and all other
Securities of the same series as the Endorsed Security (the "Guaranteed
Securities"), whether at maturity, by acceleration or otherwise, the due and
punctual payment of interest on the overdue principal of, premium, if any, and
interest, if any, on the Guaranteed Securities, to the extent lawful, and the
due and punctual performance of all other obligations of the Company to the
Holders of Guaranteed Securities or the Trustee all in accordance with the terms
set forth [in Article Fifteen of the Indenture] [in the supplemental indenture
dated _________ __, 200_ (the "Supplemental Indenture")] and (ii) in case of any
extension of time of payment or renewal of any Guaranteed Securities or any of
such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. Capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Indenture.

     The obligations of the Guarantor to the Holders of Guaranteed Securities
and to the Trustee pursuant to the Guarantee evidenced hereby and the Indenture
are expressly set forth in [Article Fifteen of the Indenture] [Article __ of the
Supplemental Indenture] and reference is hereby made to such [Indenture]
[Supplemental Indenture] for the terms of such Guarantee.

     No stockholder, officer, director or incorporator, as such, past, present
or future, of the Guarantor shall have any personal liability under the
Guarantee evidenced hereby by reason of his or its status as such stockholder,
officer, director or incorporator.

     The Guarantee evidenced hereby shall not be valid or obligatory for any
purpose until the certificate of authentication of the Guaranteed Securities
shall have been executed by the Trustee under the Indenture by the manual
signature of one of the Trustee's authorized signatories.

                                                [Name of Guarantor]



                                                 By:____________________________
                                                    Name:
                                                    Title:


                                                 By:____________________________
                                                    Name:
                                                    Title:

EX-5.1

                           SIMPSON THACHER & BARTLETT
                              425 LEXINGTON AVENUE
                           NEW YORK, N.Y. 10017-3954
                                 (212) 455-2000

                                    -------

                           FACSIMILE: (212) 455-2502

DIRECT DIAL NUMBER                                                E-MAIL ADDRESS



                                                 March 22, 2002



L-3 Communications Holdings, Inc.
600 Third Avenue
New York, New York 10016

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

Ladies and Gentlemen:

                    We have acted as counsel to L-3 Communications Holdings,
Inc., a Delaware corporation ("L-3 Holdings"), L-3 Communications Corporation, a
wholly-owned subsidiary of L-3 Holdings and a Delaware corporation ("L-3
Communications"), the Delaware subsidiaries of L-3 Holdings named on Schedule I
attached hereto (each, a "Delaware Guarantor" and collectively, the "Delaware
Guarantors"), the non-Delaware subsidiaries of L-3 Holdings named on Schedule II
attached hereto (each, a "Non-Delaware Guarantor" and collectively, the
"Non-Delaware Guarantors", taken together with the Delaware Guarantors, the
"Subsidiary Guarantors"), in connection with the Registration Statement on Form
S-3 (the "Registration Statement") filed by L-3 Holdings, L-3 Communications and
the Subsidiary Guarantors with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), relating
to (i) shares of common stock of L-3 Holdings par value $.01 per share (the
"Common Stock"); (ii) shares of Common Stock to be sold by certain selling
stockholders (the "Selling Stockholders"); (iii) shares of preferred stock of
L-3 Holdings par value $.01 per share (the "Preferred Stock"); (iv) warrants to
purchase Common Stock (the "Common Stock Warrants"); (v) warrants to purchase
Preferred Stock (the "Preferred Stock Warrants"); (vi)





SIMPSON THACHER & BARTLETT

   L-3 Communications Holdings, Inc.           2                March 22, 2002
   L-3 Communications Corporation


unsecured debt securities of L-3 Holdings consisting of notes, debentures or
other evidence of indebtedness, which may be either senior ("L-3 Holdings Senior
Debt Securities"), senior subordinated ("L-3 Holdings Senior Subordinated Debt
Securities") or subordinated ("L-3 Holdings Subordinated Debt Securities")
(collectively, the "L-3 Holdings Debt Securities"); (vii) warrants to purchase
L-3 Holdings Debt Securities (the "L-3 Holdings Debt Security Warrants"); (viii)
unsecured debt securities of L-3 Communications consisting of notes, debentures
or other evidence of indebtedness, which may be either senior ("L-3
Communications Senior Debt Securities"), senior subordinated ("L-3
Communications Senior Subordinated Debt Securities") or subordinated ("L-3
Communications Subordinated Debt Securities") (collectively, the "L-3
Communications Debt Securities" and, together with the L-3 Holdings Debt
Securities, the "Debt Securities"), which will be fully and unconditionally
guaranteed by L-3 Holdings (the "L-3 Holdings Debt Guarantee"); (ix) guarantees
of the Subsidiary Guarantors to be issued in connection with the Debt Securities
(the "Debt Guarantees"); (x) contracts for purchase and sale of Common Stock or
Preferred Stock (the "Purchase Contracts"); (xi) Stock Purchase Units of L-3
Holdings, consisting of a Purchase Contract and either a beneficial interest in
L-3 Holdings Debt Securities or debt obligations of third parties, including
U.S. Treasury securities (the "Stock Purchase Units"); and (xii) Common Stock,
Preferred Stock and L-3 Holdings Debt Securities, which may be issued upon
exercise of Securities Warrants (as defined below) or Purchase Contracts,
whichever is applicable. The Common Stock, the Preferred Stock, the Debt
Securities, the L-3 Holdings Debt Guarantee, the Debt Guarantees, the Purchase
Contracts, the Stock Purchase Units and the Securities Warrants are hereinafter
referred to as the "Securities". The Securities may be issued and sold or
delivered from time to time as set forth in the Registration





SIMPSON THACHER & BARTLETT

   L-3 Communications Holdings, Inc.           3                March 22, 2002
   L-3 Communications Corporation


Statement, any amendment thereto, the prospectus contained therein (the
"Prospectus") and supplements to the Prospectus (the "Prospectus Supplements")
and pursuant to Rule 415 under the Act for an aggregate initial offering price
not to exceed ________ or the equivalent thereof in one or more foreign
currencies or composite currencies (together with any additional Securities that
may be issued by L-3 Holdings, L-3 Communications and the Subsidiary Guarantors
pursuant to Rule 462(b) (as prescribed by the Commission pursuant to the Act)).
The Common Stock to be sold by the Selling Stockholders may be sold from time to
time as set forth in the Registration Statement, any amendment thereto, the
Prospectus and the Prospectus Supplements and pursuant to Rule 415 under the Act
in an amount not to exceed [500,000] shares (together with any additional shares
of Common Stock that may be sold by the Selling Stockholders pursuant to Rule
462(b) (as prescribed by the Commission pursuant to the Act)).

                    The L-3 Holdings Debt Securities and the Debt Guarantees
thereof, if applicable, will be issued under an Indenture (the "L-3 Holdings
Indenture") among L-3 Holdings, such Trustee as shall be named therein (the "L-3
Holdings Trustee") and such Subsidiary Guarantors as shall be named therein, if
applicable. The L-3 Communications Debt Securities, the L-3 Holdings Debt
Guarantee and the Debt Guarantees thereof, if applicable, will be issued under
an Indenture (the "L-3 Communications Indenture") among L-3 Communications, L-3
Holdings, such Trustee as shall be named therein (the "L-3 Communications
Trustee") and such Subsidiary Guarantors as shall be named therein, if
applicable. The L-3 Holdings Indenture and the L-3 Communications Indenture are
hereinafter collectively referred to as the "Indentures".

                    The Purchase Contracts will be issued pursuant to a Purchase
Contract Agreement (the "Purchase Contract Agreement") between L-3 Holdings and
a purchase contract agent as





SIMPSON THACHER & BARTLETT

   L-3 Communications Holdings, Inc.           4                March 22, 2002
   L-3 Communications Corporation


shall be named therein (the "Purchase Contract Agent").

                    The Common Stock Warrants, the Preferred Stock Warrants and
the L-3 Holdings Debt Security Warrants are hereinafter referred to collectively
as the "Securities Warrants." The Common Stock Warrants will be issued under a
Common Stock Warrant Agreement (the "Common Stock Warrant Agreement") between
L-3 Holdings and a common stock warrant agent as shall be named therein (the
"Common Stock Warrant Agent"). The Preferred Stock Warrants will be issued under
a Preferred Stock Warrant Agreement (the "Preferred Stock Warrant Agreement")
between L-3 Holdings and a preferred stock warrant agent as shall be named
therein (the "Preferred Stock Warrant Agent"). The L-3 Holdings Debt Security
Warrants will be issued under a Debt Security Warrant Agreement (the "Debt
Security Warrant Agreement") among L-3 Holdings, a debt security warrant agent
as shall be named therein (the "Debt Security Warrant Agent") and the L-3
Holdings Trustee. The Common Stock Warrant Agreement, the Preferred Stock
Warrant Agreement and the Debt Security Warrant Agreement are hereinafter
referred to collectively as the "Warrant Agreements." Each party to a Warrant
Agreement other than L-3 Holdings is referred to hereinafter as a
"Counterparty."

                    We have examined the Registration Statement and the exhibits
filed with the Commission to such Registration Statement on the date hereof. We
also have examined the originals, or duplicates or certified or conformed
copies, of such records, agreements, instruments and other documents and have
made such other and further investigations as we have deemed relevant and
necessary in connection with the opinions expressed herein. As to questions of
fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of L-3 Holdings, L-3
Communications and the Subsidiary





SIMPSON THACHER & BARTLETT

   L-3 Communications Holdings, Inc.           5                March  22, 2002
   L-3 Communications Corporation


Guarantors.

                    In rendering the opinions set forth below, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies, and the authenticity of the originals of such latter
documents. We also have assumed that: (1) at the time of execution,
authentication, issuance and delivery of the Debt Securities, each of the
Indentures will be the valid and legally binding obligation of the trustee
thereunder; (2) at the time of execution, issuance and delivery of the Purchase
Contracts, the Purchase Contract Agreement will be the valid and legally binding
obligation of the Purchase Contract Agent; and (3) at the time of execution,
countersignature, issuance and delivery of any Securities Warrants, the related
Warrant Agreement will be the valid and legally binding obligation of each
Counterparty thereto.

                    We have assumed further that (1) at the time of execution,
authentication, issuance and delivery of the L-3 Holdings Debt Securities, and
the Debt Guarantees, if applicable, the L-3 Holdings Indenture will have been
duly authorized, executed and delivered by L-3 Holdings and the Subsidiary
Guarantors, if applicable and (2) if applicable, execution, delivery and
performance by each Non-Delaware Guarantor of the L-3 Holdings Indenture and the
Debt Guarantees will not violate the laws of its jurisdiction of incorporation
or any other applicable laws (excepting the laws of the State of New York and
the Federal laws of the United States).

                  We have assumed further that (1) at the time of execution,
authentication, issuance and delivery of the L-3 Communications Debt Securities,
the L-3 Holdings Debt





SIMPSON THACHER & BARTLETT

   L-3 Communications Holdings, Inc.           6                March  22, 2002
   L-3 Communications Corporation



Guarantee and the Debt Guarantees, if applicable, the L-3 Communications
Indenture will have been duly authorized, executed and delivered by L-3
Communications, L-3 Holdings, and the Subsidiary Guarantors, if applicable and
(2) if applicable, execution, delivery and performance by each Non-Delaware
Guarantor of the L-3 Communications Indenture will not violate the laws of its
jurisdiction of incorporation or any other applicable laws (excepting the laws
of the State of New York and the Federal laws of the United States).

                    We have assumed further that at the time of execution,
issuance and delivery of the Purchase Contracts, the Purchase Contract Agreement
will have been duly authorized, executed and delivered by L-3 Holdings.

                    We have assumed further that at the time of execution,
countersignature, issuance and delivery of any Securities Warrants, the related
Warrant Agreements will have been duly authorized, executed and delivered by L-3
Holdings.

                    Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion that:


              1.    With respect to the Common Stock, assuming (a) the taking by
                    the Board of Directors of L-3 Holdings, a duly constituted
                    and acting committee of such Board of Directors or duly
                    authorized officers of L-3 Holdings (such Board of
                    Directors, committee or authorized officers being referred
                    to herein as the "L-3 Holdings Board") of all necessary
                    corporate action to authorize and approve the issuance of
                    the Common Stock and (b) due issuance and delivery of the
                    Common Stock, upon payment therefor in accordance with the
                    applicable definitive purchase, underwriting or similar
                    agreement approved by the L-3 Holdings Board, the Common
                    Stock will be validly issued, fully paid and nonassessable.

              2.    With respect to the Common Stock to be sold by the Selling
                    Stockholders, such Common Stock has been duly authorized and
                    is validly issued, fully paid and nonassessable.

              3.    With respect to the Preferred Stock, assuming (a) the taking
                    by the L-3 Holdings Board of all necessary corporate action
                    to authorize and approve the issuance of





SIMPSON THACHER & BARTLETT

   L-3 Communications Holdings, Inc.           7                March  22, 2002
   L-3 Communications Corporation


                    the Preferred Stock, (b) due filing of a Certificate of
                    Designations with the Secretary of State of the State of
                    Delaware and (c) due issuance and delivery of the Preferred
                    Stock, upon payment therefor in accordance with the
                    applicable definitive purchase, underwriting or similar
                    agreement approved by the L-3 Holdings Board, the Preferred
                    Stock will be validly issued, fully paid and nonassessable.

              4.    With respect to the L-3 Holdings Debt Securities, assuming
                    (a) the taking by the L-3 Holdings Board of all necessary
                    corporate action to approve the issuance and terms of any
                    L-3 Holdings Debt Securities, the terms of the offering
                    thereof and related matters and (b) the due execution,
                    authentication, issuance and delivery of such L-3 Holdings
                    Debt Securities, upon payment of the consideration therefor
                    provided for in the applicable definitive purchase,
                    underwriting or similar agreement approved by the L-3
                    Holdings Board and otherwise in accordance with the
                    provisions of the L-3 Holdings Indenture and such agreement,
                    such L-3 Holdings Debt Securities will constitute valid and
                    legally binding obligations of L-3 Holdings enforceable
                    against L-3 Holdings in accordance with their terms.

              5.    With respect to the L-3 Communications Debt Securities,
                    assuming (a) the taking of all necessary corporate action to
                    approve the issuance and terms of any L-3 Communications
                    Debt Securities, the terms of the offering thereof and
                    related matters by the Board of Directors of L-3
                    Communications, a duly constituted and acting committee of
                    such Board of Directors or duly authorized officers of L-3
                    Communications (such Board of Directors, committee or
                    authorized officers being referred to herein as the "L-3
                    Communications Board") and (b) the due execution,
                    authentication, issuance and delivery of such L-3
                    Communications Debt Securities, upon payment of the
                    consideration therefor provided for in the applicable
                    definitive purchase, underwriting or similar agreement
                    approved by the L-3 Communications Board and otherwise in
                    accordance with the provisions of the L-3 Communications
                    Indenture and such agreement, such L-3 Communications Debt
                    Securities will constitute valid and legally binding
                    obligations of L-3 Communications enforceable against L-3
                    Communications in accordance with their terms.

              6.    With respect to the L-3 Holdings Debt Guarantee and the Debt
                    Guarantees (collectively, the "Guarantees"), assuming (a)
                    the taking of all necessary corporate action to approve the
                    issuance and terms of the Guarantees and related matters by
                    the L-3 Holdings Board and by the Board of Directors of each
                    Subsidiary Guarantor (or in the case of a Subsidiary
                    Guarantor that is a partnership, the Board of Directors of
                    the general partner), as applicable, a duly constituted and
                    acting committee of such Board of Directors of a Subsidiary
                    Guarantor or duly authorized officers of a Subsidiary
                    Guarantor (each such Board of Directors, committee or
                    authorized officers being referred to herein as a
                    "Subsidiary Guarantor Resolution"), (b) the due execution,
                    authentication,





SIMPSON THACHER & BARTLETT

   L-3 Communications Holdings, Inc.           8                March  22, 2002
   L-3 Communications Corporation


                    issuance and delivery of the Debt Securities underlying such
                    Guarantees, upon payment of the consideration therefor
                    provided for in the applicable definitive purchase,
                    underwriting or similar agreement approved by the L-3
                    Holdings Board and such Subsidiary Guarantor Resolution, as
                    applicable, and otherwise in accordance with the provisions
                    of the applicable Indenture and such agreement and (c) the
                    due issuance of such Guarantees, such Guarantees will
                    constitute valid and legally binding obligations of L-3
                    Holdings and such Subsidiary Guarantors, as applicable,
                    enforceable against the L-3 Holdings and such Subsidiary
                    Guarantors, as applicable, in accordance with their terms.

              7.    With respect to the Purchase Contracts, assuming (a) the
                    taking of all necessary corporate action by the L-3 Holdings
                    Board to approve the execution and delivery of the Purchase
                    Contract Agreement and (b) the due execution, issuance and
                    delivery of the Purchase Contracts, upon payment of the
                    consideration for such Purchase Contracts provided for in
                    the applicable definitive purchase, underwriting or similar
                    agreement approved by the L-3 Holdings Board and otherwise
                    in accordance with the provisions of the applicable Purchase
                    Contract Agreement and such agreement, the Purchase
                    Contracts will constitute valid and legally binding
                    obligations of L-3 Holdings enforceable against L-3 Holdings
                    in accordance with their terms.

              8.    With respect to the Securities Warrants, assuming (a) the
                    taking of all necessary corporate action by the L-3 Holdings
                    Board to approve the execution and delivery of a related
                    Warrant Agreement and (b) the due execution,
                    countersignature, issuance and delivery of such Securities
                    Warrants, upon payment of the consideration for such
                    Securities Warrants provided for in the applicable
                    definitive purchase, underwriting or similar agreement
                    approved by the L-3 Holdings Board and otherwise in
                    accordance with the provisions of the applicable Warrant
                    Agreement and such agreement, such Securities Warrants will
                    constitute valid and legally binding obligations of the L-3
                    Holdings enforceable against L-3 Holdings in accordance with
                    their terms.

              9.    With respect to the Stock Purchase Units, assuming (a) in
                    the case of Stock Purchase Units consisting at least in part
                    of debt obligations of third parties, such debt obligations
                    at all relevant times constitute the valid and legally
                    binding obligations of the issuers thereof enforceable
                    against the issuers thereof in accordance with their terms,
                    (b) the taking of all necessary corporate action by the L-3
                    Holdings Board to authorize and approve (1) the issuance and
                    terms of the Stock Purchase Units, (2) the execution and
                    delivery of the Purchase Contract Agreement with respect to
                    the Purchase Contracts which are a component of the Stock
                    Purchase Units and (3) in the case of Stock Purchase Units
                    consisting at least in part of L-3 Holdings Debt Securities,
                    the issuance and terms of the L-3 Holdings Debt Securities
                    which are a component of the Stock Purchase Units, the terms
                    of the offering thereof and related matters and (c) the due
                    execution,





SIMPSON THACHER & BARTLETT

   L-3 Communications Holdings, Inc.           9                March  22, 2002
   L-3 Communications Corporation


                    authentication, in the case of such Debt Securities,
                    issuance and delivery of (1) the Stock Purchase Units, (2)
                    such Purchase Contracts and (3) in the case of Stock
                    Purchase Units consisting at least in part of L-3 Holdings
                    Debt Securities, such Debt Securities, in each case upon the
                    payment of the consideration therefor provided for in the
                    applicable definitive purchase, underwriting or similar
                    agreement approved by the L-3 Holdings Board and in
                    accordance with the provisions of the applicable Purchase
                    Contract Agreement, in the case of such Purchase Contracts,
                    and the applicable L-3 Holdings Indenture, in the case of
                    such L-3 Holdings Debt Securities, such Stock Purchase Units
                    will constitute valid and legally binding obligations of L-3
                    Holdings, enforceable against L-3 Holdings in accordance
                    with their terms.

                    Our opinions set forth in paragraphs 4 through 9 above are
subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, (ii) general equitable principles (whether
considered in a proceeding in equity or at law), and (iii) an implied covenant
of good faith and fair dealing.

                    We are members of the Bar of the State of New York, and we
do not express any opinion herein concerning any law other than the law of the
State of New York, the Federal law of the United States and the Delaware General
Corporation Law (including the statutory provisions, all applicable provisions
of the Delaware Constitution and required judicial decisions interpreting the
foregoing).

                    We hereby consent to the filing of this opinion letter as
Exhibit 5 to the Registration Statement and to the use of our name under the
caption Legal Matters in the Prospectus included in the Registration Statement.



                                       Very truly yours,


                                       /s/ Simpon Thacher & Bartlett
                                       ---------------------------------------
                                       SIMPSON THACHER & BARTLETT







SIMPSON THACHER & BARTLETT

   L-3 Communications Holdings, Inc.           10                March  22, 2002
   L-3 Communications Corporation


                                   SCHEDULE I

DELAWARE GUARANTORS
- -------------------


HYGIENETICS ENVIRONMENTAL SERVICES, INC., a Delaware Corporation
L-3 COMMUNICATIONS ILEX SYSTEMS, INC., a Delaware Corporation
L-3 COMMUNICATIONS SPD TECHNOLOGIES INC., a Delaware Corporation
L-3 COMMUNICATIONS ESSCO, INC., a Delaware Corporation
SPD ELECTRICAL SYSTEMS, INC., a Delaware Corporation
SPD SWITCHGEAR, INC., a Delaware Corporation
PAC ORD INC., a Delaware Corporation
HENSCHEL INC., a Delaware Corporation
SPD HOLDINGS, INC., a Delaware Corporation
POWER PARAGON, INC., a Delaware Corporation
L-3 COMMUNICATIONS AYDIN CORPORATION, a Delaware Corporation
L-3 COMMUNICATIONS INTEGRATED SYSTEMS L.P., a Delaware Limited Partnership
L-3 COMMUNICATIONS AIS GP CORPORATION, a Delaware Corporation
L-3 COMMUNICATION INVESTMENTS INC., a Delaware Corporation
MPRI, INC., a Delaware Corporation
KDI PRECISION PRODUCTS INC., a Delaware Corporation













SIMPSON THACHER & BARTLETT

   L-3 Communications Holdings, Inc.           11                March  22, 2002
   L-3 Communications Corporation


                                   SCHEDULE II

NON-DELAWARE GUARANTORS
- -----------------------


SOUTHERN CALIFORNIA MICROWAVE, INC., a California Corporation
L-3 COMMUNICATIONS STORM CONTROL SYSTEMS INC., a California Corporation
L-3 COMMUNICATIONS DBS MICROWAVE, INC., a California Corporation
MICRODYNE CORPORATION, a Maryland Corporation
ELECTRODYNAMICS, INC., an Arizona Corporation
INTERSTATE ELECTRONICS CORPORATION, a California Corporation
COLEMAN RESEARCH CORPORATION, a Florida Corporation
EER SYSTEMS, INC., a Virginia Corporation
L-3 COMMUNICATIONS ANALYTICS CORPORATION, a California Corporation
AMI INSTRUMENTS, INC., an Oklahoma Corporation
L-3 COMMUNICATIONS ATLANTIC SCIENCE AND TECHNOLOGY CORPORATION, a New Jersey
    Corporation
MICRODYNE COMMUNICATIONS TECHNOLOGIES INCORPORATED, a Maryland Corporation
APCOM, INC., a Maryland Corporation
CELEBRITY SYSTEMS INCORPORATED, a California Corporation
MICRODYNE OUTSOURCING INCORPORATED, a Maryland Corporation

EX-23.1

                                                                    EXHIBIT 23.1

                        Consent of Independent Auditors

We consent to the incorporation by reference in this Registration Statement on
Form S-3 of our report dated February 4, 2002 relating to the financial
statements of L-3 Communications Holdings, Inc. for the three years ended
December 31, 2001 all included in the Annual Report on Form 10-K for the year
ended December 31, 2001.

We consent to the incorporation by reference in this Registration Statement of
our report dated February 19, 2002 relating to the combined financial statements
of Aircraft Integation Systems Business for the three years ended December 31,
2001, included in the report on Form 8-K dated March 22, 2002.

We also consent to the reference to us under the heading "Experts", which is
part of this Registration Statement.


                                               /s/ PricewaterhouseCoopers LLP

March 22, 2002
New York, New York

EX-25.1

- -------========================================================================
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|



                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                  13-5160382
(State of incorporation                                   (I.R.S. employer
if not a U.S. national bank)                              identification no.)

                     One Wall Street, New York, N.Y. 10286
              (Address of principal executive offices) (Zip code)


                         L-3 COMMUNICATIONS CORPORATION
              (Exact name of obligor as specified in its charter)

Delaware                                                   13-3937436
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                          COLEMAN RESEARCH CORPORATION
              (Exact name of obligor as specified in its charter)

Florida                                                    59-2039476
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                               EER SYSTEMS, INC.
              (Exact name of obligor as specified in its charter)

Virginia                                                   54-1349668
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)






                             ELECTRODYNAMICS, INC.
              (Exact name of obligor as specified in its charter)

Arizona                                                    36-3140903
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                                 HENSCHEL, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                   23-2554418
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                    HYGIENETICS ENVIRONMENTAL SERVICES, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                   13-3992505
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                       INTERSTATE ELECTRONICS CORPORATION
              (Exact name of obligor as specified in its charter)

California                                                 95-1912832
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                      L-3 COMMUNICATIONS AYDIN CORPORATION
              (Exact name of obligor as specified in its charter)

Delaware                                                   23-1686808
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                     L-3 COMMUNICATIONS DBS MICROWAVE, INC.
              (Exact name of obligor as specified in its charter)

California                                                 68-0281617
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                         L-3 COMMUNICATIONS ESSCO, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                   04-2281486
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)



                                      -2-



                     L-3 COMMUNICATIONS ILEX SYSTEMS, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                   13-3992952
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                   L-3 COMMUNICATIONS SPD TECHNOLOGIES, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                   23-2869511
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                 L-3 COMMUNICATIONS STORM CONTROL SYSTEMS, INC.
              (Exact name of obligor as specified in its charter)

California                                                 77-0268547
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                          KDI PRECISION PRODUCTS, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                   31-0740721
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                             MICRODYNE CORPORATION
              (Exact name of obligor as specified in its charter)

Maryland                                                   52-0856493
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                                   MPRI, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                   54-1439937
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                                 PAC ORD, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                   23-2523436
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)



                                      -3-



                              POWER PARAGON, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                   33-0638510
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                      SOUTHERN CALIFORNIA MICROWAVE, INC.
              (Exact name of obligor as specified in its charter)

California                                                 13-0478540
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                               SPD HOLDINGS, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                   23-2977238
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                          SPD ELECTRICAL SYSTEMS, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                   23-2457758
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                              SPD SWITCHGEAR, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                   23-2510039
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                             AMI Instruments, Inc.
              (Exact name of obligor as specified in its charter)

Oklahoma                                                   73-1122637
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                                  Apcom, Inc.
              (Exact name of obligor as specified in its charter)

Maryland                                                   52-1291447
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)


                                      -4-


                         Celerity Systems Incorporated
              (Exact name of obligor as specified in its charter)

California                                                 77-0365380
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                     L-3 Communications AIS GP Corporation
              (Exact name of obligor as specified in its charter)

Delaware                                                   13-4137187
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                    L-3 Communications Analytics Corporation
              (Exact name of obligor as specified in its charter)

California                                                 54-1035921
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

         L-3 Communications Atlantic Science and Technology Corporation
              (Exact name of obligor as specified in its charter)

New Jersey                                                 22-2547554
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                      L-3 Communications Investments, Inc.
              (Exact name of obligor as specified in its charter)

Delaware                                                   51-0260723
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                   L-3 Communications Integrated Systems L.P.
              (Exact name of obligor as specified in its charter)

Delaware                                                   03-0391841
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

               Microdyne Communications Technologies Incorporated
              (Exact name of obligor as specified in its charter)

Maryland                                                   59-3500774
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

                                      -5-



                       Microdyne Outsourcing Incorporated
              (Exact name of obligor as specified in its charter)

Maryland                                                   33-0797639
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)

600 Third Avenue
New York,  NY                                              10016
(Address of principal executive offices)                   (Zip code)

                                 Debt Securities
                       (Title of the indenture securities)

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

















                                      -6-



1.     GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
       TRUSTEE:
       (a)     NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
               WHICH IT IS SUBJECT.

- -------------------------------------------------------------------------------
                 Name                                        Address
- -------------------------------------------------------------------------------

       Superintendent of Banks of the State  2 Rector Street, New York,
       of New York                           N.Y.  10006, and Albany, N.Y. 12203

       Federal Reserve Bank of New York      33 Liberty Plaza, New York,
                                             N.Y.  10045

       Federal Deposit Insurance Corporation Washington, D.C.  20429

       New York Clearing House Association   New York, New York   10005

       (b)    WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

       Yes.

2.     AFFILIATIONS WITH OBLIGOR.

       IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
       AFFILIATION.

       None.

16.    LIST OF EXHIBITS.

       EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
       ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
       RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
       C.F.R. 229.10(D).

       1.     A copy of the Organization Certificate of The Bank of New York
              (formerly Irving Trust Company) as now in effect, which contains
              the authority to commence business and a grant of powers to
              exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
              Form T-1 filed with Registration Statement No. 33-6215, Exhibits
              1a and 1b to Form T-1 filed with Registration Statement No.
              33-21672 and Exhibit 1 to Form T-1 filed with Registration
              Statement No. 33-29637.)

       4.     A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
              T-1 filed with Registration Statement No. 33-31019.)

       6.     The consent of the Trustee required by Section 321(b) of the Act.
              (Exhibit 6 to Form T-1 filed with Registration Statement No.
              33-44051.)

       7.     A copy of the latest report of condition of the Trustee published
              pursuant to law or to the requirements of its supervising or
              examining authority.



                                      -7-




                                    SIGNATURE



       Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 22nd day of March, 2002.


                              THE BANK OF NEW YORK



                              By: /s/ STACEY POINDEXTER
                                -----------------------------------------
                                  Name:  STACEY POINDEXTER
                                  Title: ASSISTANT TREASURER

                                      -8-


                                                                       EXHIBIT 7


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

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
2001, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.


                                                                          Dollar Amounts
ASSETS                                                                      In Thousands
                                                                           
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin..                       $3,238,092
   Interest-bearing balances...........................                        5,255,952
Securities:
   Held-to-maturity securities.........................                          127,193
   Available-for-sale securities.......................                       12,143,488
Federal funds sold and Securities purchased under
   agreements to resell................................                          281,677
Loans and lease financing receivables:
   Loans and leases held for sale......................                              786
   Loans and leases, net of unearned
     income ...........................................                       46,206,726
   LESS: Allowance for loan and
     lease losses .....................................                          607,115
   Loans and leases, net of unearned
     income and allowance..............................                       45,599,611
Trading Assets.........................................                        9,074,924
Premises and fixed assets (including capitalized
   leases).............................................                          783,165
Other real estate owned................................                              935
Investments in unconsolidated subsidiaries and
   associated companies................................                          200,944
Customers' liability to this bank on acceptances
   outstanding.........................................                          311,521
Intangible assets......................................
   Goodwill............................................                        1,546,125
   Other intangible assets.............................                            8,497
Other assets...........................................                        8,761,129
                                                                             -----------
Total assets...........................................                      $87,334,039
                                                                             ===========



LIABILITIES
Deposits:
   In domestic offices.................................                      $28,254,986
   Noninterest-bearing ................................                       10,843,829
   Interest-bearing ...................................                       17,411,157
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................                       31,999,406
   Noninterest-bearing                                                         1,006,193
   Interest-bearing                                                           30,993,213
Federal funds purchased and securities sold under
   agreements to repurchase............................                        6,004,678
Trading liabilities....................................                        2,286,940
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases)....... ...................                        1,845,865
Bank's liability on acceptances executed and
   outstanding.........................................                          440,362
Subordinated notes and debentures......................                        2,196,000
Other liabilities......................................                        7,606,565
                                                                             -----------
Total liabilities......................................                      $80,634,802
                                                                             ===========

EQUITY CAPITAL
Common stock...........................................                        1,135,284
Surplus................................................                        1,050,729
Retained earnings......................................                        4,436,230
Accumulated other comprehensive income.................                           76,292
Other equity capital components........................                                0
                                                                             -----------
Total equity capital...................................                        6,698,535
                                                                             -----------
Total liabilities and equity capital...................                      $87,334,039
                                                                             ===========


         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                               Thomas J. Mastro,
                                           Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been




prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

                    --
Thomas A. Renyi       |
Gerald L. Hassell     |     Directors
Alan R. Griffith      |
                    --

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

EX-25.2

================================================================================
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|



                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                    13-5160382
(State of incorporation                                     (I.R.S. employer
if not a U.S. national bank)                                identification no.)

One Wall Street, New York, N.Y.                             10286
(Address of principal executive offices)                    (Zip code)


                       L-3 COMMUNICATIONS HOLDINGS, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                    13-3937434
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                          COLEMAN RESEARCH CORPORATION
              (Exact name of obligor as specified in its charter)

Florida                                                     59-2039476
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                               EER SYSTEMS, INC.
              (Exact name of obligor as specified in its charter)

Virginia                                                    54-1349668
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)






                             ELECTRODYNAMICS, INC.
              (Exact name of obligor as specified in its charter)

Arizona                                                     36-3140903
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                                 HENSCHEL, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                    23-2554418
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                    HYGIENETICS ENVIRONMENTAL SERVICES, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                    13-3992505
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                       INTERSTATE ELECTRONICS CORPORATION
              (Exact name of obligor as specified in its charter)

California                                                  95-1912832
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                      L-3 COMMUNICATIONS AYDIN CORPORATION
              (Exact name of obligor as specified in its charter)

Delaware                                                    23-1686808
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                     L-3 COMMUNICATIONS DBS MICROWAVE, INC.
              (Exact name of obligor as specified in its charter)

California                                                  68-0281617
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                         L-3 COMMUNICATIONS ESSCO, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                    04-2281486
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)



                                      -2-


                     L-3 COMMUNICATIONS ILEX SYSTEMS, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                    13-3992952
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                   L-3 COMMUNICATIONS SPD TECHNOLOGIES, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                    23-2869511
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                 L-3 COMMUNICATIONS STORM CONTROL SYSTEMS, INC.
              (Exact name of obligor as specified in its charter)

California                                                  77-0268547
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                          KDI PRECISION PRODUCTS, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                    31-0740721
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                             MICRODYNE CORPORATION
              (Exact name of obligor as specified in its charter)

Maryland                                                    52-0856493
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                                   MPRI, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                    54-1439937
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                                 PAC ORD, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                    23-2523436
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)




                                      -3-


                              POWER PARAGON, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                    33-0638510
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                      SOUTHERN CALIFORNIA MICROWAVE, INC.
              (Exact name of obligor as specified in its charter)

California                                                  13-0478540
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                               SPD HOLDINGS, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                    23-2977238
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                          SPD ELECTRICAL SYSTEMS, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                    23-2457758
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                              SPD SWITCHGEAR, INC.
              (Exact name of obligor as specified in its charter)

Delaware                                                    23-2510039
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                             AMI Instruments, Inc.
              (Exact name of obligor as specified in its charter)

Oklahoma                                                    73-1122637
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                                  Apcom, Inc.
              (Exact name of obligor as specified in its charter)

Maryland                                                    52-1291447
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                                      -4-




                         Celerity Systems Incorporated
              (Exact name of obligor as specified in its charter)

California                                                  77-0365380
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                     L-3 Communications AIS GP Corporation
              (Exact name of obligor as specified in its charter)

Delaware                                                    13-4137187
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                    L-3 Communications Analytics Corporation
              (Exact name of obligor as specified in its charter)

California                                                  54-1035921
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

         L-3 Communications Atlantic Science and Technology Corporation
              (Exact name of obligor as specified in its charter)

New Jersey                                                  22-2547554
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                      L-3 Communications Investments, Inc.
              (Exact name of obligor as specified in its charter)

Delaware                                                    51-0260723
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                   L-3 Communications Integrated Systems L.P.
              (Exact name of obligor as specified in its charter)

Delaware                                                    03-0391841
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

               Microdyne Communications Technologies Incorporated
              (Exact name of obligor as specified in its charter)

Maryland                                                    59-3500774
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)



                                      -5-






                       Microdyne Outsourcing Incorporated
              (Exact name of obligor as specified in its charter)

Maryland                                                    33-0797639
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

600 Third Avenue
New York,  NY                                               10016
(Address of principal executive offices)                    (Zip code)

                                 Debt Securities
                       (Title of the indenture securities)

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

























                                      -6-


1.    GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
      (a)   NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
            IT IS SUBJECT.

- ------------------------------------------------------------------------------
                Name                                        Address
- ------------------------------------------------------------------------------

      Superintendent of Banks of the State   2 Rector Street, New York,
      of New York                            N.Y.  10006, and Albany, N.Y. 12203

      Federal Reserve Bank of New York       33 Liberty Plaza, New York,
                                             N.Y.  10045

      Federal Deposit Insurance Corporation Washington, D.C.  20429

      New York Clearing House Association   New York, New York   10005

      (b)    WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

      Yes.

2.    AFFILIATIONS WITH OBLIGOR.

      IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
      AFFILIATION.

      None.

16.   LIST OF EXHIBITS.

      EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
      ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
      RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
      C.F.R. 229.10(D).

      1.    A copy of the Organization Certificate of The Bank of New York
            (formerly Irving Trust Company) as now in effect, which contains the
            authority to commence business and a grant of powers to exercise
            corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
            filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
            Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
            1 to Form T-1 filed with Registration Statement No. 33-29637.)

      4.    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
            T-1 filed with Registration Statement No. 33-31019.)

      6.    The consent of the Trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement No.
            33-44051.)

      7.    A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority.


                                      -7-





                                    SIGNATURE



                  Pursuant to the requirements of the Act, the Trustee, The Bank
         of New York, a corporation organized and existing under the laws of the
         State of New York, has duly caused this statement of eligibility to be
         signed on its behalf by the undersigned, thereunto duly authorized, all
         in The City of New York, and State of New York, on the 22nd day of
         March, 2002.


                                     THE BANK OF NEW YORK



                                     By: /s/ STACEY POINDEXTER
                                       -----------------------------------------
                                         Name:  STACEY POINDEXTER
                                         Title: ASSISTANT TREASURER


                                      -8-





                                                                       EXHIBIT 7


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

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
2001, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.


                                                                          Dollar Amounts
ASSETS                                                                      In Thousands
                                                                           
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin..                       $3,238,092
   Interest-bearing balances...........................                        5,255,952
Securities:
   Held-to-maturity securities.........................                          127,193
   Available-for-sale securities.......................                       12,143,488
Federal funds sold and Securities purchased under
   agreements to resell................................                          281,677
Loans and lease financing receivables:
   Loans and leases held for sale......................                              786
   Loans and leases, net of unearned
     income ...........................................                       46,206,726
   LESS: Allowance for loan and
     lease losses .....................................                          607,115
   Loans and leases, net of unearned
     income and allowance..............................                       45,599,611
Trading Assets.........................................                        9,074,924
Premises and fixed assets (including capitalized
   leases).............................................                          783,165
Other real estate owned................................                              935
Investments in unconsolidated subsidiaries and
   associated companies................................                          200,944
Customers' liability to this bank on acceptances
   outstanding.........................................                          311,521
Intangible assets......................................
   Goodwill............................................                        1,546,125
   Other intangible assets.............................                            8,497
Other assets...........................................                        8,761,129
                                                                             -----------
Total assets...........................................                      $87,334,039
                                                                             ===========



LIABILITIES
Deposits:
   In domestic offices.................................                      $28,254,986
   Noninterest-bearing ................................                       10,843,829
   Interest-bearing ...................................                       17,411,157
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................                       31,999,406
   Noninterest-bearing                                                         1,006,193
   Interest-bearing                                                           30,993,213
Federal funds purchased and securities sold under
   agreements to repurchase............................                        6,004,678
Trading liabilities....................................                        2,286,940
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases)....... ...................                        1,845,865
Bank's liability on acceptances executed and
   outstanding.........................................                          440,362
Subordinated notes and debentures......................                        2,196,000
Other liabilities......................................                        7,606,565
                                                                             -----------
Total liabilities......................................                      $80,634,802
                                                                             ===========

EQUITY CAPITAL
Common stock...........................................                        1,135,284
Surplus................................................                        1,050,729
Retained earnings......................................                        4,436,230
Accumulated other comprehensive income.................                           76,292
Other equity capital components........................                                0
                                                                             -----------
Total equity capital...................................                        6,698,535
                                                                             -----------
Total liabilities and equity capital...................                      $87,334,039
                                                                             ===========


         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                               Thomas J. Mastro,
                                           Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been




prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

                    --
Thomas A. Renyi       |
Gerald L. Hassell     |     Directors
Alan R. Griffith      |
                    --

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