8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest
event reported): August 26, 2002

HARRIS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-3863	34-0276860
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1025 West NASA Blvd., Melbourne, FL	32919
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (321) 727-9100

No Change

(Former name or former address, if changed since last report.)

TABLE OF CONTENTS

	Items 1.-4. Not Applicable.
	Item 5. Other Events and Regulation FD Disclosure.
	Item 7. Financial Statements and Exhibits.
	Items 8.-9. Not Applicable.
SIGNATURE
EXHIBIT INDEX
EX-99.1 Press Release
EX-99.2 Indenture
EX-99.3 Registration Rights Agreement
EX-99.4 Purchase Agreement

Items 1.-4.  Not Applicable.

Item 5.  Other Events and Regulation FD Disclosure.

         On August 26, 2002, Harris Corporation (“Harris”) announced that it has completed the private placement sale of $150 million of 3.5% Convertible Debentures due 2022 to qualified institutional buyers under Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended.

         A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference.

         In connection with the closing of the sale of the Convertible Debentures, Harris entered into (a) an Indenture, dated as of August 26, 2002, between Harris, as Issuer, and The Bank of New York, as Trustee, (b) a Registration Rights Agreement, dated as of August 26, 2002, between Harris and each of Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., SunTrust Capital Markets, Inc., and Wachovia Securities, Inc., and (c) a Purchase Agreement dated as of August 20, 2002, between Harris and each of Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., SunTrust Capital Markets, Inc., and Wachovia Securities, Inc.

         The Indenture, Registration Rights Agreement, and the Purchase Agreement are attached as Exhibits 99.2, 99.3, and 99.4, respectively.

Item 7.  Financial Statements and Exhibits.

(a)	Financial Statements.
	None.
(b)	Pro Forma Financial Information.
	None.
(c)	Exhibits.
	The following documents are filed as Exhibits to this Report:

99.1	Press Release, dated August 26, 2002.
99.2	Indenture, dated as of August 26, 2002, between Harris Corporation, as Issuer, and The Bank of New York, as Trustee.

99.3	Registration Rights Agreement, dated as of August 26, 2002, by and between Harris Corporation, and each of Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., SunTrust Capital Markets, Inc., and Wachovia Securities, Inc.
99.4	Purchase Agreement, dated as of August 20, 2002, by and between Harris Corporation, and each of Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., SunTrust Capital Markets, Inc., and Wachovia Securities, Inc.

Items 8.-9.  Not Applicable.

SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HARRIS CORPORATION
	By:	/s/ D. S. Wasserman
	Name:	David S. Wasserman
	Title:	Vice President – Treasurer
Date: August 26, 2002

EXHIBIT INDEX

Exhibit No.
Under Reg.
S-K, Item 601	Description
99.1	Press Release, dated August 26, 2002.
99.2	Indenture, dated as of August 26, 2002, between Harris Corporation, as Issuer, and The Bank of New York, as Trustee.
99.3	Registration Rights Agreement, dated as of August 26, 2002, by and between Harris Corporation, and each of Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., SunTrust Capital Markets, Inc., and Wachovia Securities, Inc.
99.4	Purchase Agreement, dated as of August 20, 2002, by and between Harris Corporation, and each of Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., SunTrust Capital Markets, Inc., and Wachovia Securities, Inc.

EX-99.1 3 l96024aexv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 HARRIS COMPLETES SALE OF $150 MILLION OF 3.5% CONVERTIBLE DEBENTURES MELBOURNE, Florida. August 26, 2002 - Harris Corporation (NYSE: HRS) today announced that it has completed the private placement of $150 million of its Convertible Debentures due 2022. The convertible debentures initially carry an annual interest rate of 3.5%. The Convertible Debentures offering was made only to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and outside the United States pursuant to Regulation S under the Securities Act. The interest rate on the convertible debentures will be reset, within a specified range, in 2007, 2012, and 2017. These convertible debentures are unsecured obligations convertible into shares of Harris common stock at a conversion price of $45.25 per share if the closing price of Harris common stock on the New York Stock Exchange exceeds certain levels for a specified period of time or in certain other circumstances. This initial conversion price represents a 28.4% premium over Harris' closing price of $35.25 on August 20, 2002. The convertible debentures were issued at 100% of the principal amount. Harris may redeem the convertible debentures commencing August 2007. Holders may require Harris to repurchase the debentures, in whole or in part, on specified dates in 2007, 2012, and 2017 or upon the occurrence of certain other events. Harris intends to use the proceeds from the offering primarily for working capital and general corporate purposes including the refinancing of existing indebtedness. The convertible debentures and common stock issuable upon conversion have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in a jurisdiction in which such offering would be unlawful. Cautionary Statement: Harris' statements in this press release that are not historical fact and that relate to future plans or events are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the intended use of proceeds. In addition, Harris' business is subject to the risks and uncertainties described in Harris filings with the Securities and Exchange Commission. EX-99.2 4 l96024aexv99w2.txt EX-99.2 INDENTURE Exhibit 99.2 HARRIS CORPORATION 3.5% CONVERTIBLE DEBENTURES DUE 2022 INDENTURE DATED AS OF AUGUST 26, 2002 THE BANK OF NEW YORK, TRUSTEE

PAGE TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1. Definitions....................................................... 1 Section 1.2. Other Definitions................................................. 6 Section 1.3. Incorporation by Reference of Trust Indenture Act................. 7 Section 1.4. Rules of Construction............................................. 7 Section 1.5. Acts of Holders................................................... 7 ARTICLE II THE SECURITIES Section 2.1. Form and Dating................................................... 8 Section 2.2. Execution and Authentication...................................... 10 Section 2.3. Registrar, Paying Agent and Conversion Agent...................... 11 Section 2.4. Paying Agent and Trustee To Hold Money in Trust................... 11 Section 2.5. Securityholder Lists.............................................. 11 Section 2.6. Transfer and Exchange............................................. 12 Section 2.7. Replacement Securities............................................ 14 Section 2.8. Outstanding Securities; Determinations of Holders' Action......... 15 Section 2.9. Temporary Securities.............................................. 15 Section 2.10. Cancellation...................................................... 16 Section 2.11. Persons Deemed Owners............................................. 16 Section 2.12. Global Securities................................................. 16 Section 2.13. CUSIP Numbers..................................................... 20 Section 2.14. Ranking........................................................... 21 Section 2.15. Regulation S Restrictions on Transfer............................. 21 ARTICLE III REDEMPTION AND PURCHASES Section 3.1. Company's Right To Redeem; Notices to Trustee..................... 21 Section 3.2. Selection of Securities To Be Redeemed............................ 21 Section 3.3. Notice of Redemption.............................................. 22 Section 3.4. Effect of Notice of Redemption.................................... 23 Section 3.5. Deposit of Redemption Price....................................... 23

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PAGE TABLE OF CONTENTS (CONTINUED) Section 3.6. Securities Redeemed in Part....................................... 23 Section 3.7. Purchase of Securities by the Company at Option of the Holder..... 23 Section 3.8. Purchase of Securities at Option of the Holder upon a Change of Control................................................. 25 Section 3.9. Effect of Purchase Notice or Change of Control Purchase Notice.... 28 Section 3.10. Deposit of Purchase Price or Change of Control Purchase Price..... 29 Section 3.11. Securities Purchased in Part...................................... 29 Section 3.12. Covenant To Comply with Securities Laws upon Purchase of Securities........................................................ 29 Section 3.13. Repayment to the Company.......................................... 30 ARTICLE IV COVENANTS Section 4.1. Payment of Securities............................................. 30 Section 4.2. SEC and Other Reports............................................. 30 Section 4.3. Compliance Certificate............................................ 31 Section 4.4. Further Instruments and Acts...................................... 31 Section 4.5. Maintenance of Office or Agency................................... 31 Section 4.6. Delivery of Certain Information................................... 31 Section 4.7. Contingent Payment Debt Instrument; Calculation of Original Issue Discount........................................... 31 Section 4.8. Limitation on Sale and Leaseback Transactions..................... 32 Section 4.9. Limitation on Liens............................................... 32 ARTICLE V CONSOLIDATION, MERGER OR SALE Section 5.1. Consolidation, Merger or Sale..................................... 35 Section 5.2. Securities and Indenture To Be Assumed by Successor on Consolidation, Merger or Sale..................................... 36 ARTICLE VI DEFAULTS AND REMEDIES Section 6.1. Events of Default................................................. 37 Section 6.2. Acceleration...................................................... 38 Section 6.3. Other Remedies.................................................... 39

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PAGE TABLE OF CONTENTS (CONTINUED) Section 6.4. Waiver of Past Defaults........................................... 39 Section 6.5. Control by Majority............................................... 39 Section 6.6. Limitation on Suits............................................... 39 Section 6.7. Rights of Holders To Receive Payment.............................. 40 Section 6.8. Collection Suit by Trustee........................................ 40 Section 6.9. Trustee May File Proofs of Claim.................................. 40 Section 6.10. Priorities........................................................ 41 Section 6.11. Undertaking for Costs............................................. 41 Section 6.12. Waiver of Stay, Extension or Usury Laws........................... 41 ARTICLE VII TRUSTEE Section 7.1. Duties of Trustee................................................. 42 Section 7.2. Rights of Trustee................................................. 43 Section 7.3. Individual Rights of Trustee...................................... 44 Section 7.4. Trustee's Disclaimer.............................................. 44 Section 7.5. Notice of Defaults................................................ 44 Section 7.6. Reports by Trustee to Holders..................................... 45 Section 7.7. Compensation and Indemnity........................................ 45 Section 7.8. Replacement of Trustee............................................ 46 Section 7.9. Successor Trustee by Merger....................................... 46 Section 7.10. Eligibility; Disqualification..................................... 46 Section 7.11. Preferential Collection of Claims Against Company................. 47 ARTICLE VIII SATISFACTION AND DISCHARGE OF INDENTURE; DEPOSITED MONEYS AND GOVERNMENT OBLIGATIONS Section 8.1. Covenant Defeasance of Securities................................. 47 Section 8.2. Satisfaction and Discharge of Indenture........................... 48 Section 8.3. Intentionally Omitted............................................. 49 Section 8.4. Application of Trust Moneys....................................... 49 Section 8.5. Repayment to Company.............................................. 49 Section 8.6. Reinstatement..................................................... 49

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PAGE TABLE OF CONTENTS (CONTINUED) ARTICLE IX AMENDMENTS Section 9.1. Without Consent of Holders........................................ 50 Section 9.2. With Consent of Holders........................................... 50 Section 9.3. Compliance with Trust Indenture Act............................... 51 Section 9.4. Revocation and Effect of Consents, Waivers and Actions............ 51 Section 9.5. Notation on or Exchange of Securities............................. 52 Section 9.6. Trustee To Sign Supplemental Indentures........................... 52 Section 9.7. Effect of Supplemental Indentures................................. 52 ARTICLE X CONVERSIONS Section 10.1. Conversion Privilege.............................................. 52 Section 10.2. Conversion Procedure.............................................. 54 Section 10.3. Fractional Shares................................................. 54 Section 10.4. Taxes on Conversion............................................... 55 Section 10.5. Company To Provide Stock.......................................... 55 Section 10.6. Adjustment for Change in Capital Stock............................ 55 Section 10.7. Adjustment for Rights Issue....................................... 56 Section 10.8. Adjustment for Certain Distributions.............................. 57 Section 10.9. Adjustment for All Cash Distribution.............................. 59 Section 10.10. Adjustment for Self Tender Offers................................. 60 Section 10.11. When Adjustment May Be Deferred................................... 61 Section 10.12. When No Adjustment Required....................................... 61 Section 10.13. Notice of Adjustment.............................................. 62 Section 10.14. Voluntary Increase................................................ 62 Section 10.15. Notice of Certain Transactions.................................... 62 Section 10.16. Reorganization of Company; Special Distributions.................. 63 Section 10.17. Company Determination Final....................................... 64 Section 10.18. Trustee's Adjustment Disclaimer................................... 64 Section 10.19. Simultaneous Adjustments.......................................... 64 Section 10.20. Successive Adjustments............................................ 64 Section 10.21. Restriction on Common Stock Issuable upon Conversion.............. 64 ARTICLE XI MISCELLANEOUS Section 11.1. Trust Indenture Act Controls...................................... 65 Section 11.2. Notices........................................................... 65 Section 11.3. Communication by Holders with Other Holders....................... 66 Section 11.4. Certificate and Opinion as to Conditions Precedent................ 66

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PAGE TABLE OF CONTENTS (CONTINUED) Section 11.5. Statements Required in Certificate or Opinion..................... 66 Section 11.6. Separability Clause............................................... 67 Section 11.7. Rules by Trustee, Paying Agent, Conversion Agent and Registrar.... 67 Section 11.8. Legal Holidays.................................................... 67 Section 11.9. GOVERNING LAW..................................................... 67 Section 11.10. No Recourse Against Others........................................ 67 Section 11.11. Successors........................................................ 67 Section 11.12. Multiple Originals................................................ 67

Exhibits - -------- Exhibit A-1 - Form of Global Security Exhibit A-2 - Form of Certificated Security Exhibit B - Transfer Certificate Exhibit C - Form of Restricted Common Stock Legend Exhibit D - Form of Transfer Certificate for Transfer of Restricted Common Stock

Schedules - --------- Schedule A - Projected Payment Schedule

v INDENTURE dated as of August 26, 2002 between HARRIS CORPORATION, a corporation incorporated and existing under the laws of the State of Delaware (the "Company") and THE BANK OF NEW YORK, a New York banking corporation (the "Trustee"). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company's 3.5% Convertible Debentures due 2022: ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1. Definitions. "Affiliate" of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the purposes of this definition, "control" when used with respect to any specified person means the power to direct or cause the direction of the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Applicable Procedures" means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of the Depositary for such Global Security, in each case to the extent applicable to such transaction and as in effect from time to time. "Attributable Debt" means, when used with respect to any sale and leaseback transaction, at the time of determination, the present value (discounted at the rate of interest implicit in the terms of the lease) of the obligation of the lessee for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended). As used in the preceding sentence, "net rental payments" under any lease for any period shall mean the sum of the rental and other payments required to be paid in such period by the lessee thereunder, not including, however, any amounts required to be paid by such lessee (whether or not designated as rental or additional rental) on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges. "Board of Directors" means either the board of directors of the Company or any duly authorized committee of such board. "Business Day" means any day other than a Saturday, a Sunday or a day that in the City of New York, is a day on which banking institutions are authorized or required by law, regulation or executive order to close. "Capital Stock" for any entity means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity. "Certificated Securities" means Securities that are in the form of the Securities attached hereto as Exhibit A-2. "Common Stock" shall mean the shares of common stock, par value $1.00 per share, of the Company existing on the date of this Indenture or any other shares of Capital Stock of the Company into which such common stock shall be reclassified or changed. "Company" means the party named as the "Company" in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any subsequent such successor or successors. "Company Request" or "Company Order" means a written request or order signed in the name of the Company by any two Officers and delivered to the Trustee. "Consolidated Net Worth" means the stockholders' equity of the Company and its consolidated Subsidiaries, as shown on the audited consolidated balance sheet in the Company's latest annual report to stockholders. "Continuing Directors" means, as of any date of determination, any member of the Board of Directors who (i) was a member of such Board of Directors on the date of this Indenture or (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of the proxy statement in which such person is named as a nominee for director, without objection to such nomination). "Corporate Trust Office" means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 101 Barclay Street, Floor 21W, New York, New York 10286, Attention: Corporate Trust Administration, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as a successor Trustee may designate from time to time by notice to the Holders and the Company). "Default" means any event, which is, or after notice or passage of time or both would be, an Event of Default. "Depositary" means, with respect to any Global Security, a clearing agency that is registered as such under the Exchange Act and is designated by the Company to act as Depositary for such Global Security (or any successor securities clearing agency so registered), which shall initially be DTC. "DTC" means the Depositary Trust Company. 2 "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Funded Debt" means all indebtedness issued, incurred, assumed or guaranteed by the Company or a Restricted Subsidiary, or for the payment of which it is otherwise primarily or secondarily liable, maturing by its terms more than one year from the date of the creation thereof or renewable or refundable at the option of the obligor to a date more than one year from the date of the original creation thereof. "Global Securities" means Securities that are in the form of the Securities attached hereto as Exhibit A-1, and that are issued to a Depositary. "Holder" or "Securityholder" means a person in whose name a Security is registered on the Registrar's books. "Indebtedness" means, without duplication, the principal or face amount of (i) all obligations for borrowed money, (ii) all obligations evidenced by debentures, notes or other similar instruments, (iii) all obligations in respect of letters of credit or bankers acceptances or similar instruments (or reimbursement obligations with respect thereto), (iv) all obligations to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (v) all obligations as lessee which are capitalized in accordance with generally accepted accounting principles, and (vi) all Indebtedness of others guaranteed by such person or for which such person is legally responsible or liable (whether by agreement to purchase indebtedness of, or to supply funds or to invest in, others). "Indenture" means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof, including the provisions of the TIA that are deemed to be a part hereof. "Initial Purchasers" means Morgan Stanley & Co. Incorporated, Salomon Smith Barney, Inc., Suntrust Capital Markets, Inc. and Wachovia Securities Inc. "Issue Date" of any Security means the date on which the Security was originally issued or deemed issued as set forth on the face of the Security. "Liquidated Damages Amount" has the meaning specified in the Registration Rights Agreement dated as of August 26, 2002, by and among the Company and the Initial Purchasers. "NYSE" means The New York Stock Exchange. "Officer" means the Chairman of the Board, the Vice Chairman, the President, the Chief Operating Officer, the Chief Financial Officer, any Vice President, the Controller, the Treasurer, and the Secretary. "Officers' Certificate" means a written certificate containing the information specified in Sections 11.4 and 11.5, signed in the name of the Company by any two Officers, and delivered to the Trustee. An Officers' Certificate given pursuant to Section 4.3 shall be signed by an authorized financial or accounting officer of the Company but need not contain the information specified in Sections 11.4 and 11.5. 3 "Opinion of Counsel" means a written opinion containing the information specified in Sections 11.4 and 11.5, from legal counsel. The counsel may be an employee of, or counsel to, the Company. "person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof. "Principal Property" means any manufacturing plant located within the United States of America (other than its territories or possessions) and owned or leased by the Company or any Subsidiary, except any such plant that, in the opinion of the Board of Directors of the Company, is not of material importance to the business conducted by the Company and its Subsidiaries, taken as a whole. "Redemption Date" or "redemption date" shall mean the date specified in a notice of redemption on which the Securities may be redeemed in accordance with the terms of the Securities and this Indenture. "Redemption Price" or "redemption price" shall have the meaning set forth in Paragraph 5 of the Securities. "Responsible Officer" shall mean, when used with respect to the Trustee, any officer within the corporate trust administration division of the Trustee having direct responsibility for the administration of this Indenture, including, without limitation, any vice president, assistant vice president, assistant treasurer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. "Restricted Common Stock Legend" means the legend labeled as such and that is set forth in Exhibit C hereto. "Restricted Security" means a Security required to bear the restrictive legend set forth in the form of Security set forth in Exhibits A-1 and A-2 of this Indenture. "Restricted Subsidiary" means any Subsidiary that owns or leases a Principal Property. "Rule 144A" means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time. "Sale Price" of the shares of Common Stock on any date means the closing per share sale price (or, if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average asked prices) on such date as reported on the NYSE or, if the shares of Common Stock are not listed on the NYSE, as reported by the National Association of Securities Dealers Automated Quotation system. In the absence of such quotations, the Company shall be entitled to determine the sales price on the basis of such quotations as it considers appropriate. 4 "SEC" means the Securities and Exchange Commission. "Securities" means any of the Company's 3.5% Convertible Debentures due 2022, as amended or supplemented from time to time, issued under this Indenture. "Securities Act" means the Securities Act of 1933, as amended. "Shelf Registration Statement" shall have the meaning set forth in the Registration Rights Agreement dated as of August 26, 2002, by and among the Company and the Initial Purchasers. "Stated Maturity," when used with respect to any Security, means August 15, 2022. "Subsidiary" means any corporation of which the Company, or the Company and one or more Subsidiaries, or any one or more Subsidiaries, directly or indirectly own at the time (i) more than fifty per cent (50%) of the outstanding capital stock having under ordinary circumstances (not dependent upon the happening of a contingency) voting power in the election of members of the board of directors, managers or trustees of said corporation, and (ii) securities having at such time voting power to elect at least a majority of the members of the board of directors, managers or trustees of said corporation. "TIA" means the Trust Indenture Act of 1939 as in effect on the date of this Indenture, provided, however, that in the event the TIA is amended after such date, TIA means, to the extent required by any such amendment, the TIA as so amended. "trading day" means a day during which trading in securities generally occurs on the NYSE or, if the Common Stock is not listed on the NYSE, on the principal other national or regional securities exchange on which the Common Stock then is listed or, if the Common Stock is not listed on a national or regional securities exchange, on the National Association of Securities Dealers Automated Quotation System or, if the Common Stock is not quoted on the National Association of Securities Dealers Automated Quotation System, on the principal other market on which the Common Stock is then traded. "Trustee" means the party named as the "Trustee" in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any subsequent such successor or successors. "Vice President," when used with respect to the Company, means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president." "Wholly-owned Restricted Subsidiary" means a Restricted Subsidiary all of the outstanding capital stock of which, other than directors' qualifying shares, and all of the Funded Debt of which, shall at the time be owned by the Company or by one or more Wholly-owned Restricted Subsidiaries, or by the Company in conjunction with one or more Wholly-owned Restricted Subsidiaries. 5 Section 1.2. Other Definitions

Term: Defined in Section: "Act"..................................................... 1.5 "additional lien"......................................... 5.1 "Agent Members"........................................... 2.12(e) "Average Sale Price"...................................... 10.1 "beneficial owner"........................................ 3.8(a) "Change of Control"....................................... 3.8(a) "Change of Control Purchase Date"......................... 3.8(a) "Change of Control Purchase Notice"....................... 3.8(b) "Change of Control Purchase Price"........................ 3.8(a) "Clearstream"............................................. 2.1(a) "Company Notice".......................................... 3.7(b) "comparable yield"........................................ 4.7 "Conversion Agent"........................................ 2.3 "Conversion Date"......................................... 10.2 "Conversion Price"........................................ 10.1 "Conversion Rate"......................................... 10.1 "Euroclear"............................................... 2.1(a) "Event of Default"........................................ 6.1 "Ex-Dividend Time"........................................ 10.1 "Expiration Time"......................................... 10.10 "fair market value"....................................... 10.1 "Government Contracts".................................... 4.9(h) "Government Obligations".................................. 8.1 "Interest Payment Date"................................... Exhibit A-1 "Legal Holiday"........................................... 11.8 "Legend".................................................. 2.6(f) "Moody's"................................................. Exhibit A-1 "Notice of Default"....................................... 6.1 "Paying Agent"............................................ 2.3 "projected payment schedule".............................. 4.7 "Purchase Date"........................................... 3.7(a) "Purchase Notice"......................................... 3.7(a) "Purchase Price".......................................... 3.7(a) "Purchased Shares"........................................ 10.10 "QIB"..................................................... 2.1(a) "Registrar"............................................... 2.3 "Regular Record Date"..................................... Exhibit A-1 "Regulation S"............................................ 2.1(a) "Reset Date".............................................. Exhibit A-1 "Rule 144A"............................................... 2.1(a) "Rule 144A Information"................................... 4.6 "S&P"..................................................... Exhibit A-1 "Spin-off"................................................ 10.8

6

Term: Defined in Section: "Time of Determination"................................... 10.1 "transfer"................................................ 2.12(d) "Voting Stock"............................................ 3.8(a)

Section 1.3. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: "Commission" means the SEC. "indenture securities" means the Securities. "indenture securityholder" means a Securityholder. "indenture to be qualified" means this Indenture. "indenture trustee" or "institutional trustee" means the Trustee. "obligor" on the indenture securities means the Company. All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions. Section 1.4. Rules of Construction Unless the context otherwise requires: (1) a term has the meaning assigned to it; (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect in the United States from time to time; (3) "or" is not exclusive; (4) "including" means including, without limitation; and (5) words in the singular include the plural, and words in the plural include the singular. Section 1.5. 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 7 thereby) are herein sometimes referred to as the "Act" of Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.1) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 1.5. (b) The fact and date of the execution by any person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution thereof. Where such execution is by a signer acting in a capacity other than such signer's individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer's authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient. (c) The ownership of Securities shall be proved by the register for the Securities. (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. (e) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a resolution of the Board of Directors, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Securities shall be computed as of such record date; provided, however, that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. ARTICLE II THE SECURITIES Section 2.1. Form and Dating. The Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibits A-1 and A-2, which are a part of this Indenture. To the extent any provisions of the Securities and this Indenture are in conflict, the provisions of this Indenture shall control. The Securities may have notations, legends or 8 endorsements required by law, stock exchange rule or usage (provided that any such notation, legend or endorsement required by usage is in a form acceptable to the Company). The Company shall provide any such notations, legends or endorsements to the Trustee in writing. Each Security shall be dated the date of its authentication. (a) 144A/ Regulation S Global Securities. The Securities are being offered and sold (i) in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) to "qualified institutional buyers" as defined in Rule 144A ("QIBs") in reliance on Rule 144A under the Securities Act ("Rule 144A"), and shall be issued in the form of one or more permanent Global Securities substantially in the form of Exhibit A-1. Such Global Securities shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee at its Corporate Trust Office, as custodian for the Depositary, registered in the name of the Depositary or a nominee of the Depositary for the accounts of participants in the Depositary (and, in the case of Securities held in accordance with Regulation S, registered with the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Clearstream Banking, societe anonyme ("Clearstream")), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. (b) Global Securities in General. Each Global Security shall represent such of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions, repurchases and conversions. Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.12 hereof and shall be made on the records of the Trustee and the Depositary. (c) Book-Entry Provisions. This Section 2.1(c) shall apply only to Global Securities deposited with or on behalf of the Depositary. The Company shall execute and the Trustee shall, in accordance with this Section 2.1(c), authenticate and deliver initially one or more Global Securities that (a) shall be registered in the name of the Depositary, (b) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instructions and (c) shall bear legends substantially to the following effect: "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN 9 AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF." (d) Certificated Securities. In the event that the Securities are issued as Certificated Securities, including pursuant to Section 2.12(a)(ii), such Securities will be issued substantially in the form of Exhibit A-2 attached hereto. Section 2.2. Execution and Authentication. The Securities shall be executed on behalf of the Company by any Officer. The signature of the Officer on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at the time of the execution of the Securities Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of authentication of such Securities. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Trustee shall authenticate and deliver the Securities for original issue in an aggregate principal amount of up to $150,000,000 upon one or more Company Orders without any further action by the Company. The aggregate principal amount of the Securities due at the Stated Maturity thereof outstanding at any time may not exceed the amount set forth in the foregoing sentence, except as provided in Section 2.7. The Securities shall be issued only in registered form without coupons and only in denominations of $1,000 of principal amount and any integral multiple thereof. 10 Section 2.3. Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange ("Registrar"), an office or agency where Securities may be presented for purchase or payment ("Paying Agent") and an office or agency where Securities may be presented for conversion ("Conversion Agent"). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-registrars, one or more additional Paying Agents and one or more additional conversion agents. The term Paying Agent includes any additional Paying Agent, including any named pursuant to Section 4.5. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.5. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (that is not also the Trustee). The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or co-registrar. The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Securities. Section 2.4. Paying Agent and Trustee To Hold Money in Trust. Except as otherwise provided herein, on or prior to each due date of payments in respect of any Security, the Company shall deposit with the Paying Agent a sum of money (in immediately available funds if deposited on the due date) sufficient to make such payments when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the making of payments in respect of the Securities and shall notify the Trustee of any default by the Company in making any such payment. At any time during the continuance of any such default, the Paying Agent shall, upon the written request of the Trustee, forthwith pay to the Trustee all money so held in trust. If the Company, a Subsidiary or an Affiliate of either of them acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by it. Upon doing so, the Paying Agent shall have no further liability for the money. The Trustee and the Paying Agent shall return to the Company any money held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person. Section 2.5. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Company shall cause the Registrar to 11 furnish to the Trustee at least semiannually on January 15 and July 15 a listing of Securityholders dated within 15 days of the date on which the list is furnished and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders. Section 2.6. Transfer and Exchange. (a) Subject to Section 2.12 hereof, upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.3, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities, which the Holder making the exchange is entitled to receive. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or any Securities in respect of which a Purchase Notice or Change of Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Securities for a period of 15 days before the selection of Securities to be redeemed in part. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Security, in whole or in part, shall be made only in accordance with Section 2.12 and this Section 2.6(b); provided, however, that beneficial interests in a Global Security may be transferred to persons who take delivery thereof in the form of a beneficial interest in the Global Security in accordance 12 with the transfer restrictions set forth under the heading "Notice to Investors" in the offering memorandum relating to the Securities dated August 20, 2002 and, if applicable, in the Legend. Except for transfers or exchanges made in accordance with Section 2.12, transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. In the event that a Global Security is exchanged for Securities in definitive form pursuant to Section 2.12 prior to the effectiveness of a Shelf Registration Statement with respect to such Securities, such exchange may occur, and such Securities may be further exchanged or transferred, only upon receipt by the Registrar of (1) such Global Security or such Securities in definitive form, duly endorsed as provided herein, as applicable, (2) instructions from the holder directing the Trustee to authenticate and deliver one or more Securities in definitive form of the same aggregate principal amount as the Global Security or the Securities in definitive form (or portion thereof), as applicable, to be transferred, such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or denominations of the Securities in definitive form to be so issued and appropriate delivery instructions, and (3) such certifications or other information and, in the case of transfers pursuant to Rule 144 under the Securities Act, legal opinions as the Company may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S under the Securities Act, as the case may be), and upon compliance with such other procedures as may from time to time be adopted by the Company and the Registrar. (c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities. (d) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be made. (f) Except for transfers in connection with a Shelf Registration Statement, if Securities are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the forms of Security attached hereto as Exhibits A-1 and A-2 setting forth such restrictions (collectively, the "Legend"), or if a request is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence (which in the case of a transfer pursuant to Rule 144 under the Securities Act may include a legal opinion), as may be reasonably required by the Company and the Registrar, that neither the Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Regulation S 13 or Rule 144 under the Securities Act or that such Securities are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee and Registrar of the sale of such Security pursuant to a registration statement that is effective at the time of such sale, the Trustee, at the written direction of the Company, shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by the Company or an Affiliate of the Company, the Legend shall be reinstated. (g) Anything to the contrary herein notwithstanding, the Company and the Trustee may impose such transfer, certification, exchange or other requirements, and require such restrictive legends on certificates evidencing the Securities, as (i) they may determine are necessary to ensure compliance with the securities laws of the United States and the states therein and any other applicable laws, (ii) to ensure that the Shelf Registration Statement or amendment covering the Securities or shares of Common Stock to be issued upon conversion of the Securities is declared effective by the Commission or (iii) as the Depositary may require. Section 2.7. Replacement Securities. If (a) any mutilated Security is surrendered to the Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser as defined in the New York Uniform Commercial Code, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article III hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Securities under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. The provisions of this Section 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 14 Section 2.8. Outstanding Securities; Determinations of Holders' Action Securities outstanding at any time are all the Securities authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.7, those delivered to it for cancellation and those described in this Section 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, waiver or other Act 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, waiver or other Act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and IX). If a Security is replaced pursuant to Section 2.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a protected purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or a Change of Control Purchase Date, or on Stated Maturity, money sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change of Control Purchase Date or Stated Maturity, as the case may be, such Securities shall cease to be outstanding and interest, if any, on such Securities shall cease to accrue; provided, however, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made. If a Security is converted in accordance with Article X, then from and after the Conversion Date, such Security shall cease to be outstanding and interest, if any, shall cease to accrue on such Security. Section 2.9. Temporary Securities Pending the preparation of definitive Securities, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. If temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 2.3, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities the Company shall execute and the Trustee shall authenticate 15 and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations. Until so exchanged the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities. Section 2.10. Cancellation. All Securities surrendered for payment, purchase by the Company pursuant to Article III, conversion, redemption or registration of transfer or exchange shall, if surrendered to any person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. The Company may not issue new Securities to replace Securities it has paid or delivered to the Trustee for cancellation or that any Holder has converted pursuant to Article X. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 2.10, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with the Trustee's customary procedure. Section 2.11. Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name such Security is registered in the records of the Registrar as the owner of such Security for the purpose of receiving payment of principal of the Security or the payment of any Redemption Price, Purchase Price or Change of Control Purchase Price in respect thereof, and interest thereon, for the purpose of conversion and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. Section 2.12. Global Securities. (a) Notwithstanding any other provisions of this Indenture or the Securities, (A) transfers of a Global Security, in whole or in part, shall be made only in accordance with Section 2.6(b) and Section 2.12(a)(i), (B) transfers of a beneficial interest in a Global Security for a Certificated Security shall comply with Section 2.6 and Section 2.12(a)(ii) below, and (C) transfers of a Certificated Security shall comply with Section 2.6 and Sections 2.12(a)(iii) and (iv) below. (i) Transfer of Global Security. A Global Security may not be transferred, in whole or in part, to any person other than the Depositary or one or more nominees or any successor thereof, and no such transfer to any such other person may be registered; provided, however, that this clause (i) shall not prohibit any transfer of a Security that is issued in exchange for a Global Security but is not itself a Global Security. No transfer of a Security to any person shall be effective under this Indenture or the Securities unless and until such Security has been registered in the name of such person. Nothing in this Section 2.12(a)(i) shall prohibit or render ineffective any transfer of a beneficial interest in a Global Security effected in accordance with the other provisions of this Section 2.12(a). (ii) Restrictions on Transfer of a Beneficial Interest in a Global Security for a Certificated Security. A beneficial interest in a Global Security may not be exchanged for a Certificated Security except upon the circumstances contemplated in 16 Section 2.12(e)(1) below and additionally, upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a transfer of a beneficial interest in a Global Security in accordance with Applicable Procedures for a Certificated Security in the form satisfactory to the Trustee, together with: (A) so long as the Securities are Restricted Securities, certification in the form set forth in Exhibit B, (B) written instructions to the Trustee to make, or direct the Registrar to make, an adjustment on its books and records with respect to such Global Security to reflect a decrease in the aggregate principal amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such decrease, and (C) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the Legend, the Trustee shall cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of the Securities represented by the Global Security to be decreased by the aggregate principal amount of the Certificated Security to be issued, shall issue such Certificated Security and shall debit or cause to be debited to the account of the person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Certificated Security so issued. (iii) Transfer and Exchange of Certificated Securities. When Certificated Securities are presented to the Registrar with a request: (y) to register the transfer of such Certificated Securities; or (z) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Certificated Securities surrendered for transfer or exchange: (1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) so long as such Securities are Restricted Securities, such Securities are being transferred or exchanged pursuant to an effective registration statement under the Securities Act or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable: 17 (A) if such Certificated Securities are being transferred to the Company, a certification to that effect; or (B) if such Certificated Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or (C) if such Certificated Securities are being transferred pursuant to an exemption from registration, (i) a certification to that effect (in the form set forth in Exhibit B, if applicable) and (ii) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the Legend. (iv) Restrictions on Transfer of a Certificated Security for a Beneficial Interest in a Global Security. A Certificated Security may not be exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (I) so long as the Securities are Restricted Securities, certification, in the form set forth in Exhibit B, that such Certificated Security is being transferred in accordance with Rule 144A, Regulation S or Rule 144; and (II) written instructions directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Certificated Security and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Securities represented by the Global Security to be increased by the aggregate principal amount of the Certificated Security to be exchanged, and shall credit or cause to be credited to the account of the person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Certificated Security so cancelled. If no Global Securities are then outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order, a new Global Security in the appropriate principal amount. (b) Subject to Section 2.12(c), every Security shall be subject to the restrictions on transfer provided in the Legend. Whenever any Restricted Security is presented or surrendered for registration of transfer or for exchange for a Security registered in a name other than that of the Holder, such Security must be accompanied by a certificate in substantially the form set forth in Exhibit B, dated the date of such surrender and signed by the Holder of such Security, as to compliance with such restrictions on transfer. The Registrar shall not be required to accept for 18 such registration of transfer or exchange any Security not so accompanied by a properly completed certificate. (c) The restrictions imposed by the Legend upon the transferability of any Security shall cease and terminate when such Security has been sold pursuant to an effective registration statement under the Securities Act or transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto) or, if earlier, upon the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision). Any Security as to which such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon a surrender of such Security for exchange to the Registrar in accordance with the provisions of this Section 2.12 (accompanied, in the event that such restrictions on transfer have terminated by reason of a transfer in compliance with Rule 144 or any successor provision, by an opinion of counsel having substantial experience in practice under the Securities Act and otherwise reasonably acceptable to the Company, addressed to the Company and in form acceptable to the Company, to the effect that the transfer of such Security has been made in compliance with Rule 144 or such successor provision), be exchanged for a new Security, of like tenor and aggregate principal amount, which shall not bear the restrictive Legend. The Company shall inform the Trustee of the effective date of any registration statement registering the resale of the Securities under the Securities Act. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned opinion of counsel or registration statement. (d) As used in the Section 2.12(b) and (c), the term "transfer" encompasses any sale, pledge, transfer, loan, hypothecation, or other disposition of any Security. (e) The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities: (1) Notwithstanding any other provisions of this Indenture or the Securities, a Global Security shall not be exchanged in whole or in part for a Security registered in the name of any person other than the Depositary or one or more nominees or any successor thereof; provided, however, that a Global Security may be exchanged for Securities registered in the names of any person designated by the Depositary in the event that (i) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or such Depositary has ceased to be a "clearing agency" registered under the Exchange Act, and a successor Depositary is not appointed by the Company within 90 days, (ii) such Depositary is closed for business for 14 continuous days, (iii) such Depositary announces an intention permanently to cease business or does in fact do so, (iv) an Event of Default has occurred and is continuing with respect to the Securities or (v) the Company in its sole discretion elects not to have the Securities represented by a Global Security and to cause the issuance of Certificated Securities. Any Global Security exchanged pursuant to clause (i), (ii), (iii) or (v) above shall be so exchanged in whole and not in part, and any Global Security exchanged pursuant to clause (iv) above may be exchanged in whole or from time to time in part as directed by the Depositary. Any Security issued in exchange for a Global Security or any portion thereof shall be a Global 19 Security; provided, however, that any such Security so issued that is registered in the name of a person other than the Depositary or a nominee thereof shall not be a Global Security and shall be deemed a Certificated Security. (2) Securities issued in exchange for a Global Security or any portion thereof shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable legends provided for herein. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (3) Subject to the provisions of clause (5) below, the registered Holder may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Indenture or the Securities. (4) In the event of the occurrence of any of the events specified in clause (1) above, the Company will promptly make available to the Trustee a reasonable supply of Certificated Securities in definitive, fully registered form, without interest coupons. (5) Neither any members of, or participants in, the Depositary (collectively, the "Agent Members") nor any other persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Security registered in the name of the Depositary or any nominee thereof, or under any such Global Security, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Security. Section 2.13. CUSIP Numbers. The Company may issue the Securities with one or more "CUSIP", "ISIN" and "CINS" numbers (if then generally in use), and, if so, the Trustee 20 shall use "CUSIP", "ISIN" and "CINS" numbers in notices of redemption as a convenience to Holders; provided, however, 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", "ISIN" and "CINS" numbers. Section 2.14. Ranking. The Indebtedness of the Company arising under or in connection with this Indenture and every outstanding Security issued under this Indenture from time to time constitutes and will constitute an unsubordinated unsecured obligation of the Company, ranking equally with other existing and future unsubordinated unsecured Indebtedness of the Company. Section 2.15. Regulation S Restrictions on Transfer. The Company agrees that it will refuse to register any transfer of Securities or any shares of Common Stock issued upon conversion of Securities that is not made in accordance with the provisions of Regulation S under the Securities Act, pursuant to a registration statement which has been declared effective under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act; provided, however, that the provisions of this paragraph shall not be applicable to any Securities which do not bear a Legend or to any shares of Common Stock evidenced by certificates which do not bear a Restricted Common Stock Legend. ARTICLE III REDEMPTION AND PURCHASES Section 3.1. Company's Right To Redeem; Notices to Trustee. The Company, at its option, may redeem the Securities, in whole or in part, in accordance with the provisions of Paragraph 5 of the Securities. If the Company elects to redeem Securities pursuant to Paragraph 5 of the Securities, it shall notify the Trustee in writing of the Redemption Date, the principal amount of Securities to be redeemed and the Redemption Price. The Company shall give the notice to the Trustee provided for in Section 3.3 by a Company Order, at least 40 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee). Section 3.2. Selection of Securities To Be Redeemed. If less than all the Securities are to be redeemed, unless the procedures of the Depositary provide otherwise, the Trustee shall select the Securities to be redeemed by lot, on a pro rata basis or by another method the Trustee considers fair and appropriate (so long as such method is not prohibited by the rules of any stock exchange on which the Securities are then listed). The Trustee shall make the selection at least 35 days but not more than 60 days before the Redemption Date from outstanding Securities not previously called for redemption. The Trustee may select for redemption portions of the principal amount of Securities that have denominations larger than $1,000. Securities and portions of Securities that the Trustee selects shall be in principal amounts of $1,000 or an integral multiple of $1,000, if less than all of the Securities are being redeemed. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities 21 called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of the Securities to be redeemed. If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities, which have been converted during a selection of Securities to be redeemed, may be treated by the Trustee as outstanding for the purpose of such selection. Section 3.3. Notice of Redemption. At least 30 days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first-class mail, postage prepaid, to each Holder of Securities to be redeemed. The notice shall identify the Securities to be redeemed and shall state: (1) the Redemption Date; (2) the Redemption Price; (3) the Conversion Rate; (4) the name and address of the Paying Agent and Conversion Agent; (5) that Securities called for redemption may be converted at any time before the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due on the Redemption Date, in which case the conversion right shall terminate at the close of business on the date such default is cured and such payment is made; (6) that Holders who want to convert their Securities must satisfy the requirements set forth in Paragraph 8 of the Securities; (7) if fewer than all of the outstanding Securities are to be redeemed, the certificate numbers, if any, and principal amounts of the particular Securities to be redeemed; (8) that, unless the Company defaults in making payment of such Redemption Price, interest, if any, on Securities called for redemption will cease to accrue on and after the Redemption Date; and (9) the CUSIP, ISIN and CINS number(s) of the Securities. At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at the Company's expense, provided that the Company makes such request at least five Business Days prior to the date by which such notice of redemption must be given to Holders in accordance with this Section 3.3 unless a shorter period is agreed upon by the Trustee. 22 Section 3.4. Effect of Notice of Redemption. Once notice of redemption is given, Securities called for redemption become due and payable on the Redemption Date and at the Redemption Price stated in the notice except for Securities which are converted in accordance with the terms of this Indenture. Upon surrender to the Paying Agent, such Securities shall be paid at the Redemption Price stated in the notice. Section 3.5. Deposit of Redemption Price. Prior to 10:00 a.m. (New York City time), on the Redemption Date, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of them is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the Redemption Price of all Securities to be redeemed on that date other than Securities or portions of Securities called for redemption which on or prior thereto have been delivered by the Company to the Trustee for cancellation or have been converted. The Paying Agent shall as promptly as practicable return to the Company any money not required for that purpose because of conversion of Securities pursuant to Article X. If such money is then held by the Company in trust and is not required for such purpose it shall be discharged from such trust. Section 3.6. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Security in an authorized denomination equal in principal amount to the unredeemed portion of the Security surrendered. Section 3.7. Purchase of Securities by the Company at Option of the Holder. (a) General. Securities shall be purchased by the Company for cash pursuant to Paragraph 7(a) of the Securities at the option of the Holder on August 15, 2007, August 15, 2012 and August 15, 2017 (each, a "Purchase Date"), at 100.0% of the principal amount thereof plus accrued and unpaid interest, if any, to such Purchase Date (the "Purchase Price"). Purchases of Securities hereunder shall be made, at the option of the Holder thereof, upon: (1) delivery to the Paying Agent by the Holder of a written notice of purchase (a "Purchase Notice") during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the relevant Purchase Date until the close of business two Business Days prior to such Purchase Date stating: (A) the certificate number of the Security which the Holder will deliver to be purchased or the appropriate Depositary procedures if Certificated Securities have not been issued, (B) the portion of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof, if less than all of the Securities are being delivered, and (C) that such Security shall be purchased by the Company as of the Purchase Date pursuant to the terms and conditions specified in Paragraph 7 of the Securities and in this Indenture; and 23 (2) delivery of such Security to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 3.7 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice, as determined by the Company. The Company shall purchase from the Holder thereof, pursuant to this Section 3.7, a portion of a Security, only if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.7 shall be consummated by the delivery of the cash to be received by the Holder promptly following the later of the Purchase Date and the time of delivery of the Security. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 3.7(a) shall have the right to withdraw such Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.9. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. (b) Notice of Purchase Option. In connection with any purchase of Securities pursuant to Paragraph 7(a) of the Securities, the Company shall give notice to Holders setting forth information specified in this Section 3.7(b) (the "Company Notice"). The Company Notice shall be sent by first-class mail to the Trustee and each Holder not less than 20 Business Days prior to any Purchase Date. Each Company Notice shall include a form of Purchase Notice to be completed by a Holder and shall state: (1) the Purchase Price and the Conversion Rate; (2) the name and address of the Paying Agent and the Conversion Agent; (3) that Securities as to which a Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article X hereof and Paragraph 8 of the Securities if the applicable Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (4) that Securities must be surrendered to the Paying Agent to collect payment; 24 (5) that the Purchase Price for any security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Purchase Date and the time of surrender of such Security as described in (4); (6) the procedures the Holder must follow to exercise its rights under this Section 3.7 and a brief description of those rights; (7) briefly, the conversion rights of the Securities; (8) the procedures for withdrawing a Purchase Notice; (9) that, unless the Company defaults in making payment on Securities for which a Purchase Notice has been submitted, interest, if any, on such Securities will cease to accrue on the Purchase Date; and (10) the CUSIP, ISIN and CINS number of the Securities. At the Company's request, the Trustee shall give such Company Notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. (c) Procedure upon Purchase. The Company shall deposit cash at the time and in the manner as provided in Section 3.10, sufficient to pay the aggregate Purchase Price of all Securities to be purchased pursuant to this Section 3.7. Section 3.8. Purchase of Securities at Option of the Holder upon a Change of Control. (a) If a Change of Control occurs, the Securities not previously purchased by the Company shall be purchased by the Company, at the option of the Holder thereof, for cash at a purchase price equal to 100.0% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Purchase Price"), as of the date that is 45 days after the date of the notice of Change of Control delivered by the Company (the "Change of Control Purchase Date"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.8(c). A "Change of Control" shall be deemed to have occurred at such time after the Securities are originally issued as any of the following events shall occur: (i) any person acquires beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of the Company's Capital Stock entitling the person to exercise 50% or more of the total voting power of all shares of the Company's Capital Stock that are entitled to vote generally in elections of directors (the "Voting Stock"); or (ii) the Company consolidates or merges with or into any other person, or the Company sells or transfers all or substantially all its properties and assets to another person, other than any transaction: 25 (A) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company's Capital Stock, or (B) pursuant to which the holders of the Company's Voting Stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in the election of directors of the continuing or surviving corporation immediately after the transaction, or (C) which is effected solely to change the Company's jurisdiction of incorporation and results in a reclassification, conversion or exchange of outstanding shares of the Common Stock solely into shares of common stock of the surviving entity; or (iii) the first day on which the Company's Continuing Directors do not constitute a majority of the Board of Directors of the Company (or, if applicable, a successor corporation to the Company). Notwithstanding the foregoing provisions of this Section 3.8, a Change of Control shall not be deemed to have occurred if (A) the Sale Price per share of Common Stock for any five trading days within the period of 10 consecutive trading days ending immediately after the later of a Change of Control or the public announcement of a Change of Control, in the case of a Change of Control relating to an acquisition of Capital Stock, or the period of 10 consecutive trading days ending immediately before a Change of Control, in the case of a Change of Control relating to a merger, consolidation or asset transfer, equals or exceeds 105% of the Conversion Price of the Securities in effect on each of those trading days or (B) all of the consideration (excluding cash payments for fractional shares and cash payments made pursuant to dissenters' appraisal rights) in a merger or consolidation otherwise constituting a Change of Control under clause (i) or clause (ii) above (regardless of whether or not the event described under clause (iii) above also shall have occurred) consists of shares of common stock traded on a national securities exchange or quoted on the Nasdaq National Market (or will be so traded or quoted immediately following the merger or consolidation) and as a result of the merger or consolidation the Securities become convertible solely into such common stock. For purposes of this Section 3.8, (x) whether a person is a "beneficial owner" shall be determined in accordance with Rule 13d-3 under the Exchange Act and (y) "person" includes any syndicate or group that would be deemed to be a "person" under Section 13(d)(3) of the Exchange Act. (b) No later than 30 days after the occurrence of a Change of Control, the Company shall mail a written notice of the Change of Control by first-class mail to the Trustee and to each Holder. The notice shall include a form of written notice of purchase (the "Change of Control Purchase Notice") to be completed by the Holder and shall state: (1) briefly, the events causing a Change of Control and the date of such Change of Control; 26 (2) the date by which the Change of Control Purchase Notice pursuant to this Section 3.8 must be given; (3) the Change of Control Purchase Date; (4) the Change of Control Purchase Price; (5) the name and address of the Paying Agent and the Conversion Agent; (6) the Conversion Rate and any adjustments thereto; (7) that the Securities as to which a Change of Control Purchase Notice has been given may be converted if they are otherwise convertible pursuant to Article X hereof only if the Change of Control Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (8) that the Securities must be surrendered to the Paying Agent to collect payment; (9) that the Change of Control Purchase Price for any Security as to which a Change of Control Purchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Change of Control Purchase Date and the time of surrender of such Security as described in (8); (10) briefly, the procedures the Holder must follow to exercise rights under this Section 3.8; (11) the procedures for withdrawing a Change of Control Purchase Notice; (12) that, unless the Company defaults in making payment of such Change of Control Purchase Price, interest, if any, on Securities surrendered for purchase by the Company will cease to accrue on and after the Change of Control Purchase Date; and (13) the CUSIP, ISIN and CINS number(s) of the Securities. At the Company's request, the Trustee shall give the notice of the Change of Control in the Company's name and at the Company's expense, provided that the Company makes such request at least five Business Days prior to the date by which such notice of the Change of Control must be given to Holders in accordance with this Section 3.8 unless a shorter period is agreed upon by the Trustee. (c) A Holder may exercise its rights specified in Section 3.8(a) upon delivery of a Change of Control Purchase Notice to the Paying Agent at any time on or prior to the 30th day after the date the Company delivers its written Change of Control notice, stating: (1) the certificate number of the Security which the Holder will deliver to be purchased; 27 (2) the portion of the principal amount of the Security which the Holder will deliver to be purchased, which portion, if not the entire amount of the Security, must be $1,000 or an integral multiple thereof; and (3) that such Security shall be purchased pursuant to the terms and conditions specified in Paragraph 7(b) of the Securities. The delivery of such Security to the Paying Agent with the Change of Control Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Change of Control Purchase Price therefor; provided, however, that such Change of Control Purchase Price shall be so paid pursuant to this Section 3.8 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Change of Control Purchase Notice. (d) The Company shall purchase from the Holder thereof, pursuant to this Section 3.8, a portion of a Security only if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.8 shall be consummated by the delivery of the cash to be received by the Holder on the Change of Control Purchase Date. (e) The Paying Agent shall promptly notify the Company of the receipt by it of any Change of Control Purchase Notice. (f) Notwithstanding the foregoing provisions of this Section 3.8, the Company shall not be required to offer to purchase Securities following a Change of Control if a third party makes the offer contemplated by this Section 3.8 in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 3.8 and purchases on the Change of Control Purchase Date all Securities in respect of which a valid Change of Control Purchase Notice was delivered and not withdrawn. Section 3.9. Effect of Purchase Notice or Change of Control Purchase Notice. Upon receipt by the Paying Agent of the Purchase Notice or the Change of Control Purchase Notice specified in Section 3.7(a) or Section 3.8(c), as applicable, the Holder of the Security in respect of which such Purchase Notice or Change of Control Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Change of Control Purchase Notice, as the case may be, is withdrawn as specified in the following paragraph) thereafter be entitled to receive solely the Purchase Price or the Change of Control Purchase Price, as the case may be, in cash, with respect to such Security. Such Purchase Price or Change of Control Purchase Price shall be paid to such Holder, subject to receipts of funds by the Paying Agent, as soon as practicable following the later of (x) the Purchase Date or the Change of Control Purchase Date, as the case may be, with respect to such Security (provided the conditions in Section 3.7(a) or Section 3.8(c), as applicable, have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.7(a) or Section 3.8(c), as applicable. Securities in respect of which a Purchase Notice or Change of Control Purchase Notice has been 28 given by the Holder thereof may not be converted pursuant to Article X hereof on or after the date of the delivery of such Purchase Notice or Change of Control Purchase Notice unless such Purchase Notice or Change of Control Purchase Notice has first been validly withdrawn as specified in the following paragraph. A Purchase Notice or Change of Control Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Purchase Notice or Change of Control Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Purchase Date specifying: (1) the certificate number, if any, of the Security in respect of which such notice of withdrawal is being submitted, (2) the principal amount of the Security with respect to which such notice of withdrawal is being submitted, and (3) the principal amount, if any, of such Security which remains subject to the original Purchase Notice or Change of Control Purchase Notice, as the case may be, and which has been or will be delivered for purchase by the Company. Section 3.10. Deposit of Purchase Price or Change of Control Purchase Price. Prior to 10:00 a.m. (local time in the City of New York) on the Purchase Date or the Change of Control Purchase Date, as the case may be, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.4) an amount of cash (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Purchase Price or Change of Control Purchase Price, as the case may be, of all the Securities or portions thereof which are to be purchased as of the Purchase Date or Change of Control Purchase Date, as the case may be. Section 3.11. Securities Purchased in Part. Any Security which is to be purchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Security so surrendered which is not purchased. Section 3.12. Covenant To Comply with Securities Laws upon Purchase of Securities. When complying with the provisions of Section 3.7 or 3.8 hereof (provided that such offer or purchase constitutes an "issuer tender offer" for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or purchase), the Company shall (i) comply with Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, and (iii) otherwise comply with all Federal 29 and state securities laws so as to permit the rights and obligations under Sections 3.7 and 3.8 to be exercised in the time and in the manner specified in Sections 3.7 and 3.8. Section 3.13. Repayment to the Company. The Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed as provided in Paragraph 12 of the Securities, together with interest, if any, thereon (subject to the provisions of Section 7.1(f)), held by them for the payment of the Purchase Price or Change of Control Purchase Price, as the case may be; provided, however, that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.10 exceeds the aggregate Purchase Price or Change of Control Purchase Price, as the case may be, of the Securities or portions thereof which the Company is obligated to purchase as of the Purchase Date or Change of Control Purchase Date, as the case may be, then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Purchase Date or Change of Control Purchase Date, as the case may be, the Trustee shall return any such excess to the Company together with interest, if any, thereon (subject to the provisions of Section 7.1(f)). ARTICLE IV COVENANTS Section 4.1. Payment of Securities. The Company shall promptly make all payments in respect of the Securities on the dates and in the manner provided in the Securities or pursuant to this Indenture. Any amounts of cash to be given to the Trustee or Paying Agent, shall be deposited with the Trustee or Paying Agent by 10:00 a.m. New York City time by the Company. Principal amount, Redemption Price, Purchase Price, Change of Control Purchase Price and interest, if any, shall be considered paid on the applicable date due if on such date the Trustee or the Paying Agent holds, in accordance with this Indenture, cash sufficient to pay all such amounts then due. Section 4.2. SEC and Other Reports. The Company shall file with the Trustee, within 15 days after it files such annual and quarterly reports, information, documents and other reports with the SEC, copies of its annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall continue to provide the Trustee with reports containing substantially the same information as would have been required to be filed with the SEC had the Company continued to have been subject to such reporting requirements. In such event, such reports shall be provided at the times the Company would have been required to provide reports had it continued to have been subject to such reporting requirements. The Company also shall comply with the other provisions of TIA Section 314(a). 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 conclusively on Officers' Certificates). 30 Section 4.3. Compliance Certificate The Company shall deliver to the Trustee within 105 days after the end of each fiscal year of the Company (beginning with the fiscal year ending on June 27, 2003) an Officers' Certificate, stating whether or not to the best knowledge of the signers thereof, the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. Section 4.4. Further Instruments and Acts The Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture. Section 4.5. Maintenance of Office or Agency The Company will maintain in the Borough of Manhattan, the City of New York, an office or agency of the Trustee, Registrar, Paying Agent and Conversion Agent where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer, exchange, purchase, redemption or conversion and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The office of The Bank of New York, 101 Barclay Street, Floor 8W, New York, New York 10286 (Attention: Corporate Trust Administration), shall initially be such office or agency for all of the aforesaid purposes. The Company shall give prompt written notice to the Trustee of the location, and of any change in the location, of any such office or agency (other than a change in the location of the office of the Trustee). If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 11.2. The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York, for such purposes. Section 4.6. Delivery of Certain Information. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act or upon the request of a Holder or any beneficial owner of Securities or holder or beneficial owner of shares of Common Stock issued upon conversion thereof, the Company will promptly furnish or cause to be furnished Rule 144A Information to such Holder or any beneficial owner of Securities or holder or beneficial owner of shares of Common Stock issued upon conversion of a Security, or to a prospective purchaser of any such security designated by any such holder, as the case may be, to the extent required to permit compliance by such Holder or holder with Rule 144A under the Securities Act in connection with the resale of any such security. "Rule 144A Information" shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act. Whether a person is a beneficial owner shall be determined by the Company to the Company's reasonable satisfaction. Section 4.7. Contingent Payment Debt Instrument; Calculation of Original Issue Discount. The Company and each Holder will be deemed to have agreed (i) that for United 31 States federal income tax purposes the Securities will be treated as indebtedness subject to the Treasury regulations governing contingent payment debt instruments, (ii) that the Holders will report original issue discount and interest on the Securities in accordance with the Company's determination of both the "comparable yield" and the "projected payment schedule" (each within the meaning of the Treasury regulations governing contingent payment debt instruments) and (iii) to be bound by the Company's application of the Treasury regulations that govern contingent payment debt instruments. For this purpose, the "comparable yield" for the Securities is 7.75% compounded semi-annually and the "projected payment schedule" is attached as Schedule A hereto. The Company shall file with the Trustee no later than the end of each calendar year or at any other time as the Trustee may request (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 4.8. Limitation on Sale and Leaseback Transactions. So long as any of the Securities shall be outstanding, the Company will not, and will not permit any Restricted Subsidiary to, sell or transfer (other than to the Company or a Wholly-owned Restricted Subsidiary) any Principal Property, whether owned at the date of this Indenture or hereafter acquired, which has been in full operation for more than 120 days prior to such sale or transfer, with the intention of entering into a lease of such Principal Property (except for a lease for a term, including any renewal thereof, of not more than three years), if after giving effect thereto the Attributable Debt in respect of all such sale and leaseback transactions involving Principal Properties shall be in excess of five percent (5%) of Consolidated Net Worth. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may sell any Principal Property and lease it back if the net proceeds of such sale are at least equal to the fair value of such property as determined by the Board of Directors of the Company and within 120 days of such sale (a) the Company redeems (if permitted by the terms of outstanding Securities), at the principal amount thereof together with accrued interest to the date fixed for redemption, such outstanding Securities in an aggregate principal amount equal to such net proceeds, or (b) the Company or a Restricted Subsidiary repays other Funded Debt in an aggregate principal amount equal to such net proceeds, or (c) the Company delivers to the Trustee, for cancellation, outstanding Securities uncanceled and in transferable form, in an aggregate principal amount equal to such net proceeds, or (d) the Company applies such net proceeds to the purchase of properties, facilities or equipment to be used for general operating purposes. Section 4.9. Limitation on Liens. Except as in this Section 4.9 expressly permitted, so long as any of the Securities shall be outstanding, the Company will not at any time directly or indirectly create, incur, assume or suffer to exist, and will not suffer or permit any Restricted Subsidiary to create, incur, assume or suffer to exist, except in favor of the Company or another Restricted Subsidiary, any mortgage, pledge or other lien or encumbrance of or upon any Principal Property or any shares of capital stock or indebtedness of any Restricted Subsidiary, whether owned at the date of this Indenture or hereafter acquired, or of or upon any income or profits therefrom, if after giving effect thereto (but not to any mortgages, pledges, liens or encumbrances described in clauses (a) through (j) below) the aggregate principal amount of 32 indebtedness secured by mortgages, pledges, liens or other encumbrances upon the property of the Company and its Restricted Subsidiaries shall be in excess of five percent (5%) of Consolidated Net Worth, without making effective provision (and the Company covenants that in any such case it will make or cause to be made effective provision) whereby all Securities then outstanding will be secured by such mortgage, pledge, lien or encumbrance equally and ratably with (or prior to) any and all obligations, indebtedness or claims secured by such mortgage, pledge, lien or encumbrance, so long as any such other obligations, indebtedness or claims shall be so secured. Nothing in this Section 4.9 shall be construed to prevent the Company or any Restricted Subsidiary, without so securing the Securities, from creating, assuming or suffering to exist the following mortgages, pledges, liens or encumbrances: (a) The following mortgages and liens in connection with the acquisition of property hereafter acquired: (i) (A) any purchase money mortgage or other purchase money lien on any Principal Property hereafter acquired, including conditional sales and other title retention agreements; or (B) any mortgage or other lien on property hereafter acquired, constructed or improved created as security for moneys borrowed (at the time of or within 120 days after the purchase, construction or improvement of such property) to provide funds for the purchase, construction or improvement of such property, or (C) any mortgage or other lien on any property hereafter acquired which exists at the time of the acquisition thereof and which was not created in connection with or in contemplation of such acquisition; provided in each case that (x) such mortgage or other lien is limited to such acquired property (and accretions thereto) or, in the case of construction or improvements, any theretofore unimproved real property, and (y) the aggregate amount of the obligations, indebtedness or claims secured by such mortgage or other lien does not exceed the cost to the Company or such Restricted Subsidiary of such acquired property or the value thereof at the time of acquisition, as determined by the Board of Directors, whichever be the lower; (ii) any mortgage or other lien created in connection with the refunding, renewal or extension of any obligations, indebtedness or claims secured by a mortgage or lien mentioned in the foregoing clause (i) which is limited to the same property; provided that the aggregate amount of the obligations, indebtedness or claims secured by such refunding, renewal or extended mortgage or other lien does not exceed the aggregate amount thereof secured by the mortgage or other lien so refunded, renewed or extended and outstanding at the time of such refunding, renewal or extension; or (iii) any mortgage or other lien to which property hereafter acquired shall be subject at the time of acquisition, if the payment of the indebtedness secured thereby or interest thereon will not become, by assumption or otherwise, a personal obligation of the Company or a Restricted Subsidiary; 33 (b) mechanics', materialmen's, carriers' or other like liens, and pledges or deposits made in the ordinary course of business to obtain the release of any such liens or the release of property in the possession of a common carrier; good faith deposits in connection with tenders, leases of real estate or bids or contracts (other than contracts for the borrowing of money); pledges or deposits to secure public or statutory obligations; deposits to secure (or in lieu of) surety, stay, appeal or customs bonds; and deposits to secure the payment of taxes, assessments, customs duties or other similar charges; (c) any lien arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation, which is required by law or governmental regulation as a condition to the transaction of any business, or the exercise of any privilege or license, or to enable the Company or a Restricted Subsidiary to maintain self-insurance or to participate in any arrangements established by law to cover any insurance risks or in connection with workers' compensation, unemployment insurance, old age pensions, social security or similar matters; (d) the liens of taxes or assessments not at the time due, or the liens of taxes or assessments already due but the validity of which is being contested in good faith and against which adequate reserves have been established; (e) judgment liens, so long as the finality of such judgment is being contested in good faith and execution thereon is stayed; (f) easements or similar encumbrances, the existence of which does not impair the use of the property subject thereto for the purposes for which it is held or was acquired; (g) leases and landlords' liens on fixtures and movable property located on premises leased in the ordinary course of business, so long as the rent secured thereby is not in default; (h) liens, pledges or deposits made in connection with contracts with or made at the request of any government or any department or agency thereof or made with any prime contractor or subcontractor of any tier in connection with the furnishing of services or property to any government or any department or agency thereof (hereinafter referred to as "Government Contracts") insofar as such liens, pledges or deposits relate to property manufactured, installed, constructed, acquired or to be supplied by, or property furnished to, the Company or a Restricted Subsidiary pursuant to, or to enable the performance of, such Government Contracts, or property the manufacture, installation, construction or acquisition of which any government or any department or agency thereof finances or guarantees the financing of, pursuant to, or to enable the performance of, such Government Contracts; or deposits or liens, made pursuant to such Government Contracts, of or upon moneys advanced or paid pursuant to, or in accordance with the provisions of, such Government Contracts, or of or upon any materials or supplies acquired for the purpose of the performance of such Government Contracts; or the assignment or pledge to any person, firm or corporation, to the extent permitted by law, 34 of the right, title and interest of the Company or a Restricted Subsidiary in and to any Government Contract, or in and to any payments due or to become due thereunder, to secure indebtedness incurred and owing to such person, firm or corporation for funds or other property supplied, constructed or installed for or in connection with the performance by the Company or such Restricted Subsidiary of its obligations under such Government Contract; (i) any mortgage or other lien securing indebtedness of a corporation which is a successor to the Company to the extent permitted by Article V or securing indebtedness of a Restricted Subsidiary outstanding at the time it became a Subsidiary (provided that such mortgage or other lien was not created in connection with or in contemplation of the acquisition of such Restricted Subsidiary), and any mortgage or other lien created in connection with the refunding, renewal or extension of such indebtedness which is limited to the same property, provided that the amount of the indebtedness secured by such refunding, renewal or extended mortgage or other lien does not exceed the amount of indebtedness secured by the mortgage or other lien to be refunded, renewed or extended and outstanding at the time of such refunding, renewal or extension; and (j) any mortgage or other lien in favor of the United States of America or any State thereof, or political subdivision of the United States of America or any State thereof, or any department, agency or instrumentality of the United States of America or any State thereof or any such political subdivision, to secure indebtedness incurred for the purpose of financing the acquisition, construction or improvement of all or any part of the property subject to such mortgage or other lien, and any mortgage or other lien created in connection with the refunding, renewal or extension of such indebtedness which is limited to the same property, provided that the amount of the indebtedness secured by such refunding, renewal or extended mortgage or other lien does not exceed the amount of indebtedness secured by the mortgage or other lien to be refunded, renewed or extended and outstanding at the time of such refunding, renewal or extension. ARTICLE V CONSOLIDATION, MERGER OR SALE Section 5.1. Consolidation, Merger or Sale. The Company covenants and agrees that it will not, in a single transaction or a series of related transactions, consolidate or merge with or into any other person, or sell or transfer all or substantially all of its property and assets to any other person, unless (a) the person formed by or resulting from any such consolidation or merger, or which shall have received the transfer of all or substantially all of the property and assets of the Company, shall assume the due and punctual performance and observance of all of the covenants and conditions to be performed or observed by the Company hereunder, (b) the Company, such person or such successor person, as the case may be, shall not, immediately after such consolidation, merger, sale or transfer, be in default in the performance of any such covenant or condition, and (c) if, upon such consolidation, merger, sale or transfer becoming effective any of the property or assets of the Company would become or be subject to any mortgage or other lien (an "additional lien"), other than liens existing thereon prior thereto and 35 liens permitted under the first paragraph and clauses (a) through (h) and (j) of the second paragraph of Section 4.9, then (x) prior to such consolidation, merger, sale or transfer all of the Securities at the time outstanding shall be directly secured (equally and ratably with any other indebtedness of the Company then entitled thereto) by a mortgage or other lien ranking prior to such additional lien, in form satisfactory to the Trustee, on all of the property and assets of the Company, and accretions thereto, which would upon such consolidation, merger, sale or transfer become subject to such additional lien, such mortgage or other lien securing the Securities to be effective for so long as such property and assets shall remain subject to such additional lien, or (y) the Company makes effective provision whereby all Securities outstanding immediately after such consolidation, merger, sale or transfer will be directly secured by a mortgage or other lien in form satisfactory to the Trustee equally and ratably with (or prior to) any and all obligations, indebtedness and claims secured by such additional lien, upon such property and assets of the Company (or the person resulting from or surviving such consolidation or merger, if not the Company, or the person to which such sale or transfer shall have been made, as the case may be) as are subject to such additional lien, such mortgage or other lien securing the Securities to be effective for so long as such property and assets shall remain subject to such additional lien. Subject to the provisions of Section 7.1, the Trustee shall receive an Opinion of Counsel as conclusive evidence that the instrument or instruments evidencing any mortgage and pledge referred to above comply with the foregoing conditions and provisions of this Section 5.1. Section 5.2. Securities and Indenture To Be Assumed by Successor on Consolidation, Merger or Sale. Subject to the provisions of Section 5.1, nothing in this Indenture shall prevent any consolidation or merger of the Company with or into any other person, or any sale, or transfer of all or substantially all of the property and assets of the Company to any other person lawfully entitled to acquire the same; provided, however, and the Company covenants and agrees, that any such consolidation, merger, sale, or transfer shall be upon the condition that the due and punctual payment of the principal, premium, if any, and interest of all the Securities according to their tenor, and the due and punctual performance and observance of all the terms, covenants and conditions of the Indenture to be kept or performed by the Company shall, by an indenture supplemental hereto, executed and delivered to the Trustee, be assumed by the person formed by or resulting from any such consolidation or merger (provided that no such supplemental indenture shall be required if the Company is the surviving person upon the consolidation or merger), or which shall have received the transfer of all or substantially all of the property and assets of the Company, just as fully and effectually as if such successor person had been the original party of the first part hereto. Every such successor person upon executing an indenture supplemental hereto, as provided in this Section 5.2, in form satisfactory to the Trustee, shall succeed to and be substituted for the Company with the same effect as if it had been named herein as party of the first part hereto; and any order, certificate, statement, request, instructions, advice or resolutions of the Board of Directors or officers of the Company provided for in this Indenture may be made by like officials of such successor person. In case of any such consolidation, merger, sale, or transfer such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. 36 In the event of any such sale or transfer (other than a transfer by way of lease), the Company or any successor person which shall theretofore have become such in the manner described in this Article V shall be discharged from all obligations and covenants under this Indenture and the Securities. Subject to the provisions of Section 7.1, the Trustee may receive an Opinion of Counsel as conclusive evidence that any such indenture supplemental hereto complies with the foregoing conditions and provisions of this Section 5.2. This Section 5.2 shall be applicable to successive consolidations or mergers to which the Company (including any successor) is a party and to successive sales or transfers by the Company (including any successor). ARTICLE VI DEFAULTS AND REMEDIES Section 6.1. Events of Default. An "Event of Default" occurs if: (1) The Company defaults in the payment of the principal amount plus accrued and unpaid interest on any Security when the same becomes due and payable at its Stated Maturity, upon redemption, upon declaration, when due for purchase by the Company (including pursuant to Section 3.7 or 3.8) or otherwise; or (2) the Company defaults in the payment of any interest or Liquidated Damages Amounts when due and payable, and continuance of such default for a period of 30 days; or (3) the Company fails to deliver the shares of Common Stock upon an appropriate election by Holders to convert the Securities into shares of Common Stock, and continuance of such default for a period of 10 Business Days; or (4) the Company fails to comply in any material respect with any of its agreements or covenants in the Securities or this Indenture (other than those referred to in clause (1), (2) or (3) above) and such failure continues for 90 days after receipt by the Company of a Notice of Default; or (5) the Company fails to provide timely notice of any Change of Control in accordance with Section 3.8(b); (6) a default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company, whether such indebtedness exists on the date of this Indenture or is created thereafter, which default either (A) is caused by a failure to pay when due any principal of such indebtedness the principal amount of which, together with the principal amount of any other such indebtedness under which there is a payment default, aggregates $25,000,000 or more within the grace period provided for in such indebtedness, which failure continues beyond any applicable grace period or (B) results in such indebtedness becoming or being declared due and payable 37 prior to the date on which it would otherwise become due and payable, and such payment default is not cured or such acceleration is not rescinded or annulled within 10 days after receipt by the Company of a Notice of Default; or (7) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company as bankrupt or insolvent, or approving as properly filed a petition by one or more persons other than the Company seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official for the Company or for all or substantially all of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or (8) the commencement by the Company of a case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in a case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of all or substantially all of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action. A Default under clause (4) and (6) above is not an Event of Default until the Trustee notifies the Company, or the Holders of at least 25% in aggregate principal amount of the Securities at the time outstanding notify the Company and the Trustee, of the Default and the Company does not cure such Default (and such Default is not waived) within the time specified in clause (4) or (6) above after actual receipt of such notice. Any such notice must specify the Default, demand that it be remedied and state that such notice is a "Notice of Default". The Company shall deliver to the Trustee, within 30 days after it becomes aware of the occurrence thereof, written notice of any Event of Default under clause (5), (7) or (8) above or any event described in clause (4) or (6) which would become an Event of Default upon the passage of time specified in such clause (4) or (6) following a Notice of Default, its status and what action the Company is taking or proposes to take with respect thereto. Section 6.2. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.1(7) or (8)) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities at the time outstanding by notice to the Company and the Trustee, may declare the principal amount plus accrued and unpaid interest, if any, on all the Securities to be immediately due and payable. 38 Upon such a declaration, such accelerated amount shall be due and payable immediately. If an Event of Default specified in Section 6.1(7) or (8) occurs and is continuing, the principal amount plus accrued and unpaid interest, if any, on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Securityholders. The Holders of a majority in aggregate principal amount of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the principal amount plus accrued and unpaid interest, if any, that have become due solely as a result of acceleration and if all amounts due to the Trustee under Section 7.7 have been paid. No such rescission shall affect any subsequent Default or impair any right consequent thereto. Section 6.3. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of the principal amount plus accrued and unpaid interest, if any, on the Securities or to enforce the performance of any provision of the Securities or this Indenture. The Trustee may maintain a proceeding even if the Trustee does not possess any of the Securities or does not produce any of the Securities in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of, or acquiescence in, the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. Section 6.4. Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder), may waive an existing Default and its consequences except (a) an Event of Default described in Section 6.1(1), (2), or (3) or (b) a Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Securityholder affected. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. This Section 6.4 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) is hereby expressly excluded from this Indenture, as permitted by the TIA. Section 6.5. Control by Majority. The Holders of a majority in aggregate principal amount of the Securities at the time outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines in good faith is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability unless the Trustee is offered indemnity satisfactory to it. This Section 6.5 shall be in lieu of Section 316(a)(1)(A) of the TIA and such Section 316(a)(1)(A) is hereby expressly excluded from this Indenture, as permitted by the TIA. Section 6.6. Limitation on Suits. A Securityholder may not pursue any remedy with respect to this Indenture or the Securities unless: 39 (1) the Holder gives to the Trustee written notice stating that an Event of Default is continuing; (2) the Holders of at least 25% in aggregate principal amount of the Securities at the time outstanding make a written request to the Trustee to pursue the remedy; (3) such Holder or Holders offer to the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense; (4) the Trustee does not comply with the request within 60 days after receipt of such notice, request and offer of security or indemnity; and (5) the Holders of a majority in aggregate principal amount of the Securities at the time outstanding do not give the Trustee a direction inconsistent with the request during such 60-day period. A Securityholder may not use this Indenture to prejudice the rights of any other Securityholder or to obtain a preference or priority over any other Securityholder. Section 6.7. Rights of Holders To Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of the principal amount of the Securities plus accrued and unpaid interest in respect of the Securities held by such Holder, on or after the respective due dates expressed in the Securities or any Redemption Date, and to convert the Securities in accordance with Article X, or to bring suit for the enforcement of any such payment on or after such respective dates or the right to convert, shall not be impaired or affected adversely without the consent of such Holder. Section 6.8. Collection Suit by Trustee. If an Event of Default described in Section 6.1(1) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount owing with respect to the Securities and the amounts provided for in Section 7.7. Section 6.9. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal amount of the Securities plus accrued and unpaid interest in respect of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of any such amount) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of the principal amount of the Securities plus accrued and unpaid interest and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel or any other amounts due the Trustee under Section 7.7) and of the Holders allowed in such judicial proceeding, and 40 (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. Section 6.10. Priorities. If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: FIRST: to the Trustee for amounts due under Section 7.7; SECOND: to Securityholders for amounts due and unpaid on the Securities for the principal amount of the Securities plus accrued and unpaid interest, ratably, without preference or priority of any kind, according to such amounts due and payable on the Securities; and THIRD: the balance, if any, to the Company. The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section 6.10. At least 15 days before such record date, the Trustee shall mail to each Securityholder and the Company a notice that states the record date, the payment date and the amount to be paid. Section 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant (other than the Trustee) in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in aggregate principal amount of the Securities at the time outstanding. This Section 6.11 shall be in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby expressly excluded from this Indenture, as permitted by the TIA. Section 6.12. Waiver of Stay, Extension or Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury or other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Company from paying all or any portion of the principal amount of the Securities 41 plus accrued and unpaid interest or any interest on such amounts, as contemplated herein, or which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. ARTICLE VII TRUSTEE Section 7.1. Duties of Trustee (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of an Event of Default: (1) the Trustee need perform only those duties that are specifically set forth in this Indenture and no others; 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 case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein. This Section 7.1(b) shall be in lieu of Section 315(a) of the TIA and such Section 315(a) is hereby expressly excluded from this Indenture, as permitted by the TIA. (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (1) this paragraph (c) does not limit the effect of paragraph (b) of this Section 7.1; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5. 42 Subparagraphs (c)(1), (2) and (3) shall be in lieu of Sections 315(d)(1), 315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and 315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the TIA. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.1. (e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives indemnity reasonably satisfactory to it against any loss, liability or expense. (f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee (acting in any capacity hereunder) shall be under no liability for interest on any money received by it hereunder unless otherwise agreed in writing with the Company. Section 7.2. Rights of Trustee. Subject to its duties and responsibilities under the TIA, (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) 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; (c) 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; (d) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith which it believes to be authorized or within its rights or powers conferred under this Indenture; (e) the Trustee may consult with counsel selected by it and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (f) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; 43 (g) 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; (h) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; (i) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; (j) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other person employed to act hereunder; and (k) the Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. Section 7.3. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, Conversion Agent or co-registrar may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. Section 7.4. Trustee's Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company's use or application of the proceeds from the Securities, it shall not be responsible for any statement in the registration statement for the Securities under the Securities Act or in any offering document for the Securities, the Indenture or the Securities (other than its certificate of authentication), or the determination as to which beneficial owners are entitled to receive any notices hereunder. Section 7.5. Notice of Defaults. If a Default occurs and if it is known to the Trustee, the Trustee shall give to each Securityholder notice of the Default within 90 days after the occurrence of such Default, unless such Default shall have been cured or waived before the giving of such notice. Notwithstanding the preceding sentence, except in the case of a Default 44 described in Section 6.1(1) or (2), the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Securityholders. The second sentence of this Section 7.5 shall be in lieu of the proviso to Section 315(b) of the TIA and such proviso is hereby expressly excluded from this Indenture, as permitted by the TIA. The Trustee shall not be deemed to have knowledge of a Default unless a Responsible Officer of the Trustee has received written notice of such Default. Section 7.6. Reports by Trustee to Holders Within 60 days after each May 15 beginning with May 15, 2003, the Trustee shall mail to each Securityholder a brief report dated as of such May 15 that complies with TIA Section 313(a), if required by such Section 313(a). The Trustee also shall comply with TIA Section 313(b). A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each securities exchange, if any, on which the Securities are listed. The Company agrees to notify the Trustee promptly whenever the Securities become listed on any securities exchange and of any delisting thereof. Section 7.7. Compensation and Indemnity. The Company agrees: (a) 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 (to the extent permitted by law) by any provision of law in regard to the compensation of a trustee of an express trust); (b) to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses, advances and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be caused by its negligence or bad faith; and (c) to indemnify the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any loss, damage, claim, liability, cost or expense (including attorney's fees and expenses, and taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. To secure the Company's payment obligations in this Section 7.7, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay the principal amount, plus accrued and unpaid interest on particular Securities. The Company's payment obligations pursuant to this Section 7.7 shall survive the discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.1(7) or (8), the expenses 45 including the reasonable charges and expenses of its counsel, are intended to constitute expenses of administration under any bankruptcy law. Section 7.8. Replacement of Trustee. The Trustee may resign by so notifying the Company; provided, however, no such resignation shall be effective until a successor Trustee has accepted its appointment pursuant to this Section 7.8. The Holders of a majority in aggregate principal amount of the Securities at the time outstanding may remove the Trustee by so notifying the Trustee and the Company. The Company shall remove the Trustee if: (1) the Trustee fails to comply with Section 7.10; (2) the Trustee is adjudged bankrupt or insolvent; (3) a receiver or public officer takes charge of the Trustee or its property; or (4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint, by resolution of its Board of Directors, a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company satisfactory in form and substance to the retiring Trustee and the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7. If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in aggregate principal amount of the Securities at the time outstanding may petition any court of competent jurisdiction at the expense of the Company for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Section 7.9. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee. Section 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA Sections 310(a)(1) and 310(b). No obligor on the Securities or person directly or indirectly controlling, controlled by or under common control with such obligor shall serve as Trustee. The Trustee (or its parent holding company) shall have a combined capital and 46 surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. Nothing herein contained shall prevent the Trustee from filing with the Commission the application referred to in the penultimate paragraph of TIA Section 310(b). Section 7.11. Preferential Collection of Claims Against Company. The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. ARTICLE VIII SATISFACTION AND DISCHARGE OF INDENTURE; DEPOSITED MONEYS AND GOVERNMENT OBLIGATIONS Section 8.1. Covenant Defeasance of Securities. (a) Subject to Section 8.1(b), the Company may at any time terminate its obligations under Section 4.8 and 4.9, the operation of Section 6.01(4) (but only as to failures to comply with Section 4.8 and 4.9) and the limitation contained in clause (c) of Section 5.1. (b) The Company may exercise its covenant defeasance option under this Section 8.1 only if: (i) The Company irrevocably deposits in trust with the Trustee, pursuant to an irrevocable trust agreement in form and substance reasonably satisfactory to the Trustee, money or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged ("Government Obligations"), or a combination of money and Government Obligations, maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered in form and substance reasonably satisfactory to the Trustee, to pay the principal of and the interest on the outstanding Securities on the dates on which any such payments are due and payable in accordance with the terms of this Indenture and such Securities (or, in the event such Securities 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, to pay such principal and interest until the date fixed for redemption, in which case the funds deposited in trust shall also be sufficient to pay any premium due upon redemption); (ii) Such deposits shall not cause the Trustee to have a conflicting interest as defined in and for purposes of the TIA; 47 (iii) No Event of Default shall have occurred and be continuing on the date of such deposit or shall occur on or before the 91st day after the date of such deposit; (iv) Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other instrument to which the Company is a party or by which it or its property is bound; (v) The Company shall deliver to the Trustee an Opinion of Counsel stating (i) that the Holders of the outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and discharge and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and discharge had not occurred, and (ii) that after the passage of 90 days (or such other period of time as then required by the non-insider preference provisions of any applicable federal bankruptcy laws) following the deposit, and provided that neither the Trustee nor the Holders are "insiders" as defined in Title 11 of the United States Code, the trust funds will not be subject to recovery under Section 547(b) of Title 11 of the United States Code, and (iii) that there would not occur any violation of the Investment Company Act of 1940, as amended, on the part of the Company or the Trustee as a result of such deposit and the related exercise of the Company's rights under this Section 8.1; (vi) The Holders of the Securities of such series shall have a first priority perfected security interest under applicable state law in the money or Government Obligations deposited pursuant to Section 8.1(b)(i); and (vii) The Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the defeasance of the Securities contemplated by this Section 8.1 (other than the priority of the security interest referred to in Section 8.1(b)(vi) above) have been complied with. In the event all or any portion of the Securities are to be redeemed through such irrevocable trust, the Company must make arrangements satisfactory to the Trustee, at the time of such deposit, for the giving of the notice of such redemption or redemptions by the Trustee in the name and at the expense of the Company. Section 8.2. Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Securities, 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: (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 2.7 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 2.4) have been delivered to the Trustee for cancellation; 48 (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to such Securities; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that the 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 7.7 shall survive such satisfaction and discharge. Section 8.3. Intentionally Omitted. Section 8.4. Application of Trust Moneys Subject to the provisions of Section 2.4, all money or Government Obligations deposited with the Trustee pursuant to Sections 8.1 shall be held in trust and applied by it, in accordance with the provisions of the Securities, this Indenture and, in the case of Section 8.1, such irrevocable trust agreement, 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, premium, if any, and interest for whose payment such money has been deposited with the Trustee. The money or Government Obligations so held in trust under Section 8.1 shall not be part of the trust estate under this Indenture but shall constitute a separate trust fund for the benefit of all Holders of Securities entitled thereto. Section 8.5. Repayment to Company. Upon termination of the trust established pursuant to Section 8.1, the Trustee and the Paying Agent shall promptly pay to the Company upon request any excess money held by them. The Trustee and the Paying Agent shall pay to the Company upon request and, if applicable, in accordance with the irrevocable trust established pursuant to Section 8.1 any money or Government Obligations held by them for the payment of principal of, premium, if any, or interest on any Securities that remains unclaimed for two years; 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 of general circulation in the Borough of Manhattan, the City and State of New York, or mail to the Holder of any such Security, or both, notice that such money remains unclaimed and that, after a date specified therein, which date shall not be less than thirty days from the date of such publication or mailing, any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Securityholders entitled to such payment of principal, premium, if any, and interest must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person. Section 8.6. Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or Government Obligations in accordance with Section 8.4 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, or by reason of Government Obligations not paying principal and interest in such amounts and at such times as are sufficient to pay the principal of, premium, if any, and interest on the Securities in accordance with the terms of this Indenture, the Company's obligations under this Indenture with respect to such Securities shall be revived and reinstated as though no deposit had occurred pursuant to Sections 49 8.1 until such time as the Trustee or any Paying Agent is permitted to apply all such money or Government Obligations in accordance with Section 8.4; provided, however, that if the Company has made any payment of interest on, or principal of, such Securities because of the reinstatement of its obligations hereunder, the Company shall be subrogated to the rights of the Holders of Securities to receive such payment from the money or Government Obligations held by the Trustee or such Paying Agent for such purpose. ARTICLE IX AMENDMENTS Section 9.1. Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Securityholder: (a) to cure any ambiguity, omission, defect or inconsistency provided that such modification or amendment does not adversely affect the interests of the holders of the Securities in any material respect; (b) to modify the restrictions on, and procedures for, resale and other transfers of Securities pursuant to any change in applicable law or regulation (or the interpretation thereof) or in practice relating to the resale or transfer of "restricted securities" under the Securities Act generally; (c) to comply with Article V or Section 10.16; (d) to secure the Company's obligations or add any guarantee under the Securities and this Indenture; (e) to add Events of Default with respect to the Securities; (f) to add to the Company's covenants for the benefit of the Securityholders or to surrender any right or power conferred upon the Company; (g) to make any change necessary for the registration of the Securities under the Securities Act or to comply with the TIA, or any amendment thereto, or to comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA, provided that such modification or amendment does not materially and adversely affect the interests of the holders of the Securities; or (h) to provide for uncertificated Securities in addition to or in place of certificated Securities or to provide for bearer Securities. Section 9.2. With Consent of Holders. With the written consent (including consent obtained in connection with a tender offer or exchange offer for the Securities) of the Holders of at least a majority in aggregate principal amount of the Securities at the time outstanding, the Company and the Trustee may amend or supplement this Indenture or the Securities. However, 50 without the consent of each Securityholder affected, an amendment or supplement to this Indenture or the Securities may not: (1) reduce the interest rate (other than pursuant to an interest adjustment in accordance with paragraph 1 of the Securities) or change the time for payment of interest thereon; (2) reduce the principal amount of or extend the Stated Maturity of any Security; (3) reduce the Redemption Price, Purchase Price or Change of Control Purchase Price of any Security or change the time at which the Securities may or must be redeemed or repurchased; (4) change the city of any place of payment or make any payments on the Securities payable in currency other than as stated in the Security; (5) make any change to the provisions of Section 6.4, Section 6.7 or the second sentence of this Section 9.2; (6) make any change that adversely affects the right to convert any Security in accordance with the terms thereof and this Indenture; (7) make any change that adversely affects the right to require the Company to purchase the Securities in accordance with the terms thereof and this Indenture; (8) impair a Holder's right to institute suit for the enforcement of any payment on the Securities; (9) waive a continuing default or Event of Default regarding any payment on the Securities; or (10) make any change in the Company's obligation to provide Rule 144A Information in accordance with Section 4.6. It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.2 becomes effective, the Company shall mail to each Holder a notice briefly describing the amendment. Section 9.3. Compliance with Trust Indenture Act. Every amendment or supplemental indenture executed pursuant to this Article shall comply with the TIA. Section 9.4. Revocation and Effect of Consents, Waivers and Actions. Until an amendment, waiver or other action by Holders becomes effective, a consent thereto by a Holder of a Security hereunder is a continuing consent by the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same obligation as the consenting Holder's Security, even if notation of the consent, waiver or action is not made on the Security. 51 However, any such Holder or subsequent Holder may revoke the consent, waiver or action as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment, waiver or action becomes effective. After an amendment, waiver or action becomes effective, it shall bind every Securityholder. Section 9.5. Notation on or Exchange of Securities. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for outstanding Securities. Section 9.6. Trustee To Sign Supplemental Indentures. The Trustee shall sign any supplemental indenture authorized pursuant to this Article IX if the amendment contained therein does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign such supplemental indenture. In signing such supplemental indenture the Trustee shall receive, and (subject to the provisions of Section 7.1) shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture. Section 9.7. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. ARTICLE X CONVERSIONS Section 10.1. Conversion Privilege. Subject to and upon compliance with the provisions of this Indenture, a Holder of a Security may convert such Security into shares of Common Stock at any time during the period stated in Paragraph 8 of the Securities. The Company shall notify the Trustee (which shall in turn notify the Holders promptly upon receipt of such notification from the Company) of the date on which the Securities first become convertible (and, if the Securities cease to be convertible at any time or from time to time, of the first date thereafter on which the Securities again become convertible), which notification shall set forth the calculations on which such determination was made. The rate at which Common Stock shall be delivered upon conversion (herein called the "Conversion Rate") shall be initially 22.0994 shares of Common Stock for each U.S.$1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in this Article X. The price at which Common Stock shall be delivered upon conversion (herein called the "Conversion Price") shall at any time be equal to U.S. $1,000 divided by the then applicable Conversion Rate (and rounded to the nearest cent). 52 A Holder may convert a portion of the principal amount of a Security if the portion converted is in a $1,000 principal amount or an integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. "Average Sale Price" means the average of the Sales Prices of the shares of Common Stock for the shorter of: (i) 30 consecutive trading days ending on the last full trading day prior to the Time of Determination with respect to the rights, warrants or options or distribution in respect of which the Average Sale Price is being calculated; (ii) the period (x) commencing on the date next succeeding the first public announcement of (a) the issuance of rights, warrants or options or (b) the distribution, in each case, in respect of which the Average Sale Price is being calculated and (y) proceeding through the last full trading day prior to the Time of Determination with respect to the rights, warrants or options or distribution in respect of which the Average Sale Price is being calculated (excluding days within such period, if any, which are not trading days); or (iii) the period, if any, (x) commencing on the date next succeeding the Ex-Dividend Time with respect to the next preceding (a) issuance of rights, warrants or options or (b) distribution, in each case, for which an adjustment is required by the provisions of Section 10.7, 10.8 or 10.9 and (y) proceeding through the last full trading day prior to the Time of Determination with respect to the rights, warrants or options or distribution in respect of which the Average Sale Price is being calculated (excluding days within such period, if any, which are not trading days). In the event that the Ex-Dividend Time (or in the case of a subdivision, combination or reclassification, the effective date with respect thereto) with respect to a dividend, subdivision, combination or reclassification to which Section 10.6(1), (2), (3) or (4) applies occurs during the period applicable for calculating "Average Sale Price" pursuant to the definition in the preceding sentence, "Average Sale Price" shall be calculated for such period in a manner determined by the Board of Directors to reflect the impact of such dividend, subdivision, combination or reclassification on the Sale Price of the shares of Common Stock during such period. "Time of Determination" means the time and date of the earlier of (i) the determination of stockholders entitled to receive rights, warrants or options or a distribution, in each case, to which Section 10.7, 10.8 or 10.9 applies and (ii) the time ("Ex-Dividend Time") immediately prior to the commencement of "ex-dividend" trading for such rights, warrants or options or distribution on the NYSE or such other U.S. national or regional exchange or market on which the shares of Common Stock are then listed or quoted. For purposes of this Article X, "fair market value" means the fair market value, as determined in good faith by the Board of Directors (except as Section 10.8 otherwise provides in the case of a Spin-off) and set forth in a certified resolution filed with the Trustee. 53 Section 10.2. Conversion Procedure. To convert a Security a Holder must satisfy the requirements in Paragraph 8 of the Securities. The first Business Day on which the Holder satisfies all those requirements and submits such Holder's Securities for conversion is the conversion date (the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for, or a beneficial interest in a global certificate representing, the number of full shares of Common Stock issuable upon the conversion or exchange and cash in lieu of any fractional share determined pursuant to Section 10.3. The person in whose name the certificate is registered shall be treated as a shareholder of record as of the close of business on the Conversion Date. Upon conversion by a Holder of a Security in its entirety, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any shares of Common Stock except as provided in this Article X. On conversion of a Security, except as provided below with respect to interest payable on Securities or portions thereof converted after a Regular Record Date, that portion of accrued and unpaid interest on the converted Securities attributable to the period from the most recent Interest Payment Date through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the shares of Common Stock (together with the cash payment, if any, in lieu of fractional shares) for the Security being converted pursuant to the provisions hereof. The Company will not adjust the Conversion Rate to account for accrued interest, if any. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total principal amount of the Securities converted. The Securities or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the date on which such interest is payable shall be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such interest payment date on the principal amount of the Securities or portions thereof being surrendered for conversion. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount to the unconverted portion of the Security surrendered. Section 10.3. Fractional Shares. The Company will not issue fractional shares of Common Stock upon conversion of a Security. Instead, the Company will either (a) pay cash based on the current market value for all fractional shares or (b) issue a whole share of Common Stock in lieu of such fractional share. The current market value of a fractional share shall be determined, to the nearest 1/1,000th of a share, by multiplying the Sale Price on the last trading day immediately prior to the Conversion Date, of a full share by the fractional amount and rounding the product to the nearest whole cent. It is understood that if a Holder elects to have 54 more than one Security converted, the number of shares of Common Stock shall be based on the aggregate principal amount of Securities to be converted. Section 10.4. Taxes on Conversion. If a Holder submits a Security for conversion, the Company shall pay all documentary, transfer or stamp taxes or duties and all other taxes or duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock upon the conversion. However, the Holder shall pay any such tax which is due because the Holder requests the shares to be issued in a name other than the Holder's name. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder's name until the Conversion Agent receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the Holder's name. Nothing herein shall preclude any tax withholding required by law or regulations. Section 10.5. Company To Provide Stock. The Company shall, prior to issuance of any Securities under this Article X, and from time to time as may be necessary, reserve out of its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion of the Securities. All shares of Common Stock delivered upon conversion of the Securities shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable, and shall be free from preemptive rights and free of any lien or adverse claim. The Company will endeavor promptly to comply with all federal and state securities laws regulating the offer and delivery of shares of Common Stock upon conversion of Securities, if any, and will list or cause to have quoted such shares of Common Stock on each national securities exchange or in the over-the-counter market or such other market on which the shares of Common Stock are then listed or quoted. Section 10.6. Adjustment for Change in Capital Stock. If the Company: (1) pays a dividend or makes another distribution to all holders of its Common Stock payable exclusively in shares of its Common Stock; (2) subdivides the outstanding shares of its Common Stock into a greater number of shares of Common Stock; (3) combines the outstanding shares of its Common Stock into a smaller number of shares of Common Stock; or (4) issues by reclassification of its Common Stock any shares of Capital Stock, then the conversion privilege and the Conversion Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to the record date for such action. 55 The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Conversion Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article X with respect to the shares of Common Stock, on terms comparable to those applicable to shares of Common Stock in this Article X. Section 10.7. Adjustment for Rights Issue. If the Company distributes any rights or warrants to all or substantially all holders of shares of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Average Sale Price as of the Time of Determination (except that no adjustment will be made if the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of shares of Common Stock participate in the distribution), the Conversion Rate shall be adjusted in accordance with the formula: (O + N) R' = R x --------------- (O + (N x P)/M) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.7 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.6(4) applies or (ii) a distribution to which Section 10.8 or 10.9 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.7 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.7 applies, the fair market value (on the record date for the distribution to which this Section 10.7 applies) of the: 56 (1) Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.6(4) distribution; and (2) the Company's debt, securities or assets or certain rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.8 or 10.9 distribution. The adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive the rights, warrants or options to which this Section 10.7 applies. If all of the shares of Common Stock subject to such rights, warrants or options have not been issued when such rights, warrants or options expire, then the Conversion Rate shall promptly be readjusted to the Conversion Rate which would then be in effect had the adjustment upon the issuance of such rights, warrants or options been made on the basis of the actual number of shares of Common Stock issued upon the exercise of such rights, warrants or options. No adjustment shall be made under this Section 10.7 if the application of the formula stated above in this Section 10.7 would result in a value of R' that is equal to or less than the value of R. Section 10.8. Adjustment for Certain Distributions. If the Company distributes to all holders of its shares of Common Stock any of its debt, securities or assets or any rights, warrants or options to purchase securities of the Company (including securities or cash, but excluding (x) distributions of Capital Stock referred to in Section 10.6, distributions of rights, warrants or options referred to in Section 10.7 and cash distributions referred to in Section 10.9 and (y) payments made to redeem rights issued under any present or future rights agreement of the Company) (except that no adjustment will be made if the Holders of Securities may participate in the distribution without conversion on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of the Common Stock participate in the distribution), the Conversion Rate shall be adjusted, subject to the provisions of the last paragraph of this Section 10.8, in accordance with the formula: R x M R' = ------- (M - F) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.6(4) applies or (ii) a distribution to which Section 10.7 or 10.9 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.8 applies and (y) the Ex-Dividend Time shall occur on or after the date of 57 the Time of Determination for the distribution to which this Section 10.8 applies, the fair market value (on the record date for the distribution to which this Section 10.8 applies) of the: (1) Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.6(4) distribution; and (2) the Company's debt, securities or assets or certain rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.7 or 10.9 distribution. F = the fair market value (on the record date for the distribution to which this Section 10.8 applies) of the assets, securities, rights, warrants or options to be distributed in respect of each share of Common Stock in the distribution to which this Section 10.8 is being applied (including, in the case of cash dividends or other cash distributions giving rise to an adjustment, all such cash distributed concurrently). In the event the Company distributes shares of Capital Stock of a Subsidiary, the Conversion Rate will be adjusted, if at all, based on the market value of the Subsidiary stock so distributed relative to the market value of the Common Stock, as discussed below. The Board of Directors of the Company shall determine fair market values for the purposes of this Section 10.8, except that in respect of a dividend or other distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Company (a "Spin-off"), the fair market value of the securities to be distributed shall equal the average of the daily Sales Prices of those securities for the five consecutive trading days commencing on and including the sixth day of trading of those securities after the effectiveness of the Spin-off and the average of the Sales Prices shall mean the average Sales Prices for the Common Stock for the same five trading days. In the event, however, that an underwritten initial public offering of the securities in the Spin-off occurs simultaneously with the Spin-off, fair market value of the securities distributed in the Spin-off shall mean the initial public offering price of such securities and the Average Sale Price, for purposes of this sentence, shall mean the Sales Price for the Common Stock on the same trading day. The adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive the distribution to which this Section 10.8 applies, except that an adjustment related to a Spin-off shall become effective at the earlier to occur of (i) 10 trading days after the effective date of the Spin-off and (ii) the initial public offering of the securities distributed in the Spin-off. In the event that, with respect to any distribution to which this Section 10.8 would otherwise apply, the difference "M-F" as defined in the above formula is less than $1.00 or "F" is equal to or greater than "M", then the adjustment provided by this Section 10.8 shall not be made and in lieu thereof the provisions of Section 10.16 shall apply to such distribution. 58 Section 10.9. Adjustment for All Cash Distribution. If the Company shall pay or make a dividend or other distribution consisting exclusively of cash to all holders of its Common Stock (excluding any cash that is distributed (x) upon a merger or consolidation to which Section 10.16 applies or (y) as part of a distribution referred to in Section 10.8), in an aggregate amount that, (A) during the fiscal quarter in which the Securities were issued or either of the two fiscal quarters next succeeding such quarter, exceeds the amount so distributed during the fiscal quarter immediately preceding such fiscal quarter or (B) at any other time, combined together with (1) the aggregate amount of any other such distributions to all holders of Common Stock made exclusively in cash within the 12 months preceding the date of payment of such distribution, and in respect of which no Conversion Rate adjustment has been made, and (2) the aggregate amount of any cash plus the fair market value of consideration payable in respect of any tender or exchange offer by the Company or any Subsidiary of the Company for all or any portion of the Common Stock concluded within the 12 months preceding the date of payment of such distribution, and in respect of which no Conversion Rate adjustment has been made, exceeds 15% of the product of the Sale Price on the record date with respect to such distribution times the number of shares of Common Stock outstanding on such date, the Conversion Rate shall be adjusted, subject to the last paragraph of this Section 10.9, in accordance with the following formula: R x M R' = ------- (M - C) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.6(4) applies or (ii) a distribution to which Section 10.7 or 10.8 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.9 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.9 applies, the fair market value (on the record date for the distribution to which this Section 10.9 applies) of the: (1) Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.6(4) distribution; and (2) the Company's debt, securities or assets or certain rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.7 or 10.8 distribution. 59 C = the amount of (1) such cash dividend or other distribution plus (2) the aggregate amount of any other such distributions to all holders of Common Stock made exclusively in cash within the 12 months preceding the date of payment of such distribution, and in respect of which no Conversion Rate adjustment has been made, plus (3) the aggregate amount of any cash plus the fair market value of consideration payable in respect of any tender or exchange offer by the Company or any Subsidiary of the Company for all or any portion of the Common Stock concluded within the 12 months preceding the date of payment of such distribution, and in respect of which no Conversion Rate adjustment has been made, applicable to one share of Common Stock The adjustment shall become effective immediately prior to the opening of business on the day following the date fixed for payment of such distribution. In the event that, with respect to any distribution to which this Section 10.9 would otherwise apply, the difference "M-C" as defined in the above formula is less than $1.00 or "C" is equal to or greater than "M", then the adjustment provided by this Section 10.9 shall not be made and in lieu thereof the provisions of Section 10.16 shall apply to such distribution. Any adjustment pursuant to this Section made as a result of a distribution described in Section 10.9(A) above shall be made only to the extent that the amount distributed exceeds the amount so distributed during the fiscal quarter immediately preceding the date of issuance of the Securities. Section 10.10. Adjustment for Self Tender Offers. If the Company or any Subsidiary of the Company acquires shares of the Company's Common Stock by way of a tender or exchange offer, other than an odd-lot offer by the Company or any of its Subsidiaries, for the Common Stock (excluding stock options) to the extent that the offer involves aggregate consideration that, together with (i) any cash and the fair market value of any other consideration payable in respect of any tender or exchange offer by the Company or any of its Subsidiaries for shares of Common Stock consummated within the 12 months preceding the Expiration Time, and in respect of which no Conversion Rate adjustment has been made, and (ii) the aggregate amount of any all-cash dividends or distributions to all holders of Common Stock made within the 12 months preceding the Expiration Time, and in respect of which no a Conversion Rate adjustment has been made, exceeds an amount equal to 15% of the Sale Price of the Common Stock on the Business Day immediately preceding the Expiration Time times the number of shares of Common Stock outstanding on such day, the Conversion Rate shall be adjusted in accordance with the formula: F + (N x M) R' = R x ----------- (O x M) where: R' = the adjusted Conversion Rate. 60 R = the current Conversion Rate. O = the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the last time tenders of exchanges may be made pursuant to such tender or exchange offer (the "Expiration Time"). M = the Sale Price per share of Common Stock on the trading day on the NYSE next succeeding the Expiration Time. F = the sum of (1) the fair market value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares of Common Stock validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") plus (2) any cash and the fair market value of any other consideration payable in respect of any tender or exchange offer by the Company or any of its Subsidiaries for shares of Common Stock consummated within the 12 months preceding the Expiration Time, and in respect of which no Conversion Rate adjustment has been made, plus (3) the aggregate amount of any all-cash dividends or distributions to all holders of Common Stock made within the 12 months preceding the Expiration Time, and in respect of which no Conversion Rate adjustment has been made. N = the number of shares of Common Stock (less any Purchased Shares) at the Expiration Time. The adjustment shall become effective immediately prior to the opening of business on the day following the Expiration Time. Section 10.11. When Adjustment May Be Deferred. No adjustment in the Conversion Rate need be made unless the adjustment would require an increase or decrease of at least 1% in the Conversion Rate. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article X shall be made to the nearest cent or to the nearest 1/1,000th of a share, as the case may be. Section 10.12. When No Adjustment Required. Notwithstanding any provision to the contrary herein, no adjustment to the Conversion Rate need be made as a result of: (1) (i) the issuance of the rights; (ii) the distribution of separate certificates representing the rights; (iii) the exercise or redemption of the rights in accordance with any rights agreement; or (iv) the termination or invalidation of the rights, in each case, pursuant to the Company's 61 existing stockholders rights plan, as amended, modified, or supplemented from time to time or any newly adopted stockholders rights plans; (2) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan; (3) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries; or (4) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the date the Securities were first issued. No adjustment need be made for a change in the par value or no par value of the Common Stock. To the extent the Securities become convertible pursuant to this Article X in whole or in part into cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash. Section 10.13. Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Holders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof. Section 10.14. Voluntary Increase. The Company from time to time may increase the Conversion Rate by any amount at any time for at least 20 days, so long as the increase is irrevocable during such period. Whenever the Conversion Rate is increased, the Company shall mail to Securityholders and file with the Trustee and the Conversion Agent a notice of the increase. The Company shall mail the notice at least 15 days before the date the increased Conversion Rate takes effect. The notice shall state the increased Conversion Rate and the period it will be in effect. A voluntary increase of the Conversion Rate does not change or adjust the Conversion Rate otherwise in effect for purposes of Section 10.6, 10.7, 10.8, 10.9 or 10.10. Section 10.15. Notice of Certain Transactions. If: (a) the Company takes any action that would require an adjustment in the Conversion Rate pursuant to Section 10.6, 10.7, 10.8, 10.9 or 10.10 (unless no adjustment is to occur pursuant to Section 10.12); or (b) the Company takes any action that would require a supplemental indenture pursuant to Section 10.16; or 62 (c) there is a liquidation or dissolution of the Company; then the Company shall mail to Holders and file with the Trustee and the Conversion Agent a notice stating the proposed record date for a dividend, distribution or subdivision or the proposed effective date of a combination, reclassification, consolidation, merger, binding share exchange, transfer, liquidation or dissolution. The Company shall file and mail the notice at least 15 days before such date. Failure to file or mail the notice or any defect in it shall not affect the validity of the transaction. Section 10.16. Reorganization of Company; Special Distributions. If the Company is a party to a transaction subject to Article V (other than a sale of all or substantially all of the properties and assets of the Company in a transaction in which the holders of shares of Common Stock immediately prior to such transaction do not receive securities, cash or other assets of the Company or any other person) or a merger which reclassifies or changes its outstanding shares of Common Stock, the person obligated to deliver securities, cash or other assets upon conversion of Securities shall enter into a supplemental indenture. If the issuer of securities deliverable upon conversion of Securities is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental indenture shall provide that the Holder of a Security may convert it into the kind and amount of securities, cash or other assets which such Holder would have received immediately after the consolidation, merger, or transfer if such Holder had converted the Security immediately before the effective date of the transaction, assuming (to the extent applicable) that such Holder (i) was not a constituent person or an Affiliate of a constituent person to such transaction; (ii) made no election with respect thereto; and (iii) was treated alike with the plurality of non-electing Holders. The supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Article X. The successor Company shall mail to Securityholders a notice briefly describing the supplemental indenture. If this Section 10.16 applies, neither Section 10.6 nor 10.7 applies. If the Company makes a distribution to all holders of its shares of Common Stock of any of its debt, securities or assets or any rights, warrants or options to purchase securities of the Company or any cash that, but for the provisions of the last paragraph of Section 10.8 or 10.9, would otherwise result in an adjustment in the Conversion Rate pursuant to the provisions of Section 10.8 or 10.9, then, from and after the record date for determining the holders of shares of Common Stock entitled to receive the distribution, a Holder of a Security that converts such Security in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of shares of Common Stock into which the Security is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Security immediately prior to the record date for determining the holders of shares of Common Stock entitled to receive the distribution. 63 Section 10.17. Company Determination Final. Any determination that the Company or the Board of Directors must make pursuant to Section 10.3, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10.12, 10.16 or 10.19 is conclusive, absent manifest error. Section 10.18. Trustee's Adjustment Disclaimer. The Trustee has no duty to determine when an adjustment under this Article X should be made, how it should be made or what it should be. The Trustee has no duty to determine whether a supplemental indenture under Section 10.16 need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be accountable for and makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities. The Trustee shall not be responsible for the Company's failure to comply with this Article X. Each Conversion Agent shall have the same protection under this Section 10.18 as the Trustee. Section 10.19. Simultaneous Adjustments. In the event that this Article X requires adjustments to the Conversion Rate under more than one of Sections 10.6(4), 10.7, 10.8 or 10.9, and the record dates for the distributions giving rise to such adjustments shall occur on the same date, then such adjustments shall be made by applying, first, the provisions of Section 10.6, second, the provisions of Section 10.8, third, the provisions of Section 10.7 and, fourth, the provisions of Section 10.9. Section 10.20. Successive Adjustments. After an adjustment to the Conversion Rate under this Article X, any subsequent event requiring an adjustment under this Article X shall cause an adjustment to the Conversion Rate as so adjusted. Section 10.21. Restriction on Common Stock Issuable upon Conversion. (a) Shares of Common Stock to be issued upon conversion of the Securities prior to the effectiveness of a Shelf Registration Statement shall be physically delivered in certificated form or in the form of beneficial interests in book-entry Common Stock registered in the name of the Depositary or a nominee thereof to the holders converting such Securities, and the certificate or certificates representing such shares of Common Stock shall bear the Restricted Common Stock Legend unless removed in accordance with Section 10.21(c). (b) If (i) shares of Common Stock to be issued upon conversion of a Security prior to the effectiveness of a Shelf Registration Statement are to be registered in a name other than that of the holder of such Security or (ii) shares of Common Stock represented by a certificate bearing the Restricted Common Stock Legend are transferred subsequently by such holder, then, unless the Shelf Registration Statement has become effective and such shares are being transferred pursuant to the Shelf Registration Statement, the holder must deliver to the transfer agent for the Common Stock a certificate in substantially the form of Exhibit D as to compliance with the restrictions on transfer applicable to such shares of Common Stock, and neither the transfer agent nor the registrar for the Common Stock shall be required to register any transfer of such Common Stock not so accompanied by a properly completed certificate. (c) Except for transfers in connection with a Shelf Registration Statement, if certificates representing shares of Common Stock are issued upon the registration of transfer, exchange or replacement of any other certificate representing shares of Common Stock bearing the Restricted 64 Common Stock Legend, or if a request is made to remove such Restricted Common Stock Legend from certificates representing shares of Common Stock, the certificates so issued shall bear the Restricted Common Stock Legend, or the Restricted Common Stock Legend shall not be removed, as the case may be, unless there is delivered to the Company such satisfactory evidence, which, in the case of a transfer made pursuant to Rule 144 under the Securities Act, may include an opinion of counsel as may be reasonably required by the Company, that neither the legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under the Securities Act or that such shares of Common Stock are securities that are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon provision to the Company of such reasonably satisfactory evidence, the Company shall cause the transfer agent for the Common Stock to countersign and deliver certificates representing shares of Common Stock that do not bear the legend. ARTICLE XI MISCELLANEOUS Section 11.1. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. Section 11.2. Notices. Any request, demand, authorization, notice, waiver, consent or communication shall be in writing and delivered in person or mailed by first-class mail, postage prepaid, addressed as follows or transmitted by facsimile transmission (confirmed by guaranteed overnight courier) to the following facsimile numbers: if to the Company: Harris Corporation 1025 West NASA Boulevard Melbourne, FL 32919 Attn: Treasurer Facsimile No: (321) 727-9222 with a copy to: Harris Corporation 1025 West NASA Boulevard Melbourne, FL 32919 Attn: Scott T. Mikuen, Esq. Facsimile No: (321) 727-9234 if to the Trustee: 65 The Bank of New York 101 Barclay Street, Floor 8W New York, NY 10286 Attention: Corporate Trust Administration Facsimile No. (212) 815-5704 The Company or the Trustee by notice given to the other in the manner provided above may designate additional or different addresses for subsequent notices or communications. Any notice or communication given to a Securityholder shall be mailed to the Securityholder, by first-class mail, postage prepaid, at the Securityholder's address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not received by the addressee. If the Company mails a notice or communication to the Securityholders, it shall mail a copy to the Trustee and each Registrar, Paying Agent, Conversion Agent or co-registrar. Section 11.3. Communication by Holders with Other Holders. Securityholders may communicate pursuant to TIA Section 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar, the Paying Agent, the Conversion Agent and anyone else shall have the protection of TIA Section 312(c). Section 11.4. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers' Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Section 11.5. Statements Required in Certificate or Opinion. Each Officers' Certificate or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture shall include: (1) a statement that each person making such Officers' Certificate or Opinion of Counsel has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such Officers' Certificate or Opinion of Counsel are based; 66 (3) a statement that, in the opinion of each such person, he has made such examination or investigation as is necessary to enable such person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement that, in the opinion of such person, such covenant or condition has been complied with. Section 11.6. 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 11.7. Rules by Trustee, Paying Agent, Conversion Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar, the Conversion Agent and the Paying Agent may make reasonable rules for their functions. Section 11.8. Legal Holidays. A "Legal Holiday" is any day other than a Business Day. If any specified date (including a date for giving notice) is a Legal Holiday, the action shall be taken on the next succeeding day that is not a Legal Holiday, and, if the action to be taken on such date is a payment in respect of the Securities, no interest, if any, shall accrue for the intervening period. Section 11.9. GOVERNING LAW. THE INDENTURE AND THE SECURITIES WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD AS TO CONFLICT OF LAWS PRINCIPLES. Section 11.10. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Securities. Section 11.11. Successors. All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor. Section 11.12. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 67 IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Indenture on behalf of the respective parties hereto as of the date first above written. HARRIS CORPORATION By: /s/ D. S. Wasserman ------------------------------------ Name: David S. Wasserman Title: Vice President - Treasurer THE BANK OF NEW YORK, as Trustee By: /s/ Mary LaGumina ------------------------------------ Name: Mary LaGumina Title: Vice President 68 EXHIBIT A-1 [FORM OF FACE OF GLOBAL SECURITY] THIS SECURITY WILL BE SUBJECT TO THE REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. AS REQUIRED UNDER APPLICABLE TREASURY REGULATIONS, THE COMPANY HAS SET FORTH THE "COMPARABLE YIELD" IN SECTION 4.7 OF THE INDENTURE PURSUANT TO WHICH THIS SECURITY IS BEING ISSUED. THE HOLDER OF THIS SECURITY MAY OBTAIN THE PROJECTED PAYMENT SCHEDULE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO HARRIS CORPORATION, 1025 WEST NASA BOULEVARD, MELBOURNE, FL 32919, ATTENTION: TREASURER. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS SECURITY AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUE HEREOF (OR ANY PREDECESSOR SECURITY HEREOF) OR (Y) BY ANY HOLDER THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR A-1-1 FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR (2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT. The foregoing legend may be removed from this Security on satisfaction of the conditions specified in the Indenture. A-1-2 HARRIS CORPORATION 3.5% CONVERTIBLE DEBENTURES DUE 2022 No. Rule 144A CUSIP: 413 875 ag0 Issue Date: Regulation S CUSIP: U24 663 AA1 Issue Price: 100% of principal amount HARRIS CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware, promises to pay to Cede & Co. or registered assigns, the principal amount set forth on Schedule I hereto (which amount may from time to time be increased or decreased by adjustments made on Schedule I hereto by or on behalf of the Depositary in accordance with the Applicable Procedures) on August 15, 2022. This Security shall bear interest at the initial rate of 3.5% per annum, subject to the adjustments set forth on the other side of this Security. This Security is convertible as specified on the other side of this Security. Additional provisions of this Security are set forth on the other side of this Security. Dated: HARRIS CORPORATION By: ---------------------------------- Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION THE BANK OF NEW YORK, as Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. By ---------------------------------- Authorized Signatory Dated: A-1-3 [FORM OF REVERSE OF GLOBAL SECURITY] 3.5% CONVERTIBLE DEBENTURES DUE 2022 1. Interest. This Security shall bear interest at an initial rate of 3.5% per year on the principal amount hereof, from August 26, 2002 or from the most recent Interest Payment Date (as defined below) to which payment has been paid or duly provided for, payable semiannually in arrears on August 15 and February 15 of each year (each, an "Interest Payment Date") to the persons in whose names the Securities are registered at the close of business on February 1 and August 1 (each, a "Regular Record Date") (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Notwithstanding the foregoing, on the close of business on August 15, 2007, August 15, 2012 and August 15, 2017 (each, a "Reset Date"), the interest rate on this Security shall be automatically reset, and this Security shall accrue interest, from such Reset Date, to but excluding the next succeeding Reset Date, or, in the case of August 15, 2017, until the principal amount is paid or duly made available for payment, at a rate per annum equal to the interest rate payable 120 days prior to such Reset Date on 5-year U.S. Treasury Notes, provided that, in no event shall the interest rate on this Security be reset below 3.5% per annum or above 5.5% per annum. Any change in the interest rate pursuant to the preceding sentence shall not have any effect on any other provision of the Indenture or this Security. Interest on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest on Securities converted after a Regular Record Date, but prior to the corresponding Interest Payment Date, will be paid to the Holder of the Securities on the Regular Record Date but, upon conversion, the Holder must pay the Company the interest which has accrued and will be paid on such Interest Payment Date. If the principal amount of a Security, plus accrued and unpaid interest, or any portion thereof, is not paid when due (whether upon acceleration pursuant to Section 6.2 of the Indenture, upon the date set for payment of the Redemption Price pursuant to Paragraph 5 hereof, upon the date set for payment of the Purchase Price or the Change of Control Purchase Price pursuant to Paragraph 7 hereof, or upon the Stated Maturity of this Security), then, in each such case, the overdue amount shall, to the extent permitted by law, bear interest at the rate applicable to the Securities, compounded semi-annually, which interest shall accrue from the date such overdue amount was originally due to the date of payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand and shall be based on a 360-day year comprised of twelve 30-day months. (a) General. Except as provided below, interest and Liquidated Damages Amounts, if any, will be paid (i) on the Global Securities to the Depositary in immediately available funds, (ii) on the definitive Securities having an aggregate principal amount of $2,000,000 or less, by check mailed to the Holders of such Securities, and (iii) on the definitive Securities having an aggregate principal amount of more than $2,000,000, by wire transfer in immediately available funds at the election of the Holders of these Securities. 2. Method of Payment. A-1-4 Subject to the terms and conditions of the Indenture, the Company will make payments in cash in respect of Redemption Prices, Purchase Prices, Change of Control Purchase Prices and at Stated Maturity to Holders who surrender Securities to the Paying Agent to collect such payments in respect of the Securities. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by wire transfer of immediately available funds or check payable in such money. 3. Paying Agent, Conversion Agent and Registrar. Initially, The Bank of New York (the "Trustee") will act as Paying Agent, Conversion Agent and Registrar. The Company may appoint and change any Paying Agent, Conversion Agent or Registrar without notice, other than notice to the Trustee; provided, however, that the Company will maintain at least one Paying Agent in the State of New York, City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent or Registrar. 4. Indenture. The Company issued the Securities under an Indenture dated as of August 26, 2002 (the "Indenture"), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as in effect from time to time (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the TIA for a statement of those terms. To the extent any provisions of this Security and the Indenture conflict, the provisions of the Indenture shall control. The Securities are unsubordinated unsecured obligations of the Company limited to $150,000,000 aggregate principal amount. 5. Redemption at the Option of the Company. No sinking fund is provided for the Securities. The Securities are redeemable at the option of the Company in whole or in part, on or after August 18, 2007 upon not less than 30 nor more than 60 days' notice by mail for a cash price equal to 100.0% of the principal amount thereof plus accrued and unpaid interest, if any, to the Redemption Date (the "Redemption Price"). 6. Notice of Redemption. Notice of redemption pursuant to Paragraph 5 of this Security will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Securities to be redeemed at the Holder's registered address. If money sufficient to pay the Redemption Price of all Securities or portions thereof to be redeemed on the Redemption Date is deposited with the Paying Agent prior to or on the Redemption Date, interest ceases to accrue on such Securities or portions thereof immediately after such Redemption Date. Securities in denominations larger A-1-5 than $1,000 of principal amount may be redeemed in part but only in integral multiples of $1,000 of principal amount, if less than all of the Securities are being redeemed. 7. Purchase by the Company at the Option of the Holder. (a) Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Securities held by such Holder on any Purchase Date in integral multiples of $1,000, if less than all of the Securities are being purchased, at a Purchase Price equal to 100.0% of the principal amount thereof plus accrued and unpaid interest, if any, to the Purchase Date. To exercise such right, a Holder shall deliver to the Company a Purchase Notice containing the information set forth in the Indenture at any time from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business two Business Days prior to such Purchase Date, and shall deliver the Securities to the Paying Agent as set forth in the Indenture. The Purchase Price shall be paid in cash. (b) At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to offer to purchase the Securities held by such Holder within 30 days (which purchase shall occur 45 days after the date of such offer) after the occurrence of a Change of Control for a Change of Control Purchase Price equal to 100.0% of the principal amount thereof plus accrued and unpaid interest, if any, to the Change of Control Purchase Date. The Change of Control Purchase Price shall be paid in cash. (c) Holders have the right to withdraw any Purchase Notice or Change of Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash sufficient to pay the Purchase Price or Change of Control Purchase Price, as the case may be, of all Securities or portions thereof to be purchased on the Purchase Date or the Change of Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Purchase Date or the Change of Control Purchase Date, interest ceases to accrue on such Securities or portions thereof immediately after such Purchase Date or Change of Control Purchase Date, and the Holder thereof shall have no other rights as such other than the right to receive the Purchase Price or Change of Control Purchase Price upon surrender of such Security. 8. Conversion. (a) The Securities may be converted into shares of common stock on the terms and subject to the conditions of the Indenture and this Security. (b) Holders may surrender Securities or portions thereof for conversion into shares of Common Stock during any calendar quarter if the Sale Price of the Common Stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the previous calendar quarter exceeds 110% of the applicable Conversion Price per share of Common Stock on such last trading day. A-1-6 (c) A Holder also may surrender for conversion a Security or portion of a Security which has been called for redemption pursuant to Paragraph 5 hereof, even if the Security would not otherwise be eligible for conversion, until the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due on the Redemption Date, in which case the conversion right shall terminate at the close of business on the date such default is cured and such payment is made. (d) If the Company (1) distributes any rights or warrants to all or substantially all holders of shares of its Common Stock entitling them to purchase shares of Common Stock at less than the average of the Sales Prices of a share of the Common Stock for the 10 consecutive trading days ending on the trading day immediately preceding the date of declaration for such distribution or (2) distributes to all holders of shares of its Common Stock any of its debt, securities or assets or any rights, warrants or options to purchase securities of the Company, which distribution has a per share value exceeding 15% of the average of the Sales Prices for the 10 consecutive trading days ending on the trading day immediately preceding the declaration date for such distribution, unless the Holder may participate in this distribution without conversion, the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, which shall be not less than 20 days prior to the Ex-Dividend Time for such dividend or distribution, and the Securities may be surrendered for conversion at any time thereafter until the close of business on the Business Day immediately preceding the Ex-Dividend Time or until the Company announces that such distribution will not take place. (e) In the event the Company is a party to a consolidation, merger or sale or transfer of all or substantially all its properties and assets pursuant to which the shares of Common Stock would be converted into cash, securities or other property, the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the date the Company announces as the anticipated effective time for such transaction until 15 days after the date of the actual effective time of such transaction. (f) Finally, a holder may surrender any securities for conversion during any period that the long-term credit rating assigned to the Securities by either of Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings Group ("S&P") is at or below Ba1 or BB+, respectively, or if the Securities are no longer rated by either of these ratings services, or if the ratings for the Securities have been suspended by either of these ratings services. Following the occurrence of any event that gives rise to or suspends a right of conversion pursuant to this paragraph, the Company shall give notice to the Holders of such event not later than 15 days after the date on which the Company is notified of any such event by the relevant ratings service. A Security in respect of which a Holder has delivered a Purchase Notice or Change of Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 22.0994 shares of Common Stock per $1,000 principal amount of Securities, subject to adjustment in certain events described in the Indenture. A Holder that surrenders Securities for conversion will receive cash or a check, or, at the A-1-7 Company's option, a whole share of Common Stock, in lieu of any fractional shares of Common Stock. To surrender a Security for conversion, a Holder must (1) complete and manually sign the irrevocable conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the shares of Common Stock except as provided in the Indenture. Except as provided in Paragraph 1 hereof, on conversion of a Security, the Holder will not receive any cash payment representing accrued interest with respect to the converted Securities. Instead, upon conversion the Company will deliver to the Holder a fixed number of shares of Common Stock and any cash payment to account for fractional shares. Accrued interest will be deemed paid in full rather than canceled, extinguished or forfeited. The Company will not adjust the Conversion Rate to account for accrued interest. The Conversion Rate will be adjusted as provided in Article X of the Indenture. The Company may increase the Conversion Rate for any period of at least 20 days, upon at least 15 days' notice so long as the increase is irrevocable during such period. If the Company is a party to a consolidation, merger or sale or transfer of all or substantially all its properties and assets, or upon certain distributions described in the Indenture, then at the effective time of the transaction the right to convert a Security into shares of Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person. 9. Conversion Arrangement on Call for Redemption. Any Securities called for redemption, unless surrendered for conversion before the close of business on the Business Day immediately preceding the Redemption Date, may be deemed to be purchased from the Holders of such Securities at an amount not less than the Redemption Price, by one or more investment bankers or other purchasers who may agree with the Company to purchase such Securities from the Holders, to convert them into shares of Common Stock and to make payment for such Securities to the Trustee in trust for such Holders. 10. Denominations; Transfer; Exchange. The Securities are in fully registered form, without coupons, in minimum denominations of $1,000 of principal amount and integral multiples of $1,000. A Holder may transfer or exchange the Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities in respect of which a A-1-8 Purchase Notice or Change of Control Purchase Notice has been given and not withdrawn (except, in the case of a Security to be purchased in part, the portion of the Security not to be purchased) or any Securities for a period of 15 days before the mailing of a notice of redemption of Securities to be redeemed. 11. Persons Deemed Owners. The registered Holder of this Security may be treated as the owner of this Security for all purposes. 12. Unclaimed Money or Securities. The Trustee and the Paying Agent shall return to the Company any money held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person. 13. Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities at the time outstanding and (ii) certain Defaults may be waived with the written consent of the Holders of a majority in aggregate principal amount of the Securities at the time outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture or the Securities among other things, (i) to cure any ambiguity, omission, defect or inconsistency, provided that such modification or amendment does not adversely affect the interests of the Holders of the Securities in any material respect; (ii) to modify the restrictions on, and procedures for, resale and other transfers of Securities pursuant to any change in applicable law or regulation (or the interpretation thereof) or in practice relating to the resale or transfer of "restricted securities" under the Securities Act generally; (iii) to comply with Article V or Section 10.16 of the Indenture; (iv) to secure the Company's obligations or to add any guarantee under the Securities and the Indenture; (v) to add events of default with respect to the Securities; (vi) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power conferred upon the Company; (vii) to make any change necessary for the registration of the Securities under the Securities Act or to comply with the TIA, or any amendment thereto, or to comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA, provided that such modification or amendment does not materially and adversely affect the interests of the Holders of the Securities; or (viii) to provide for uncertificated Securities in addition to or in place of certificated Securities or to provide for bearer Securities. 14. Defaults and Remedies. Under the Indenture, Events of Default include (i) default in payment of the principal amount of the Securities plus accrued and unpaid interest when the same becomes due and A-1-9 payable at Stated Maturity, upon redemption, upon declaration, when due for purchase by the Company or otherwise, (ii) default in the payment of any interest or Liquidated Damages Amounts, when due and payable, subject to lapse of time, (iii) failure by the Company to comply in any material respect with other agreements or covenants in the Indenture or the Securities, subject to notice and lapse of time; (iv) failure by the Company to deliver shares of Common Stock upon the election by the Holders to convert their Securities, subject to lapse of time; (v) failure to provide timely notice of a Change of Control; (vi) a default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company, whether such indebtedness exists on the date of the Indenture or is created thereafter, which default either (A) is caused by a failure to pay when due any principal of such indebtedness the principal amount of which, together with the principal amount of any other such indebtedness under which there is a payment default, aggregates $25,000,000 or more within the grace period provided for in such indebtedness, which failure continues beyond any applicable grace period or (B) results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such payment default is not cured or such acceleration is not rescinded or annulled within 10 days after receipt by the Company of a Notice of Default; and (vii) certain events of bankruptcy, insolvency and reorganization of the Company. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from the Holders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interests. 15. Trustee Dealings with the Company. Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 16. Calculations in Respect of Securities. The Company will be responsible for making all calculations called for under the Securities. These calculations include, but are not limited to, determination of the Sales Prices for the Common Stock, the rate of interest payable on the Securities and the Conversion Rate of the Securities. Any calculations made in good faith and without manifest error will be final and binding on Holders of the Securities. The Company will be required to deliver to each of the Trustee and the Conversion Agent a schedule of its calculations and each of the Trustee and the Conversion Agent will be entitled to rely upon the accuracy of such calculations without independent verification. The Trustee will forward the Company's calculations to any Holder of the Securities upon the request of such Holder. 17. Restrictive Covenants. A-1-10 The Indenture imposes certain limitations on the ability of the Company to consolidate or merge with or into any other person, or sell or transfer all or substantially all of its property and assets to any other person, and on the ability of the Company and its Restricted Subsidiaries to (i) create, incur, assume or suffer to exist specified liens and (ii) enter into Sale and Leaseback Transactions. Within 105 days after the end of each fiscal year, the Company must report to the Trustee on compliance with such limitations. 18. Successor Persons. When a successor person or other entity assumes all the obligations of its predecessor under the Securities and the Indenture, the predecessor person will be released from those obligations. 19. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 20. Authentication. This Security shall not be valid until an authorized signatory of the Trustee manually signs the Trustee's Certificate of Authentication on the other side of this Security. 21. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 22. GOVERNING LAW. THE INDENTURE AND THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD AS TO CONFLICT OF LAW PRINCIPLES. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: Harris Corporation 1025 West NASA Boulevard Melbourne, FL 32919 Attn: Treasurer A-1-11 23. Registration Rights. The Holders of the Securities are entitled to the benefits of a Registration Rights Agreement, dated as of August 26, 2002, by and among the Company and the Initial Purchasers, including the receipt of Liquidated Damages Amounts in respect of Events (each as defined in such agreement). A-1-12 FORM OF CONVERSION NOTICE [NOTICE PURSUANT TO SECTION 10.2 OF THE INDENTURE] [Name and Address of Conversion Agent] Re: Harris Corporation 3.5 % Convertible Debentures due August 15 2022 (the "Securities") Reference is hereby made to the Indenture, dated as of August 26, 2022 (the "Indenture"), between Harris Corporation, as Issuer, and The Bank of New York, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to the Securities specified below, which are registered in the name of the undersigned (the "Holder"). The Holder hereby irrevocably exercises its right to convert such Securities, or the portion thereof, if any, specified below, into Common Stock and, except to the extent specified or required as described below, directs that certificates representing such Common Stock, together with any check in payment for a fractional share and any Security representing any unconverted principal amount, be issued and delivered through the facilities of the Depositary, for credit to the account(s) of the Person(s) indicated below. The Holder acknowledges and agrees that no Common Stock will be delivered on conversion until any amount payable by the Holder on account of interest is paid, any certificates evidencing specified Securities not held in book-entry form are duly endorsed or assigned to the Company or in blank and surrendered and any taxes or other charges or documents required in connection with a transfer on conversion, and any other required items, are delivered to the Conversion Agent. The Holder acknowledges and agrees that, notwithstanding this request for conversion, the Company may require that the Common Stock delivered on conversion of the specified Securities be delivered in certificated form subject to a restrictive legend, or that additional certifications be delivered on behalf of the relevant beneficial owner(s), if it determines that doing so is necessary to comply with the requirements of the Securities Act or otherwise, as provided in the Indenture. Conversion of the specified Securities is subject to the requirements established by the Company as well as to the procedures of the Depositary, all as in effect from time to time. The specified Securities will be deemed to have been converted as of the close of business on the Business Day on which this conversion notice and all other required items have been delivered to the Conversion Agent as provided above and, upon such conversion, shall cease to accrue interest or be outstanding (subject to the Holder's right to receive the Common Stock as provided in the Indenture). Prior to such conversion, the Holder will have no rights in the Common Stock. A-1-13 Please provide the information requested below, as applicable. 1. PLEASE SPECIFY THE SECURITIES HELD AND THE PORTION THEREOF TO BE CONVERTED: Principal amount held: U.S. $ _____________________________________ CUSIP number(s): __________________________________________________ Depositary (DTC) account where held: ______________________________ Principal amount being converted (if less than all): U.S. $_________________________________________________ 2. UNLESS AND TO THE EXTENT OTHERWISE SPECIFIED BELOW, all Securities (together with any unconverted Securities) will be delivered in book-entry form to the DTC account specified in Item 1 above. 3. IF OTHER ARRANGEMENTS ARE DESIRED, please (a) specify the type, number and form of securities to be delivered on conversion and the name(s) of the account holder(s) or registered owner(s), by checking the appropriate boxes and providing the information requested and (b) complete Item (4) below: [ ] Common Stock [ ] Book-Entry Number of shares of Common Stock: ____________________ DTC Account: _________________________________________ [ ] Certificates Number of shares of Common Stock: _____________________ Registered Owner: ____________________________________ [ ] Unconverted Securities [ ] Certificates Principal Amount: U.S. $ _______________________ Registered Owner: _____________________________ [ ] Book-Entry Principal Amount: U.S. $ _______________________ DTC Account: ___________________________________ 4. [TO BE COMPLETED ONLY IF UNCONVERTED SECURITIES OR SHARES OF COMMON STOCK ARE TO BE ISSUED OTHER THAN TO THE HOLDER PURSUANT TO ITEM (3) ABOVE.] The undersigned confirms that such unconverted Securities or shares of Common Stock are being transferred: CHECK ONE BOX BELOW (a) [ ] to the Company; or (b) [ ] pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (c) [ ] pursuant to and in compliance with Regulation S under the Securities Act of 1933; or (d) [ ] pursuant to an exemption from registration under the Securities Act of 1933 provided by Rule 144 thereunder. Unless one of the boxes is checked, the transfer agent will refuse to register any of the Common Stock evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (c) or (d) is checked, the transfer agent may require, prior to registering any such transfer of the Common Stock such certifications and other information, and if box (d) is checked such legal opinions, as the Company has reasonably requested in writing, by delivery to the transfer agent of a - ------------------ * Aggregate principal amount of each certificate must equal U.S. $1,000 or any amount in excess thereof in integral multiples of U.S. $1,000. A-1-15 standing letter of instruction, to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. Please sign and date this notice in the space provided below. DATE: _______________________________________ Name of Holder _______________________________________ Signature(s) of Holder Title(s): (If the Holder is a corporation, partnership or fiduciary, the title of the Person signing on behalf of the Holder must be stated.) Notice: Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Trustee, which requirements will include membership or participation in the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Program (MSP) or such other "signature guarantee program" as may be determined by the Trustee in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934. _______________________________________ Signature Guarantee A-1-16 ASSIGNMENT FORM To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security to - -------------------------------------------------------------------------------- (Insert assignee's social security or tax I.D. no.) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) and irrevocably appoint ____________________________________ agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. Your Signature: ________________________________________________ (Sign exactly as your name appears on the other side of this Security) Date: __________________________ Medallion Signature Guarantee: _________________________________ [FOR INCLUSION ONLY IF THIS SECURITY BEARS A RESTRICTED SECURITIES LEGEND] In connection with any transfer of any of the Securities evidenced by this certificate which are "restricted securities" (as defined in Rule 144 (or any successor thereto) under the Securities Act), the undersigned confirms that such Securities are being transferred: CHECK ONE BOX BELOW (1) [ ] to the Company; or (2) [ ] pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (3) [ ] pursuant to and in compliance with Regulation S under the Securities Act of 1933; or (4) [ ] pursuant to an exemption from registration under the Securities Act of 1933 provided by Rule 144 thereunder. Unless one of the boxes is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (3) or (4) is checked, the Trustee may require, prior to registering any such transfer of the Securities, such certifications and other information, and if box (4) is checked such legal opinions, as the Company has A-1-17 reasonably requested in writing, by delivery to the Trustee of a standing letter of instruction, to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933; provided further, however, that this paragraph shall not be applicable to any Securities which are not "restricted securities" (as defined in Rule 144 (or any successor thereto) under the Securities Act). Your Signature: ______________________________________________ (Sign exactly as your name appears on the other side of this Security) Date: __________________________ Medallion Signature Guarantee: A-1-18 SCHEDULE I SCHEDULE OF INCREASES AND DECREASES OF GLOBAL SECURITY The Initial Principal Amount of Global Security is: ____________($___________). Such Principal Amount has been increased or decreased by the adjustments set forth below by or on behalf of the Depository in accordance with the Applicable Procedures.

Principal Amount of Amount of Increase Amount of Decrease in Global Security Notation by in Principal Amount Principal Amount of After Increase or Registrar or Date of Global Security Global Security Decrease Security Custodian ---- ------------------ --------------- -------- ------------------

A-1-19 EXHIBIT A-2 [FORM OF FACE OF CERTIFICATED SECURITY] THIS SECURITY WILL BE SUBJECT TO THE REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. AS REQUIRED UNDER APPLICABLE TREASURY REGULATIONS, THE COMPANY HAS SET FORTH THE "COMPARABLE YIELD" IN SECTION 4.7 OF THE INDENTURE PURSUANT TO WHICH THIS SECURITY IS BEING ISSUED. THE HOLDER OF THIS SECURITY MAY OBTAIN THE PROJECTED PAYMENT SCHEDULE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO HARRIS CORPORATION, 1025 WEST NASA BOULEVARD, MELBOURNE, FL 32919, ATTENTION: TREASURER. THIS SECURITY AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUE HEREOF (OR ANY PREDECESSOR SECURITY HEREOF) OR (Y) BY ANY HOLDER THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR (2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT. A-2-1 The foregoing legend may be removed from this Security on satisfaction of the conditions specified in the Indenture. A-2-2 HARRIS CORPORATION 3.5% CONVERTIBLE DEBENTURES DUE 2022 No. Rule 144A CUSIP: 413 875 ag0 Issue Date: Regulation S CUSIP: U24 663 AA1 Issue Price: 100% of principal amount HARRIS CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware, promises to pay to ____________________, or registered assigns, the principal amount of ($__________________) on August 15, 2022. This Security shall bear interest at the initial rate of 3.5% per annum, subject to the adjustments set forth on the other side of this Security. This Security is convertible as specified on the other side of this Security. Additional provisions of this Security are set forth on the other side of this Security. Dated: HARRIS CORPORATION By: ------------------------- Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION THE BANK OF NEW YORK, as Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. By ----------------------------------- Authorized Signatory Dated: A-2-3 [FORM OF REVERSE OF CERTIFICATED SECURITY IS IDENTICAL TO EXHIBIT A-1] A-2-4 EXHIBIT B HARRIS CORPORATION 3.5% CONVERTIBLE DEBENTURES DUE 2022 TRANSFER CERTIFICATE In connection with any transfer of any of the Securities within the period prior to the expiration of the holding period applicable to the sales thereof under Rule 144(k) under the Securities Act of 1933, as amended (the "Securities Act") (or any successor provision), the undersigned registered owner of this Security hereby certifies with respect to $____________ principal amount of the above-captioned Securities presented or surrendered on the date hereof (the "Surrendered Securities") for registration of transfer, or for exchange or conversion where the securities issuable upon such exchange or conversion are to be registered in a name other than that of the undersigned registered owner (each such transaction being a "transfer"), the undersigned confirms that such Securities are being transferred: CHECK ONE BOX BELOW (1) [ ] to the Company; or (2) [ ] pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (3) [ ] pursuant to and in compliance with Regulation S under the Securities Act of 1933; or (4) [ ] pursuant to an exemption from registration under the Securities Act of 1933 provided by Rule 144 thereunder. Unless one of the boxes is checked, the Registrar will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (3) or (4) is checked, the Trustee may require, prior to registering any such transfer of the Securities, such certifications and other information, and if box (4) is checked such legal opinions, as the Company has reasonably requested in writing, by delivery to the Trustee of a standing letter of instruction, to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933; provided further, however, that this paragraph shall not be applicable to any Securities which are not "restricted securities" (as defined in Rule 144 (or any successor thereto) under the Securities Act). Your Signature: ______________________________________________ (Sign exactly as your name appears on the other side of this Security) Date: __________________________ Medallion Signature Guarantee: _________________________________ C-1 EXHIBIT C FORM OF RESTRICTED COMMON STOCK LEGEND "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO, INCLUDING THE RELATED DEBENTURE) OR (Y) BY ANY HOLDER THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR (2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT." C-1 The foregoing legend may be removed from this Security on satisfaction of the conditions specified in the Indenture. C-2 EXHIBIT D FORM OF TRANSFER CERTIFICATE FOR TRANSFER OF RESTRICTED COMMON STOCK (TRANSFERS PURSUANT TO SECTION 10.21(b) OF THE INDENTURE) [NAME AND ADDRESS OF COMMON STOCK TRANSFER AGENT] Re: Harris Corporation 3.5% Convertible Debentures due 2022 (the "Securities") Reference is hereby made to the Indenture dated as of August 26, 2002 (the "Indenture") between Harris Corporation and The Bank of New York, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to _________ shares of Common Stock represented by the accompanying certificate(s) that were issued upon conversion of Securities and which are held in the name of [name of transferor] (the "Transferor") to effect the transfer of such Common Stock. In connection with the transfer of such shares of Common Stock, the undersigned confirms that such shares of Common Stock are being transferred: CHECK ONE BOX BELOW (1) [ ] to the Company; or (2) [ ] pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (3) [ ] pursuant to and in compliance with Regulation S under the Securities Act of 1933; or (4) [ ] pursuant to an exemption from registration under the Securities Act of 1933 provided by Rule 144 thereunder. D-1 Unless one of the boxes is checked, the transfer agent will refuse to register any of the Common Stock evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (3) or (4) is checked, the transfer agent may require, prior to registering any such transfer of the Common Stock such certifications and other information, and if box (4) is checked such legal opinions, as the Company has reasonably requested in writing, by delivery to the transfer agent of a standing letter of instruction, to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. [Name of Transferor], By ______________________________ Name:____________________________ Title:___________________________ Dated: D-2 SCHEDULE A PROJECTED PAYMENT SCHEDULE* Projected Payment per Period Debenture ------ --------- August 26, 2002 - February 15, 2003 $16.43 February 15, 2003 - August 15, 2003 $17.50 August 15, 2003 - February 15, 2004 $17.50 February 15, 2004 - August 15, 2004 $17.50 August 15, 2004 - February 15, 2005 $17.50 February 15, 2005 - August 15, 2005 $17.50 August 15, 2005 - February 15, 2006 $17.50 February 15, 2006 - August 15, 2006 $17.50 August 15, 2006 - February 15, 2007 $17.50 February 15, 2007 - August 15, 2007 $17.50 August 15, 2007 - February 15, 2008 $26.75 February 15, 2008 - August 15, 2008 $26.75 August 15, 2008 - February 15, 2009 $26.75 February 15, 2009 - August 15, 2009 $26.75 August 15, 2009 - February 15, 2010 $26.75 February 15, 2010 - August 15, 2010 $26.75 August 15, 2010 - February 15, 2011 $26.75 February 15, 2011 - August 15, 2011 $26.75 August 15, 2011 - February 15, 2012 $26.75 February 15, 2012 - August 15, 2012 $26.75 August 15, 2012 - February 15, 2013 $27.50 February 15, 2013 - August 15, 2013 $27.50 August 15, 2013 - February 15, 2014 $27.50 February 15, 2014 - August 15, 2014 $27.50 August 15, 2014 - February 15, 2015 $27.50 February 15, 2015 - August 15, 2015 $27.50 August 15, 2015 - February 15, 2016 $27.50 February 15, 2016 - August 15, 2016 $27.50 August 15, 2016 - February 15, 2017 $27.50 February 15, 2017 - August 15, 2017 $27.50 August 15, 2017 - February 15, 2018 $27.50 February 15, 2018 - August 15, 2018 $27.50 August 15, 2018 - February 15, 2019 $27.50 February 15, 2019 - August 15, 2019 $27.50 August 15, 2019 - February 15, 2020 $27.50 February 15, 2020 - August 15, 2020 $27.50 August 15, 2020 - February 15, 2021 $27.50 February 15, 2021 - August 15, 2021 $27.50 August 15, 2021 - February 15, 2022 $27.50 February 15, 2022 - August 15, 2022 $27.50 - -------------------------------------------------------------------------------- * The comparable yield and the schedule of projected payments are determined on the basis of certain assumptions and are not determined for any purpose other than for the determination of interest accruals and adjustments thereof in respect of the Securities for United States federal income tax purposes. The comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the actual amounts payable on the Securities. EX-99.3 5 l96024aexv99w3.txt EX-99.3 REGISTRATION RIGHTS AGREEMENT Exhibit 99.3 - -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT Dated August 26, 2002 by and among HARRIS CORPORATION and MORGAN STANLEY & CO. INCORPORATED SALOMON SMITH BARNEY INC. SUNTRUST CAPITAL MARKETS, INC. WACHOVIA SECURITIES, INC. - -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of August 26, 2002 by and among Harris Corporation, a Delaware corporation (the "COMPANY"), and Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., SunTrust Capital Markets, Inc. and Wachovia Securities, Inc. (the "INITIAL PURCHASERS") pursuant to the Purchase Agreement, dated August 20, 2002 (the "PURCHASE AGREEMENT"), among the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement. The Company agrees with the Initial Purchasers, (i) for their benefit as Initial Purchasers and (ii) for the benefit of the beneficial owners (including the Initial Purchasers) from time to time of the Debentures (as defined herein) and the beneficial owners from time to time of the Underlying Common Stock (as defined herein) issued upon conversion of the Debentures (each of the foregoing a "HOLDER" and together the "HOLDERS"), as follows: SECTION 1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: "Affiliate" means with respect to any specified person, an "affiliate," as defined in Rule 144, of such person. "Amendment Effectiveness Deadline Date" has the meaning set forth in Section 2(d) hereof. "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close. "Common Stock" means the shares of common stock, par value $1.00 per share, of the Company and any other shares of common stock as may constitute "Common Stock" for purposes of the Indenture, including the Underlying Common Stock. "Conversion Price" has the meaning assigned to such term in the Indenture, provided, however that if no Debentures are outstanding at the time a determination of the Conversion Price is required, "Conversion Price" means the Conversion Price that would be in effect were Debentures then outstanding. "Damages Accrual Period" has the meaning set forth in Section 2(e) hereof. "Damages Payment Date" means each interest payment date under the Indenture in the case of Debentures, and each February 15 and August 15 in the case of the Underlying Common Stock. "Debentures" means the 3.5% Convertible Debentures due 2022 of the Company to be purchased by the Initial Purchasers pursuant to the Purchase Agreement. "Deferral Notice" has the meaning set forth in Section 3(i) hereof. "Deferral Period" has the meaning set forth in Section 3(i) hereof. "Effectiveness Deadline Date" has the meaning set forth in Section 2(a) hereof. "Effectiveness Period" means the period commencing on the date hereof and ending on the date that all Registrable Securities have ceased to be Registrable Securities. "Event" has the meaning set forth in Section 2(e) hereof. "Event Date" has the meaning set forth in Section 2(e) hereof. "Event Termination Date" has the meaning set forth in Section 2(e) hereof. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. "Filing Deadline Date" has the meaning set forth in Section 2(a) hereof. "Holder" has the meaning set forth in the second paragraph of this Agreement. "Indenture" means the Indenture, to be dated as of August 26, 2002, between the Company and The Bank of New York, as trustee, pursuant to which the Debentures are being issued. "Initial Purchasers" means those parties named in Schedule I to the Purchase Agreement. "Initial Shelf Registration Statement" has the meaning set forth in Section 2(a) hereof. "Issue Date" means the first date of original issuance of the Debentures. "Liquidated Damages Amount" has the meaning set forth in Section 2(e) hereof. 2 "Losses" has the meaning set forth in Section 6 hereof. "Material Event" has the meaning set forth in Section 3(i) hereof. "Notice and Questionnaire" means a written notice delivered to the Company containing substantially the information called for by the Selling Securityholder Notice and Questionnaire attached as Annex A to the Offering Memorandum of the Company dated August 20, 2002 relating to the Debentures. "Notice Holder" means, on any date, any Holder that has delivered a Notice and Questionnaire to the Company on or prior to such date. "Prospectus" means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus. "Purchase Agreement" has the meaning set forth in the preamble hereof. "Record Holder" means (i) with respect to any Damages Payment Date relating to any Debentures as to which any such Liquidated Damages Amount has accrued, the holder of record of such Debenture on the record date with respect to the interest payment date under the Indenture on which such Damages Payment Date shall occur and (ii) with respect to any Damages Payment Date relating to the Underlying Common Stock as to which any such Liquidated Damages Amount has accrued, the registered holder of such Underlying Common Stock fifteen (15) days prior to such Damages Payment Date. "Registrable Securities" means the Debentures until such Debentures have been converted into or exchanged for the Underlying Common Stock and, at all times subsequent to any such conversion or exchange the Underlying Common Stock and any securities into or for which such Underlying Common Stock has been converted or exchanged, and any security issued with respect thereto upon any stock dividend, split or similar event until, in the case of any such security, (A) the earliest of (i) its effective registration under the Securities Act and resale in accordance with the Registration Statement covering it, (ii) expiration of the holding period that would be applicable under Rule 144(k) with respect to persons that are not Affiliates of the Company, (iii) its sale to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act or (iv) such security ceasing to be outstanding and (B) as a result of the event or circumstance described in any of the foregoing clauses (i) through (iii), the legend with respect to transfer restrictions required under the Indenture is removed or removable in accordance with the terms of the Indenture or such legend, as the case may be. 3 "Registration Expenses" means all of the expenses set forth in Section 5 hereof. "Registration Statement" means any registration statement of the Company that covers any of the Registrable Securities pursuant to the provisions of this Agreement including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such registration statement. "Restricted Securities" means "Restricted Securities" as defined in Rule 144. "Rule 144" means Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. "Rule 144A" means Rule 144A under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder. "Shelf Registration Statement" has the meaning set forth in Section 2(a) hereof. "Special Counsel" means Cravath, Swaine & Moore or one such other successor counsel as shall be specified by the Holders of a majority of the Registrable Securities, but which may, with the written consent of the Initial Purchasers (which shall not be unreasonably withheld), be another nationally recognized law firm experienced in securities law matters designated by the Company, the reasonable fees and expenses of which will be paid by the Company pursuant to, and subject to the limit of, Section 5 hereof. "Subsequent Shelf Registration Statement" has the meaning set forth in Section 2(b) hereof. "TIA" means the Trust Indenture Act of 1939, as amended. "Trustee" means The Bank of New York, the Trustee under the Indenture. "Underlying Common Stock" means the Common Stock into which the Debentures are convertible or issued upon any such conversion. 4 SECTION 2. Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "FILING DEADLINE DATE") one hundred and twenty (120) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "SHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders thereof of all of the Registrable Securities held by Notice Holders (the "INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement and Rule 415 under the Securities Act. The Company shall use commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period, subject to Section 3(i) below. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement. (b) If (i) the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities) or (ii) sales of some or all of a Holder's Registrable Securities may not be made pursuant to the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement for any other reason during the Effectiveness Period (other than such Holder's failure to comply with the terms of this Agreement), the Company shall use commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof or to permit such sales, including by (A) amending, within thirty (30) days of such cessation of effectiveness, the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof or to permit such sales, or (B) by filing an additional Shelf Registration Statement pursuant to Rule 415 covering all of the securities that as of the date of such filing are Registrable Securities (a "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a Subsequent Shelf Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or any subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. 5 (c) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchasers. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(i). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) ten (10) Business Days after such date or (y) ten (10) Business Days after the expiration of any Deferral Period in effect when the Notice and Questionnaire is delivered or put into effect within ten (10) Business Days of such delivery date, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or a Subsequent Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement (or such Subsequent Shelf Registration Statement) and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement or a Subsequent Shelf Registration Statement, use commercially reasonable efforts to cause such post-effective amendment (or such Subsequent Shelf Registration Statement) to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is forty-five (45) days after the date such post-effective amendment (or such Subsequent Shelf Registration Statement) is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i) upon written request; and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment or a Subsequent Shelf Registration Statement filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Deferral Period shall be in effect on the Amendment Effectiveness Deadline Date. 6 (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, (iii) the Company has failed to perform its obligations set forth in Section 2(d) within the time period required therein, (iv) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof or (v) the number of Deferral Periods in any period exceeds the number permitted in respect of such period pursuant to Section 3(i) hereof (each of the events of a type described in any of the foregoing clauses (i) through (v) is individually referred to herein as an "EVENT," and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), the date by which the Company is required to perform its obligations set forth in Section 2(d) in the case of clause (iii) (including the filing of any post-effective amendment or subsequent Shelf Registration Statement prior to the Amendment Effectiveness Deadline Date), the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(i) hereof in the case of clause (iv), and the date of the commencement of a Deferral Period that causes the limit on the number of Deferral Periods in any period under Section 3(i) hereof to be exceeded in the case of clause (v), being referred to herein as an "EVENT DATE"). Events shall be deemed to continue until the "EVENT TERMINATION DATE," which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act in the case of an Event of the type described in clause (ii), the date the Company performs its obligations set forth in Section 2(d) in the case of an Event of the type described in clause (iii) (including, without limitation, the date the relevant post-effective amendment to the Shelf Registration Statement or a Subsequent Shelf Registration Statement is declared effective under the Securities Act), termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded in the case of the commencement of an Event of the type described in clause (iv), and termination of the Deferral Period the commencement of which caused the number of Deferral Periods in a period permitted by Section 3(i) to be exceeded in the case of an Event of the type described in clause (v). Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the next date on which there are no Events that have occurred and are continuing (a "DAMAGES ACCRUAL PERIOD"), the Company agrees to pay, as liquidated damages and not as a penalty, an amount (the "LIQUIDATED DAMAGES AMOUNT"), payable on the Damages Payment Dates to Record Holders of Debentures that are Registrable Securities and of shares of Underlying Common Stock issued upon conversion of Debentures that are Registrable Securities, as the case may be, accruing, for each portion of such Damages Accrual Period beginning on and including a Damages Payment Date (or, in respect of the first time that the Liquidated Damages Amount is to be paid to Holders on a Damages Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (A) the date of the end of the Damages Accrual Period or (B) the next Damages Payment 7 Date, at a rate per annum equal to one-half of one percent (0.5%) of the aggregate principal amount of such Debentures or, in the case of Debentures that have been converted into or exchanged for Underlying Common Stock, one-half of one percent (0.5%) of an amount equal to the product of the Conversion Price and the number of such shares of Underlying Common Stock, as the case may be, in each case determined as of the Business Day immediately preceding the next Damages Payment Date; provided, that in the case of a Damages Accrual Period that is in effect solely as a result of an Event of the type described in clause (iii) of the immediately preceding paragraph, such Liquidated Damages Amount shall be paid only to the Holders that have delivered Notice and Questionnaires that caused the Company to incur the obligations set forth in Section 2(d) the non-performance of which is the basis of such Event, provided further, that any Liquidated Damages Amount accrued with respect to any Debenture or portion thereof called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date prior to the Damages Payment Date, shall, in any such event, be paid instead to the Holder who submitted such Debenture or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company of Liquidated Damages Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of any Liquidated Damages Amount by the Company). The Trustee shall be entitled, on behalf of Holders of Debentures or Underlying Common Stock, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Liquidated Damages Amount. Notwithstanding the foregoing, the parties agree that the sole damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company's obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). The parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration 8 Statement to be filed or declared effective or available for effecting resales of Registrable Securities in accordance with the provisions hereof. SECTION 3. Registration Procedures. In connection with the registration obligations of the Company under Section 2 hereof, the Company shall: (a) Prepare and file with the SEC a Registration Statement or Registration Statements on any appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use commercially reasonable efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided, that before filing any Registration Statement or Prospectus or any amendments or supplements thereto with the SEC, the Company shall furnish to the Initial Purchasers and the Special Counsel of such offering, if any, copies of all such documents proposed to be filed and use commercially reasonable efforts to reflect in each such document when so filed with the SEC such comments as the Special Counsel reasonably shall propose within five (5) Business Days of the delivery of such copies to the Initial Purchasers and the Special Counsel. The provisions of this Section shall not apply to filings by the Company under the Exchange Act that are incorporated by reference in such Registration Statement or Prospectus. (b) Prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable period specified in Section 2(a); cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use commercially reasonable efforts to comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement as so amended or such Prospectus as so supplemented. (c) As promptly as practicable give notice to the Notice Holders, the Initial Purchasers and the Special Counsel, (i) when any Prospectus, Prospectus supplement, Registration Statement or post-effective amendment to a Registration Statement has been filed with the SEC and, with respect to a Registration Statement or any post-effective amendment, when the same has been declared effective, (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, by the SEC or any other federal or state governmental authority for amendments or supplements to any Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of the occurrence of a 9 Material Event (but not the nature of or details concerning such Material Event) and (vi) of the determination by the Company that a post-effective amendment to a Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it constitutes a Deferral Notice, in which event the provisions of Section 3(i) shall apply. (d) Use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchasers of the withdrawal of any such order. (e) If reasonably requested by an Initial Purchaser or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Registration Statement such information as the Initial Purchaser and the Special Counsel, or such Notice Holder shall on the basis of a written opinion of nationally-recognized counsel experienced in such matters, determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or post-effective amendment. (f) As promptly as practicable furnish to each Notice Holder, the Special Counsel and the Initial Purchasers, without charge, at least one (1) conformed copy of each Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested by such Notice Holder, Special Counsel, counsel, Initial Purchasers or underwriter). (g) During the Effectiveness Period, deliver to each Notice Holder, the Special Counsel and the Initial Purchasers, in connection with any sale of Registrable Securities pursuant to a Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder may reasonably request; and the Company hereby consents (except during such periods that a Deferral Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. (h) Prior to any public offering of the Registrable Securities pursuant to a Shelf Registration Statement, use commercially reasonable efforts to register or qualify, to the extent required by applicable law, or cooperate with the Notice Holders and the Special Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to a Shelf Registration Statement, use commercially reasonable efforts to keep 10 each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Registration Statement and the related Prospectus; provided, that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of a Shelf Registration Statement or the initiation of proceedings with respect to a Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact (a "MATERIAL EVENT") as a result of which any Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of a Shelf Registration Statement and the related Prospectus for a discrete period of time, (i) in the case of clause (B) above, subject to the next sentence, as promptly as practicable prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Registration Statement, subject to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders, the Special Counsel and the Managing Underwriters, if any, that the availability of such Registration Statement is suspended (a "DEFERRAL NOTICE") and, upon receipt of any Deferral Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is 11 practicable, (y) in the case of clause (B) above, as soon as, in the sole judgment of the Company, public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter and (z) in the case of clause (C) above, as soon as in the reasonable discretion of the Company, such suspension is no longer appropriate. The Company shall be entitled to exercise its right under this Section 3(i) to suspend the availability of the Shelf Registration Statement or any Prospectus, without incurring or accruing any obligation to pay liquidated damages pursuant to Section 2(e), no more than one (1) time in any three month period or three (3) times in any twelve month period, and any such period during which the availability of the Registration Statement and any Prospectus is suspended (the "DEFERRAL PERIOD") shall, without incurring any obligation to pay liquidated damages pursuant to Section 2(e), not exceed 30 days; provided, that the aggregate duration of any Deferral Periods shall not exceed 30 days in any three month period (or 60 days in any three month period in the event of a Material Event pursuant to which the Company has delivered a second notice as required below) or 90 days in any twelve (12) month period; provided, that in the case of a Material Event relating to an acquisition or a probable acquisition or financing, recapitalization, business combination or other similar transaction, the Company may, without incurring any obligation to pay liquidated damages pursuant to Section 2(e), deliver to Notice Holders a second notice to the effect set forth above, which shall have the effect of extending the Deferral Period by up to an additional 15 days, or such shorter period of time as is specified in such second notice. (j) If requested in writing in connection with a disposition of Registrable Securities pursuant to a Registration Statement, subject to customary security procedures, make reasonably available for inspection during normal business hours by a representative for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders or underwriter at the offices where normally kept, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make reasonably available for inspection during normal business hours on reasonable notice all relevant information reasonably requested by such representative for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, that such persons shall execute and deliver a confidentiality agreement in a form reasonably acceptable to the Company, which such form shall allow, (i) disclosure of such information as required by court or administrative order or necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information as required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Registration Statement or the use of any prospectus referred to in this Agreement), (iii) disclosure of such information as becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) disclosure of such information as becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement, and provided, that the foregoing inspection and information 12 gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (k) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 3-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Registration Statement, which statements shall cover said periods. (l) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold or to be sold pursuant to a Registration Statement, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may reasonably request in writing at least one (1) Business Day prior to any sale of such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Registration Statement not later than the effective date of such Registration Statement and provide the Trustee and the transfer agent for the Common Stock with printed certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company. (n) Cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc. (o) Upon (i) the filing of the Initial Registration Statement and (ii) the effectiveness of the Initial Registration Statement, announce the same, in each case by release to Reuters Economic Services and Bloomberg Business News. SECTION 4. Holder's Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that 13 such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. Upon receipt of any Deferral Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in Section 3(i), or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Each Notice Holder agrees to comply with the provisions of the Securities Act relating to prospectus delivery in connection with any offering of Registrable Securities pursuant to the Shelf Registration Statement. SECTION 5. Registration Expenses. The Company shall bear all fees and expenses incurred in connection with the performance by the Company of its obligations under Sections 2 and 3 of this Agreement whether or not any of the Registration Statements are declared effective. Such fees and expenses shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (x) with respect to filings required to be made with the National Association of Securities Dealers, Inc. in connection with an underwritten offering and (y) of compliance with federal and state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of the Special Counsel in connection with Blue Sky qualifications of the Registrable Securities required in section 3(h) under the laws of such jurisdictions as Notice Holders of a majority of the Registrable Securities being sold pursuant to a Registration Statement may designate), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company), (iii) duplication expenses relating to copies of any Registration Statement or Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of counsel for the Company and the Special Counsel in connection with the Shelf Registration Statement (provided that the Company shall not be liable for the fees and expenses of more than one separate firm for all parties participating in any transaction hereunder), (v) reasonable fees and disbursements of the Trustee and its counsel and of the registrar and transfer agent for the Common Stock and (vi) Securities Act liability insurance obtained by the Company in its sole discretion. In addition, the Company shall pay the internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing by the Company of the Registrable Securities on any securities exchange on which similar securities of the Company are then listed and the fees and expenses of any person, including special experts, retained by the Company. Notwithstanding the provisions of this Section 5, each seller of Registrable Securities shall pay (i) all underwriters discounts, fees and brokerage commissions and (ii) selling expenses and all registration expenses to the extent required by applicable law. SECTION 6. Indemnification. 14 (a) Indemnification by the Company. The Company agrees to indemnify and hold harmless each Notice Holder (including each Initial Purchaser) and each person, if any, who controls any Notice Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (collectively, "LOSSES"), caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such Losses arise out of or are based upon (i) an untrue statement or omission or alleged untrue statement or omission based upon the information relating to the Holders furnished to the Company in writing by a Holder expressly for use therein, (ii) use of a Registration Statement or the related Prospectus during a period when use of such Prospectus has been suspended pursuant to Section 3(i) hereof, provided that Holders received prior notice of such suspension or (iii) the failure of such Holder to deliver a Prospectus, as then amended or supplemented, provided that the Company shall have delivered to such Holder such Prospectus, as then amended or supplemented. (b) Indemnification by Holders of Registrable Securities. Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers, and each person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) or any other Holder, from and against all Losses caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was based upon information furnished to the Company in writing by such Holder expressly for use in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such indemnification obligation. (c) Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 6(a) or 6(b), such person (the "INDEMNIFIED PARTY") shall promptly notify the person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees 15 and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed in writing to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such separate firm shall be designated in writing by, in the case of parties indemnified pursuant to Section 6(a), the Holders of a majority (with Holders of Debentures deemed to be the Holders, for purposes of determining such majority, of the number of shares of Underlying Common Stock into which such Debentures are or would be convertible or exchangeable as of the date on which such designation is made) of the Registrable Securities covered by the Registration Statement held by Holders that are indemnified parties pursuant to Section 6(a) and, in the case of parties indemnified pursuant to Section 6(b), the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) Contribution. To the extent the indemnification provided for in Section 6(a) or 6(b) is unavailable to an indemnified party or insufficient in respect of any Losses referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) 16 above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the initial placement pursuant to the Purchase Agreement (before deducting expenses) of the Registrable Securities to which such Losses relate. Benefits received by any Holder shall be deemed to be equal to the value of receiving Registrable Securities that are registered under the Securities Act. The relative fault of the Holders on the one hand and the Company on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Holders or by the Company, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Holders' respective obligations to contribute pursuant to this paragraph are several in proportion to the respective number of Registrable Securities they have sold pursuant to a Registration Statement, and not joint. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation or by any other method or allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the Losses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding this Section 6(d), an indemnifying party that is a selling Holder of Registrable Securities shall not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (e) The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available at law or in equity, under the Purchase Agreement or otherwise. (f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any person controlling any Holder, or the Company, or the Company's officers or directors or any person controlling the Company and (iii) the sale of any Registrable Securities by any Holder. 17 SECTION 7. Information Requirements. The Company covenants that, if at any time before the end of the Effectiveness Period the Company is not subject to the reporting requirements of the Exchange Act, it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company's most recent report filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under any section of the Exchange Act. SECTION 8. Miscellaneous. (a) No Conflicting Agreements. The Company is not, as of the date hereof, a party to, nor shall it, on or after the date of this Agreement, enter into, any agreement with respect to its securities that conflicts with the rights granted to the Holders of Registrable Securities in this Agreement. The Company represents and warrants that the rights granted to the Holders of Registrable Securities hereunder do not in any way conflict with the rights granted to the holders of the Company's securities under any other agreements. (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, without the written consent of the Company and the Holders of a majority of the then outstanding shares of Underlying Common Stock constituting Registrable Securities (with Holders of Debentures deemed to be the Holders, for purposes of this Section, of the number of outstanding shares of Underlying Common Stock into which such Debentures are or would be convertible or exchangeable as of the date on which such consent is requested). Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders of Registrable Securities may be given by Holders of at least a majority of the Registrable Securities being sold by such Holders pursuant to such Registration Statement; provided, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence. Each Holder of Registrable Securities outstanding at the time of any such amendment, modification, supplement, waiver or consent or thereafter shall be bound by any such amendment, modification, supplement, waiver or consent effected pursuant to this Section 8(b), whether or not any notice, writing or marking indicating such 18 amendment, modification, supplement, waiver or consent appears on the Registrable Securities or is delivered to such Holder. (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, by telecopier, by courier guaranteeing overnight delivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made, if made by hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after being deposited with such courier, if made by overnight courier or (iv) on the date indicated on the notice of receipt, if made by first-class mail, to the parties as follows: (w) if to a Holder of Registrable Securities, at the most current address given by such Holder to the Company in a Notice and Questionnaire or any amendment thereto; (x) if to the Company, to: Harris Corporation 1025 West NASA Blvd. Melbourne, FL 32919 Attention: Scott T. Mikuen Telecopy No.: (321) 727-9234 with copies to Holland & Knight LLP 50 North Laura Street Suite 3900 Jacksonville, FL 32202 Attention: T. Malcolm Graham, Esq. Telecopy No.: (904) 358-1872 (y) if to the Initial Purchasers, to: Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Attention: Equity Capital Markets Telecopy No.: (212) 761-0538 Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 Attention: General Counsel Telecopy No.: (212) 816-7912 and Cravath, Swaine & Moore 825 Eighth Avenue 19 New York, New York 10019 Attention: Paul Michalski, Esq. Telecopy No. (212) 474-3700 or to such other address as such person may have furnished to the other persons identified in this Section 8(c) in writing in accordance herewith. (d) Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. (e) Successors and Assigns. Any person who purchases any Registrable Securities from any Initial Purchaser shall be deemed, for purposes of this Agreement, to be an assignee of such Initial Purchaser. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties and shall inure to the benefit of and be binding upon each Holder of any Registrable Securities. (f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be original and all of which taken together shall constitute one and the same agreement. (g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. (i) Jurisdiction. Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any New York state court or any Federal court located in the State of New York, City of New York, Borough of Manhattan in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement in any court other than any New York state court or any Federal court sitting in the State of New York, City of New York, Borough of Manhattan (provided, however, that nothing in this clause (c) shall prevent a party to this Agreement that has been made a party to an action brought by a person that is not a party to this Agreement in any state or Federal court outside of the State of New York, City of New York, Borough of Manhattan from seeking to join (whether by cross-claim, third party claim or otherwise) any other party to this Agreement in any such action outside of the State of New York, City of New York, Borough of Manhattan) and (d) waives any right to trial by jury with respect to any action related to or arising out of this Agreement. 20 (j) Severability. If any term provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. (k) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and the registration rights granted by the Company with respect to the Registrable Securities. Except as provided in the Purchase Agreement, there are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior agreements and undertakings among the parties with respect to such registration rights. No party hereto shall have any rights, duties or obligations other than those specifically set forth in this Agreement. In no event will such methods of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. (l) Termination. This Agreement and the obligations of the parties hereunder shall terminate upon the end of the Effectiveness Period, except for any liabilities or obligations under Section 4, 5 or 6 hereof and the obligations to make payments of and provide for liquidated damages under Section 2(e) hereof to the extent such damages accrue prior to the end of the Effectiveness Period, each of which shall remain in effect in accordance with its terms. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 21 IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above. Very truly yours, HARRIS CORPORATION By: /s/ D. S. Wasserman ------------------------------ Name: David S. Wasserman Title: Vice President - Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. MORGAN STANLEY & CO. INCORPORATED SALOMON SMITH BARNEY INC. SUNTRUST CAPITAL MARKETS, INC. WACHOVIA SECURITIES, INC. By: Morgan Stanley & Co. Incorporated By: /s/ Kevin Woodruff ----------------------------- Name: Kevin Woodruff Title: Executive Director For themselves and the other Initial Purchasers named in Schedule I to the Purchase Agreement. EX-99.4 6 l96024aexv99w4.txt EX-99.4 PURCHASE AGREEMENT EXHIBIT 99.4 $125,000,000 HARRIS CORPORATION 3.5% Convertible Debentures Due 2022 PURCHASE AGREEMENT August 20, 2002 Morgan Stanley & Co. Incorporated Salomon Smith Barney Inc. SunTrust Capital Markets, Inc. Wachovia Securities, Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs and Mesdames: Harris Corporation, a Delaware corporation (the "COMPANY"), proposes to issue and sell to the several purchasers named in Schedule I hereto (the "INITIAL PURCHASERS") $125,000,000 principal amount of its 3.5% Convertible Debentures Due 2022 (the "FIRM SECURITIES") to be issued pursuant to the provisions of an Indenture to be dated as of August 26, 2002 (the "Indenture") between the Company and The Bank of New York, as Trustee (the "TRUSTEE"). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $25,000,000 principal amount of its 3.5% Convertible Debentures Due 2022 (the "ADDITIONAL SECURITIES") if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Initial Purchasers, the right to purchase such 3.5% Convertible Debentures Due 2022 granted to the Initial Purchasers in Section 2 hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred to as the "SECURITIES". The Securities will be convertible into shares of Common Stock, par value $1.00 (the "UNDERLYING SECURITIES"), of the Company. The Securities and the Underlying Securities will be offered without being registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"), in reliance upon exemptions from the registration requirements of the Securities Act. The Initial Purchasers and their direct and indirect transferees will be entitled to the benefits of a Registration Rights Agreement dated the date hereof between the Company and the Initial Purchasers (the "REGISTRATION RIGHTS AGREEMENT"). In connection with the sale of the Securities, the Company will prepare a final offering memorandum (the "MEMORANDUM") including or incorporating by reference a description of the terms of the Securities and the Underlying Securities, the terms of the offering and a description of the Company. As used herein, the term "Memorandum" shall include in each case the documents incorporated by reference therein. 1. Representations and Warranties. The Company represents and warrants to, and agrees with, you that: (a) (i) Each document, if any, filed or to be filed pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and incorporated by reference 1 in the Memorandum complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Securities and Exchange Commission (the "COMMISSION") thereunder and (ii) the Memorandum, in the form used by the Initial Purchasers to confirm sales and on the Closing Date (as defined in Section 4), will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Memorandum based upon information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through you expressly for use therein. (b) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Memorandum and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. (c) On the date hereof, the Company has no significant subsidiary, as defined in Rule 405 under the Securities Act. (d) This Agreement has been duly authorized, executed and delivered by the Company. (e) The authorized capital stock of the Company is as set forth in the Memorandum and conforms as to legal matters to the description thereof contained in the Memorandum. (f) The shares of common stock outstanding prior to the issuance of the Securities have been duly authorized and are validly issued, fully paid and non-assessable. (g) The Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to the effects of applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and equitable principles of general applicability, and will be entitled to the benefits of the Indenture and the Registration Rights Agreement. (h) The Underlying Securities issuable upon conversion of the Securities have been duly authorized and reserved and, when issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and 2 non-assessable, and the issuance of the Underlying Securities will not be subject to any preemptive or similar rights. (i) Each of the Indenture and the Registration Rights Agreement have been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and general principles of equity and except as rights to indemnification and contribution under the Registration Rights Agreement may be limited under applicable law. (j) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Indenture, the Registration Rights Agreement and the Securities will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company or any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Indenture, the Registration Rights Agreement or the Securities, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities and by Federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement. (k) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Memorandum, exclusive of any amendments or supplements thereto subsequent to the date of this Agreement. (l) There are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject other than proceedings accurately described in all material respects in the Memorandum and proceedings that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement, the Indenture, the Registration Rights Agreement or the Securities or to consummate the transactions contemplated by the Memorandum. (m) The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, Federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("ENVIRONMENTAL LAWS"), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance 3 with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole. (n) There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole. (o) The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Memorandum will not be, required to register as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended. (p) Neither the Company nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act, an "AFFILIATE") of the Company has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the Securities in a manner that would require the registration under the Securities Act of the Securities or (ii) offered, solicited offers to buy or sold the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act in connection with any offer or sale of the Securities in the United States, except no representation, warranty or agreement is made by the Company in this paragraph with respect to the Initial Purchasers. (q) None of the Company, its Affiliates or any person acting on its or their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S under the Securities Act ("REGULATION S")) with respect to the Securities being sold in reliance on Regulation S and the Company and its Affiliates and any person acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S, except no representation, warranty or agreement is made by the Company in this paragraph with respect to the Initial Purchasers. (r) It is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers in the manner contemplated by this Agreement to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended. (s) The Securities satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act. 4 (t) None of the Company and its subsidiaries or, to the best knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any subsidiary has (A) within the past five years violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977 or (B) (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds or (iii) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment, except in the case of clauses (B)(i), (B)(ii) and (B)(iii), which would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole. 2. Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Initial Purchasers, and each Initial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Firm Securities set forth in Schedule I hereto opposite its name at a purchase price of 97.5% of the principal amount thereof (the "PURCHASE PRICE") plus accrued interest, if any, from August 26, 2002 to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional Securities, and the Initial Purchasers shall have a one-time right to purchase, severally and not jointly, up to $25,000,000 principal amount of Additional Securities at the Purchase Price plus accrued interest, if any, from August 26, 2002 to the date of payment and delivery. If you, on behalf of the Initial Purchasers, elect to exercise such option, you shall so notify the Company in writing not later than 30 calendar days after the date of this Agreement, which notice shall specify the principal amount of Additional Securities to be purchased by the Initial Purchasers and the date on which such Additional Securities are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than ten business days after the date of such notice. If any Additional Securities are to be purchased, each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Additional Securities (subject to such adjustments to eliminate fractional Securities as you may determine) that bears the same proportion to the total principal amount of Additional Securities to be purchased as the principal amount of Firm Securities set forth in Schedule I opposite the name of such Initial Purchaser bears to the total principal amount of Firm Securities. The Company hereby agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated and Salomon Smith Barney Inc. on behalf of the Initial Purchasers, it will not, during the period ending 90 days after the date of the Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or such other securities, in cash or otherwise. The foregoing sentence 5 shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Company of any shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Initial Purchasers have been advised in writing (it being agreed that the Initial Purchasers shall be deemed to have been advised in writing of all such options, warrants and securities identified as outstanding in the Company's periodic reports filed pursuant to the Exchange Act prior to the date hereof) or (C) the issuance by the Company under its existing employee benefit plans disclosed in the Company's most recent Proxy Statement filed pursuant to Section 14 under the Exchange Act or Annual Report on Form 10-K, in accordance with past practice and the terms of such plans, of shares of common stock and options to purchase common stock. 3. Terms of Offering. You have advised the Company that the Initial Purchasers will make an offering of the Securities purchased by the Initial Purchasers hereunder, on the terms to be set forth in the Memorandum, as soon as practicable after this Agreement is entered into as in your judgment is advisable. 4. Payment and Delivery. Payment for the Firm Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Securities for the respective accounts of the several Initial Purchasers at 10:00 a.m., New York City time, on August 26, 2002, or at such other time on the same or such other date, not later than August 30, 2002, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "CLOSING Date." Payment for any Additional Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Securities for the respective accounts of the several Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than 10 calendar days after the date of such notice, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE." Certificates for the Securities shall be in definitive form or global form, as specified by you, and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Securities shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Securities to the Initial Purchasers duly paid, against payment of the Purchase Price therefor plus accrued interest, if any, from August 26, 2002 to the date of payment and delivery. 5. Conditions to the Initial Purchasers' Obligations. The several obligations of the Initial Purchasers to purchase and pay for the Firm Securities on the Closing Date are subject to the following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: 6 (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the Company's securities or in the rating outlook for the Company by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Memorandum, exclusive of any amendments or supplements thereto subsequent to the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable or inadvisable to market, sell or deliver the Securities on the terms and in the manner contemplated in the Memorandum. (b) The Initial Purchasers shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 5(a)(i) and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Initial Purchasers shall have received on the Closing Date an opinion of Holland & Knight LLP, outside counsel for the Company, dated the Closing Date, to the effect set forth in Exhibit A-1 and an opinion of Scott T. Mikuen, Vice President-Counsel, Corporate and Commercial Operations, of the Company, to the effect set forth in Exhibit A-2. Such opinions shall be rendered to the Initial Purchasers at the request of the Company and shall so state therein. (d) The Initial Purchasers shall have received on the Closing Date an opinion of Cravath, Swaine & Moore, counsel for the Initial Purchasers, dated the Closing Date, to the effect set forth in Exhibit B. (e) The Initial Purchasers shall have received on each of the date hereof and the Closing Date a letter, dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Initial Purchasers, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by 7 reference into the Memorandum; provided that the letter delivered on the Closing Date shall use a "cut-off date" not earlier than the date hereof. (f) The "lock-up" agreements, each substantially in the form of Exhibit C hereto, between you and the executive officers and directors of the Company listed on Schedule II hereto relating to sales and certain other dispositions of shares of common stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (g) The Securities shall have been designated as Portal-eligible securities in accordance with the rules and regulations of the NASD and the Securities shall be eligible for clearance and settlement through The Depository Trust Company. (h) The shares of Common Stock issuable upon conversion of the Securities shall have been duly listed, subject to notice of issuance, on the New York Stock Exchange. The several obligations of the Initial Purchasers to purchase Additional Securities hereunder are subject to the delivery to you on the Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization, execution and authentication of the Additional Securities and other matters related to the execution and authentication of the Additional Securities. 6. Covenants of the Company. In further consideration of the agreements of the Initial Purchasers contained in this Agreement, the Company covenants with each Initial Purchaser as follows: (a) To furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the second business day next succeeding the date of this Agreement and during the period mentioned in Section 6(c), as many copies of the Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request. (b) Before amending or supplementing the Memorandum, to furnish to you a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which you reasonably object. (c) If, during the period from the date hereof to the date on which all of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Memorandum in order to make the statements therein, in the light of the circumstances when the Memorandum is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either amendments or supplements to the Memorandum so that the statements in the Memorandum as so amended or supplemented 8 will not, in the light of the circumstances when the Memorandum is delivered to a purchaser, be misleading or so that the Memorandum, as amended or supplemented, will comply with applicable law. (d) To endeavor, if required by applicable law, to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. (e) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of the Company's obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the preparation of the Memorandum and all amendments and supplements thereto, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchasers, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) any fees charged by rating agencies for the rating of the Securities, (v) all document production charges and expenses of counsel to the Initial Purchasers (but not including their fees for professional services) in connection with the preparation of this Agreement, (vi) the fees and expenses, if any, incurred in connection with the admission of the Securities for trading in PORTAL or any appropriate market system and the listing of the Underlying Securities issuable upon conversion of the Securities, (vii) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (viii) the cost of the preparation, issuance and delivery of the Securities and the Underlying Securities issuable upon conversion of the Securities, (ix) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered by the Company in connection with the road show, and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in 9 this Section, Section 8, and the last paragraph of Section 10, the Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (f) Neither the Company nor any Affiliate, nor any person acting on its or their behalf, will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities. (g) Neither the Company nor any Affiliate, nor any person acting on its or their behalf, will, in connection with any offer or sale of the Securities or the Underlying Securities in the United States, solicit any offer to buy or offer or sell the Securities or the Underlying Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (h) While any of the Securities or the Underlying Securities remain "restricted securities" within the meaning of the Securities Act, to make available, upon request, to any seller of such Securities the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act and current in its reporting requirements thereunder. (i) If requested by you, to use commercially reasonable efforts to permit the Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL Market. (j) Neither the Company nor any Affiliate, nor any person acting on its or their behalf, will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities, and the Company and its Affiliates and each person acting on its or their behalf (other than the Initial Purchasers) will comply with the offering restrictions requirement of Regulation S. (k) During the period of two years after the Closing Date or the Option Closing Date, if later, the Company will not, and will not permit any of its Affiliates to resell any of the Securities or the Underlying Securities which constitute "restricted securities" under Rule 144 that have been reacquired by any of them. (l) Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby. (m) The Company will cooperate with the Initial Purchasers and use commercially reasonable efforts to permit the Securities to be eligible for clearance and settlement through The Depository Trust Company. 10 (n) The Company will reserve and keep available at all times, free of preemptive rights, shares of Common Stock for the purpose of enabling the Company to satisfy any obligations to issue shares of Common Stock upon conversion of the Securities. (o) The Company shall duly list the shares of Common Stock issuable upon conversion of the Securities on the New York Stock Exchange, subject to official notice of issuance. (p) Between the date hereof and the latest of (1) the Closing Date, (2) the expiration of the period during which the Initial Purchasers may exercise their right to purchase the Additional Securities and (3) the Option Closing Date, the Company will not do or authorize any act or thing that would result in an adjustment of the conversion price of the Securities. (q) Any information provided by the Company to publishers of publicly available databases about the terms of the Securities shall include a statement that the Securities have not been registered under the Securities Act and are subject to restrictions under Rule 144A and Regulation S. (r) The Company will refuse, and will cause all applicable trustees and transfer agents to refuse, to register any transfer of Securities or Underlying Securities issued upon conversion of Securities if such transfer is not made in accordance with the provisions of Regulation S under the Securities Act, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act; provided that the provisions of this paragraph shall not be applicable to any Security or Underlying Security which has been transferred pursuant to an effective registration statement or Rule 144 under the Securities Act, and, as a result of which, or otherwise, is no longer subject to restrictions on transfer under the Securities Act. (s) All of the Securities and Underlying Securities issuable upon conversion thereof will contain a legend to the effect that the transfer thereof is prohibited except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from registration under the Securities Act and that hedging transactions involving those Securities or Underlying Securities may not be conducted unless in compliance with the Securities Act; provided that such legend may be removed if such Securities or Underlying Securities issuable upon conversion thereof have been transferred pursuant to an effective registration statement or when eligible for resale under Rule 144 under the Securities Act, and, as a result of which, or otherwise, are no longer subject to restrictions on transfer under the Securities Act. 7. Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified 11 institutional buyer as defined in Rule 144A under the Securities Act (a "QIB"). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act in connection with any offer and sale of the Securities in the United States and (ii) it will solicit offers for such Securities only from, and will offer such Securities only (A) to persons that it reasonably believes to be QIBs or (B) to persons other than U.S. persons (as such term is defined in Regulation S) in reliance upon Regulation S, that, in each case, in purchasing such Securities are deemed to have represented and agreed as provided in the Memorandum under the caption "Notice to Investors" and, in connection with each such sale pursuant to Rule 144A, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale is being made in reliance on Rule 144A. (b) Each Initial Purchaser, severally and not jointly, further represents, warrants, and agrees with respect to offers and sales pursuant to Regulation S that: (i) such Initial Purchaser has offered the Securities and will offer and sell the Securities (A) as part of their distribution at any time and (B) otherwise until one year after the later of the commencement of the offering and the Closing Date (or Option Closing Date, if later), only in accordance with Rule 903 of Regulation S; accordingly, neither such Initial Purchaser, its Affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and any such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S; (ii) each Initial Purchaser agrees that it will not engage, directly or indirectly, in hedging transactions with regard to the Securities or the Underlying Securities issuable upon conversion thereof prior to the expiration of one year after the later of the commencement of the offering and the Closing Date (or Option Closing Date, if later) unless in compliance with the Securities Act; (iii) such Initial Purchaser agrees that, at or prior to confirmation of sales of the Securities (other than sales pursuant to Rule 144A) it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the one year distribution compliance period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until one year after the later of the commencement of the offering and August 26, 2002, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Hedging transactions with regard to the Securities or the Underlying 12 Securities issuable upon conversion of the Securities may not be conducted, directly or indirectly, prior to the expiration of one year after the later of the commencement of the offering and August 26, 2002 unless in compliance with the Securities Act. Terms used above have the meaning given to them by Regulation S."; (iv) such Initial Purchaser (i) has not offered or sold and, prior to the expiry of a period of six months from the Closing Date, will not offer or sell any Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) received by it in connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA would not, if the Company was not an authorized person, apply to the Company; and (iii) has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; and (v) each Initial Purchaser also represents and agrees that it has not entered and will not enter into any contractual arrangement with any distributor with respect to the distribution of the Securities, except with its Affiliates or with the prior written consent of the Company. Terms used in this Section 7(b) have the meanings given to them by Regulation S. 8. Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless each Initial Purchaser and each person, if any, who controls any Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Memorandum (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through you expressly for use therein. (b) Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Initial 13 Purchaser, but only with reference to information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through you expressly for use in either Memorandum or any amendments or supplements thereto. (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the "INDEMNIFIED PARTY") shall promptly notify the person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such separate firm shall be designated in writing by Morgan Stanley & Co. Incorporated and Salomon Smith Barney Inc., in the case of parties indemnified pursuant to Section 8(a), and by the Company, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such 14 indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Initial Purchasers on the other hand from the offering of the Securities or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company on the one hand and of the Initial Purchasers on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Initial Purchasers on the other hand in connection with the offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Company and the total discounts and commissions received by the Initial Purchasers, in each case as set forth in the Memorandum, bear to the aggregate offering price of the Securities. The relative fault of the Company on the one hand and of the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Initial Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Initial Purchasers' respective obligations to contribute pursuant to this paragraph are several in proportion to the respective principal amount of Securities they have purchased hereunder, and not joint. (e) The Company and the Initial Purchasers agree that it would not be just or equitable if contribution pursuant to Section 8(d) were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities resold by it in the initial placement of such Securities were offered to investors exceeds the amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Initial Purchaser or any person controlling any Initial Purchaser or by or on behalf of the Company, its officers or directors or 15 any person controlling the Company and (iii) acceptance of and payment for any of the Securities. 9. Termination. This Agreement shall be subject to termination by notice given by you to the Company, if (a) after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed or maximum ranges for prices shall have been required, on or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade or the clearance or settlement of such trading generally shall have been materially disrupted, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or a material disruption in commercial banking in the United States shall have occurred or (iv) there shall have occurred any outbreak or escalation of hostilities, including any act or acts of terrorism, or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and (b) in the case of any of the events specified in clauses 9(a)(i) through 9(a)(iv), such event, singly or together with any other such event, makes it, in your judgment, impracticable or inadvisable to market, sell or deliver the Securities on the terms and in the manner contemplated in the Memorandum. 10. Effectiveness; Defaulting Initial Purchasers. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, or the Option Closing Date, as the case may be, any one or more of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Firm Securities set forth opposite their respective names in Schedule I bears to the aggregate principal amount of Firm Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as you may specify, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities that any Initial Purchaser has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Initial Purchaser. If, on the Closing Date any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase Firm Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Firm Securities to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Firm Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or of the Company. In any such case either you or the 16 Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Memorandum or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase Additional Securities and the aggregate principal amount of Additional Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Additional Securities to be purchased, the non-defaulting Initial Purchasers shall have the option to (a) terminate their obligation hereunder to purchase Additional Securities or (b) purchase not less than the principal amount of Additional Securities that such non-defaulting Initial Purchasers would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement. If this Agreement shall be terminated by the Initial Purchasers, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Initial Purchasers or such Initial Purchasers as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Initial Purchasers in connection with this Agreement or the offering contemplated hereunder. 11. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 12. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. 13. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement. 17 Very truly yours, HARRIS CORPORATION By: /s/ D. S. Wasserman ----------------------------------- Name: David S. Wasserman Title: Vice President, Treasurer Accepted as of the date hereof Morgan Stanley & Co. Incorporated Salomon Smith Barney Inc. SunTrust Capital Markets, Inc. Wachovia Securities, Inc. Acting severally on behalf of themselves and the several Initial Purchasers named in Schedule I hereto. By: Morgan Stanley & Co. Incorporated By: /s/ Daniel Simkowitz ---------------------------------- Name: Daniel Simkowitz Title: Managing Director 18 SCHEDULE I

PRINCIPAL AMOUNT OF FIRM INITIAL PURCHASER SECURITIES TO BE PURCHASED - ----------------------------------------- -------------------------- Morgan Stanley & Co. Incorporated........ $53,125,000 Salomon Smith Barney Inc................. 53,125,000 SunTrust Capital Markets, Inc............ 6,250,000 Wachovia Securities, Inc................. 12,500,000 ------------ Total:............................. $125,000,000 ============

19 SCHEDULE II Persons to Deliver Lock-Up Agreements Thomas A. Dattilo Alfred C. DeCrane, Jr. Ralph D. DeNunzio Joseph L. Dionne Phillip W. Farmer Lewis Hay III Karen Katen Stephen P. Kaufman David B. Rickard Gregory T. Swienton Bruce M. Allan Richard L. Ballantyne James L. Christie Allen E. Dukes Nick E. Heldreth Robert K. Henry Gary L. McArthur Chester A. Massari Daniel R. Pearson Bryan R. Roub David S. Wasserman 20 EXHIBIT A-1 OPINION OF HOLLAND & KNIGHT LLP The opinion of the counsel for the Company, to be delivered pursuant to Section 5(c) of the Purchase Agreement shall be to the effect that: A. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Memorandum, the Company is duly qualified to transact business in California, Florida, Illinois, Massachusetts, New York, Ohio and Texas, the Company's status is active in the State of Florida, and the Company is in good standing in each other jurisdiction listed in this paragraph. B. The Purchase Agreement has been duly authorized, executed and delivered by the Company. C. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Memorandum. D. The Securities have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and general principles of equity, and will be entitled to the benefits of the Indenture pursuant to which such Securities are to be issued and of the Registration Rights Agreement. E. The Underlying Securities reserved for issuance upon conversion of the Securities have been duly authorized and reserved and, when issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and non-assessable, and the issuance of the Underlying Securities will not be subject to any preemptive or similar rights. F. Each of the Indenture and the Registration Rights Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and general principles of equity and except as rights to indemnification and contribution under the Registration Rights Agreement may be limited under Applicable Law. G. The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Purchase Agreement, the Indenture, the Registration Rights Agreement and the Securities will not contravene (i) any provision of Applicable Law or the certificate of incorporation or by-laws of the Company, (ii) any agreement or other 21 instrument listed as an exhibit to the Company's Annual Report on Form 10-K/A for the year ended June 29, 2001 (the "2001 Form 10-K") or Quarterly Reports on Form 10-Q/A for the periods ended September 28, 2001 and December 28, 2001, or Quarterly Report on Form 10-Q for the period ended March 29, 2002 or that would be required to be filed as a material agreement exhibit to a quarterly report by the Company on Form 10-Q (provided, that in determining which documents would be required to be so filed, such counsel may rely on an officer's certificate that specifies the agreements that the Company would be required to be so filed), or (iii) to the best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary. H. No Governmental Approval is required for the performance by the Company of its obligations under the Purchase Agreement, the Indenture, the Registration Rights Agreement or the Securities, except such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities and by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement. I. After due inquiry, such counsel does not know of any legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject and that would be required to be described by the Company in Item 3 of an annual report on Form 10-K, other than proceedings fairly summarized in all material respects in the Memorandum. J. The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Memorandum will not be, required to register as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended. K. The statements in the Memorandum under the captions "Description of Debentures," "Description of Capital Stock," "Business-Legal Proceedings," "Plan of Distribution," "Notice to Investors" and in "Item 3-Legal Proceedings" of the Company's most recent annual report on Form 10-K/A, insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly summarize the matters referred to therein. L. The statements in the Memorandum under the caption "Certain United States Federal Income Tax Considerations," insofar as such statements constitute a summary of the United States Federal tax laws referred to therein, are accurate and fairly summarize in all material respects the United States Federal tax laws referred to therein. M. Such counsel (i) is of the opinion that each document incorporated by reference in the Memorandum (except for financial statements and schedules and other financial and statistical data included therein as to which such counsel need not express any opinion), complied as to form when filed with the Commission in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder and (ii) has no reason to believe that (except for financial statements and schedules and other financial and statistical data as to which such counsel need not express any belief) the Memorandum when issued contained, or as 22 of the date such opinion is delivered contains, any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. With respect to the matters referred to in the paragraph above, counsel may state that his or her opinions or beliefs are based upon his or her participation in the preparation of the Memorandum (and any amendments or supplements thereto) and in conferences with representatives of the Company and the independent accountants of the Company, at which the contents of the Memorandum were discussed and review of the documents incorporated by reference therein but, except as set forth in paragraphs 12 and 13 are without independent check or verification. N. Based upon the representations, warranties and agreements of the Company in Sections 1(p), 1(q), 6(f), 6(g) and 6(j) of the Purchase Agreement and of the Initial Purchasers in Section 7 of the Purchase Agreement, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers under the Purchase Agreement or in connection with the initial resale of such Securities by the Initial Purchasers in accordance with Section 7 of the Purchase Agreement to register the Securities under the Securities Act of 1933 or to qualify the Indenture under the Trust Indenture Act of 1939, it being understood that no opinion is expressed as to any subsequent resale of any Security or Underlying Security. 23 EXHIBIT A-2 OPINION OF COMPANY COUNSEL The opinion of Scott T. Mikuen, Vice President-Counsel, Corporate & Commercial Operations for the Company, to be delivered pursuant to Section 5(c) of the Purchase Agreement shall be to the effect that: A. The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Purchase Agreement, the Indenture, the Registration Rights Agreement and the Securities will not contravene (i) any provision of applicable law or the certificate of incorporation or by-laws of the Company except that no opinion is given by such counsel as to rights to indemnification and contribution under the Purchase Agreement or the Registration Rights Agreement, (ii) to the best of such counsel's knowledge any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or (iii) to the best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company. B. No Governmental Approval is required for the performance by the Company of its obligations under the Purchase Agreement, the Indenture, the Registration Rights Agreement or the Securities, except such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities and by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement. C. After due inquiry, such counsel does not have knowledge of any legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject other than proceedings fairly summarized in all material respects in the Memorandum and proceedings which such counsel believes are not likely to have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under the Purchase Agreement, the Indenture, the Registration Rights Agreement or the Securities or to consummate the transactions contemplated by the Memorandum. D. Such counsel (i) is of the opinion that each document incorporated by reference in the Memorandum (except for financial statements and schedules and other financial and statistical data included therein as to which such counsel need not express any opinion), complied as to form when filed with the Commission in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder and (ii) has no reason to believe that (except for financial statements and schedules and other financial and statistical data as to which such counsel need not express any belief) the Memorandum when issued contained, or as of the date such opinion is delivered contains, any untrue statement of a material fact or omitted 24 or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. With respect to the matters referred to in the paragraph above, counsel may state that his or her opinions or beliefs are based upon his or her participation in the preparation of the Memorandum (and any amendments or supplements thereto) and in conferences with representatives of the Company and the independent accountants of the Company, at which the contents of the Memorandum were discussed and review of the documents incorporated by reference therein, but except as set forth in paragraph C above, are without independent check or verification. 25 EXHIBIT B OPINION OF CRAVATH, SWAINE & MOORE The opinion of Cravath, Swaine & Moore to be delivered pursuant to Section 5(d) of the Purchase Agreement shall be to the effect that: A. The Purchase Agreement has been duly authorized, executed and delivered by the Company. B. The Debentures conform in all material respects to the description thereof contained in the Memorandum. C. The Indenture has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law). D. The Debentures have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers pursuant to the Purchase Agreement, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law). E. The Debentures are convertible into shares of Common Stock of the Company in accordance with the terms of the Indenture; the shares of Common Stock initially issuable upon conversion of the Debentures have been duly authorized and validly reserved for issuance upon such conversion of the Debentures, and such shares, when issued and delivered upon such conversion in the manner provided in the Indenture, will be validly issued, fully paid and nonassessable. As of the date of such opinion, holders of outstanding shares of Common Stock are not entitled to statutory preemptive rights in connection with the issuance of such shares upon such conversion. F. Assuming (i) the accuracy of, and compliance with, the representations, warranties and covenants of the Company in Sections 1 and 6 of the Purchase Agreement, (ii) the accuracy of, and compliance with, the representations, warranties and covenants of the Initial Purchasers in Section 7 of the Purchase Agreement, (iii) the accuracy of, and compliance with, the representations and warranties of each of the purchasers to whom the Initial Purchasers initially resell the Debentures, as specified in the Memorandum under the caption "Notice to 26 Investors", (iv) the compliance by the Initial Purchasers with the offering and transfer procedures and restrictions described in the Memorandum, (v) receipt by each purchaser to whom the Initial Purchasers initially resell the Debentures of a copy of the Offering Memorandum prior to such sale and (vi) that any information provided by the Company or the Initial Purchasers to publishers of publicly available databases about the terms of the Debentures shall include a statement that the Securities have not been registered under the Act and are subject to restrictions under Rule 144A and Regulation S, it is not necessary in connection with the offer, sale and delivery of the Debentures or in connection with the initial resale of the Debentures in the manner contemplated by the Purchase Agreement and the Memorandum to register the Debentures under the Securities Act and it is not necessary to qualify the Indenture under the Trust Indenture Act of 1939, as amended, it being understood that no opinion is expressed as to any subsequent resale of any Debentures or the Underlying Securities. In addition, in a separate letter dated the Closing Date, Cravath, Swaine and Moore shall state that: Although such counsel has made certain inquiries and investigations in connection with the preparation of the Memorandum, the limitations inherent in the role of outside counsel are such that such counsel cannot and does not assume responsibility for the accuracy or completeness of the statements made in the Final Memorandum, except insofar as such statements relate to such counsel and except to the extent set forth in paragraph (B) of such counsel's opinion dated the date hereof. Subject to the foregoing, such counsel hereby advises you that such counsel's work in connection with this matter did not disclose any information that gave such counsel reason to believe that the Memorandum (except for the financial statements and other information of an accounting, statistical or financial nature included therein, as to which such counsel does not express any view), as of its date or as of the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 27 EXHIBIT C [FORM OF LOCK-UP LETTER] August ___, 2002 Morgan Stanley & Co. Incorporated Salomon Smith Barney Inc. as Representatives of the Initial Purchasers c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 Dear Sirs and Mesdames: The undersigned understands that Morgan Stanley & Co. Incorporated ("Morgan Stanley") and Salomon Smith Barney Inc. ("SSB") propose to enter into a Purchase Agreement (the "Purchase Agreement") with Harris Corporation, a Delaware corporation (the "Company"), providing for the offering (the "Offering") by the several Initial Purchasers named therein, including Morgan Stanley and SSB (the "Initial Purchasers"), of certain convertible debentures of the Company (the "Securities"). The Securities will be convertible into shares of Common Stock, par value $1.00 of the Company (the "Common Stock"). To induce the Initial Purchasers that may participate in the Offering to continue their efforts in connection with the Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley and SSB on behalf of the Initial Purchasers, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final offering memorandum relating to the Offering (the "Final Memorandum"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offering, (b) transfers of Common Stock or options to purchase Common Stock made as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound by the restrictions set forth herein or (c) transfers of shares of Common Stock or options to purchase Common Stock made to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein, and 28 provided further that any such transfer shall not involve a disposition for value or (d) deemed sales upon the withholding of shares to pay the exercise price of options or the related tax payments upon such exercise. In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley and SSB on behalf of the Initial Purchasers, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Final Memorandum, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the undersigned's share of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that the Company and the Initial Purchasers are relying upon this Lock-Up Agreement in proceeding toward consummation of the Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to a Purchase Agreement, the terms of which are subject to negotiation between the Company and the Initial Purchasers. This Agreement shall terminate and be of no further force or effect if (a) the undersigned ceases to be an executive officer or director of the Company, or (b) the Company informs Morgan Stanley and SSB in writing that it has determined not to enter into the Purchase Agreement or to effect the Offering. 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M<\"`BR-X0AL-;&M]1UMYBKJ$-2?RX:8$^2]X"9VJV;DE6/FA^MGW!@Z*9;V& M#%B)5RHQ^M@=+\(^S_R>WNEO?C1(DG&/%Z1WNF&3Z'`5N'YP=JQP`U&0K2U, M-X\Q,#K1O12<49/I_-FR:N)&M.H#RR*W,C6;PUVA3 MNB$NF^S+0=3'.%R:HF?.B&F./]/5VM+=%=\6$[TK;NMOH.,$Q?57F*D>J9V` M+N1%@8$B1-U\B?O3F'4J'5L@HWK&<:@*GCH.WU7QN]+B&-(Q&4W\;K5>BX7LB/L$<0H=;OSB/X:NPN1=;8H M&AI2?P;VWS'UU`-X!+=I>%^-<@SZS/V:K^HW$WU>_$7P)QS^"+)+%C.):7$1 M=E%V5/W:E,?MPN>39ZIK/!9M<5 M37]-A0E%I]".DJI(U'(+I"CI-,DLH,KOQK;-VJ_;-?S'P-N#=,,YTE MPZRI/]/_&P#L8VK$"F5N9'-T"!;(#`@,"`V,3(@,3`P."!=(`TO M0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E(#`@#3X^(`UE;F1O M8FH-,B`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@#2]&;VYT M(#P\("]&,B`S-"`P(%(@+T8V(#,S(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O M1U,Q(#,X(#`@4B`^/B`-/CX@#65N9&]B:@TS(#`@;V)J#3P\("],96YG=&@@ M,3(V.2`^/B`-7!E("]086=E(`TO4&%R96YT(#$W(#`@4B`-+U)E65R&AI8FET(#DY+C$@86YD(&ES(&EN8V]R<&]R871E9"!H97)E M:6X@8GD@2!);F,N+"!3=6Y42`F($-O+B!);F-O&AI8FET&AI8FET"!;(#`@,"`V,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V M,3(@,3`P."!=(`TO4F]T871E(#`@#3X^(`UE;F1O8FH-."`P(&]B:@T\/"`- M+U!R;V-3970@6R`O4$1&("]497AT(%T@#2]&;VYT(#P\("]&,3(@,38@,"!2 M(#X^(`TO17AT1U-T871E(#P\("]'4S$@,S@@,"!2(#X^(`T^/B`-96YD;V)J M#3D@,"!O8FH-/#P@+TQE;F=T:"`Q-C,T(#X^(`US=')E86T-"C$@9PHO1U,Q M(&=S"C$@:2`*,3@N,C$@.3@Y+C@U(#4W-2XW-B`M,32`F($-O+B!);F-O2!A;F0@8F5T=V5E M;B!(87)R:7,@*51J"C`@+3$N,3$Y,2!41`HH0V]R<&]R871I;VXL(&%N9"!E M86-H(&]F($UO2!);F,N+"!3=6Y4'1'4W1A=&4@/#P@+T=3 M,2`S."`P(%(@/CX@#3X^(`UE;F1O8FH-,3(@,"!O8FH-/#P@+TQE;F=T:"`Q M,S`Q(#X^(`US=')E86T-"C$@9PHO1U,Q(&=S"C$@:2`*,3@N,C$@.3@Y+C@U M(#4W-2XW-B`M,C$R+C8T(')E"F8*0E0*+T8Q,B`Q(%1F"C$R(#`@,"`Q,B`R M-2XV-2`Y-SDN,#4@5&T*,"!G"C`@5&,*,"!4=PHH("`@("`@("`@("`@("`@ M("`@*51J"C$P+C`W.2`P(#`@,3`N,#&-H86YG92!!8W0@;V8@,3DS-"P@=&AE(')E9VES M=')A;G0@:&%S(&1U;'D@8V%U2!A=71H;W)I>F5D+B`I5&H*,3(@,"`P(#$R(#(U+C8U(#DP,RXT-3`Q(%1M M"C$W+CDY(%1C"ELH("`I,3,Q,#`H("DQ-30T,"@@*3$W-S@P*"`I,C@P,"@@ M*5U42@HP("TQ+C$R(%1$"C`@5&,*,37!E("]&;VYT(`TO4W5B='EP92`O M5'EP93$@#2]&:7)S=$-H87(@,S(@#2],87-T0VAA7!E("]086=E -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

                  HARRIS COMPLETES SALE OF $150 MILLION OF 3.5%
                             CONVERTIBLE DEBENTURES

         MELBOURNE, Florida. August 26, 2002 - Harris Corporation (NYSE: HRS)
today announced that it has completed the private placement of $150 million of
its Convertible Debentures due 2022. The convertible debentures initially carry
an annual interest rate of 3.5%. The Convertible Debentures offering was
made only to qualified institutional buyers under Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act") and outside the
United States pursuant to Regulation S under the Securities Act. The interest
rate on the convertible debentures will be reset, within a specified range, in
2007, 2012, and 2017.

         These convertible debentures are unsecured obligations convertible
into shares of Harris common stock at a conversion price of $45.25 per share if
the closing price of Harris common stock on the New York Stock Exchange exceeds
certain levels for a specified period of time or in certain other circumstances.
This initial conversion price represents a 28.4% premium over Harris' closing
price of $35.25 on August 20, 2002. The convertible debentures were issued at
100% of the principal amount.

         Harris may redeem the convertible debentures commencing August 2007.
Holders may require Harris to repurchase the debentures, in whole or in part, on
specified dates in 2007, 2012, and 2017 or upon the occurrence of certain other
events.

         Harris intends to use the proceeds from the offering primarily for
working capital and general corporate purposes including the refinancing of
existing indebtedness.

         The convertible debentures and common stock issuable upon conversion
have not been registered under the Securities Act, or any state securities laws,
and unless so registered, may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws.

         This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, any security and shall not constitute an offer,
solicitation or sale in a jurisdiction in which such offering would be unlawful.

         Cautionary Statement: Harris' statements in this press release that are
not historical fact and that relate to future plans or events are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include the
intended use of proceeds. In addition, Harris' business is subject to the risks
and uncertainties described in Harris filings with the Securities and Exchange
Commission.

EX-99.2

                                                                    Exhibit 99.2


                               HARRIS CORPORATION

                      3.5% CONVERTIBLE DEBENTURES DUE 2022

                                    INDENTURE

                                   DATED AS OF

                                 AUGUST 26, 2002

                              THE BANK OF NEW YORK,

                                     TRUSTEE



                                                                                     PAGE

                                TABLE OF CONTENTS

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE
                                                                                  
Section 1.1.      Definitions.......................................................    1
Section 1.2.      Other Definitions.................................................    6
Section 1.3.      Incorporation by Reference of Trust Indenture Act.................    7
Section 1.4.      Rules of Construction.............................................    7
Section 1.5.      Acts of Holders...................................................    7


                                   ARTICLE II

                                 THE SECURITIES

Section 2.1.      Form and Dating...................................................    8
Section 2.2.      Execution and Authentication......................................   10
Section 2.3.      Registrar, Paying Agent and Conversion Agent......................   11
Section 2.4.      Paying Agent and Trustee To Hold Money in Trust...................   11
Section 2.5.      Securityholder Lists..............................................   11
Section 2.6.      Transfer and Exchange.............................................   12
Section 2.7.      Replacement Securities............................................   14
Section 2.8.      Outstanding Securities; Determinations of Holders' Action.........   15
Section 2.9.      Temporary Securities..............................................   15
Section 2.10.     Cancellation......................................................   16
Section 2.11.     Persons Deemed Owners.............................................   16
Section 2.12.     Global Securities.................................................   16
Section 2.13.     CUSIP Numbers.....................................................   20
Section 2.14.     Ranking...........................................................   21
Section 2.15.     Regulation S Restrictions on Transfer.............................   21


                                   ARTICLE III

                            REDEMPTION AND PURCHASES

Section 3.1.      Company's Right To Redeem; Notices to Trustee.....................   21
Section 3.2.      Selection of Securities To Be Redeemed............................   21
Section 3.3.      Notice of Redemption..............................................   22
Section 3.4.      Effect of Notice of Redemption....................................   23
Section 3.5.      Deposit of Redemption Price.......................................   23



                                       i



                                                                                     PAGE

                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                                  
Section 3.6.      Securities Redeemed in Part.......................................   23
Section 3.7.      Purchase of Securities by the Company at Option of the Holder.....   23
Section 3.8.      Purchase of Securities at Option of the Holder upon a
                  Change of Control.................................................   25
Section 3.9.      Effect of Purchase Notice or Change of Control Purchase Notice....   28
Section 3.10.     Deposit of Purchase Price or Change of Control Purchase Price.....   29
Section 3.11.     Securities Purchased in Part......................................   29
Section 3.12.     Covenant To Comply with Securities Laws upon Purchase of
                  Securities........................................................   29
Section 3.13.     Repayment to the Company..........................................   30


                                   ARTICLE IV

                                    COVENANTS

Section 4.1.      Payment of Securities.............................................   30
Section 4.2.      SEC and Other Reports.............................................   30
Section 4.3.      Compliance Certificate............................................   31
Section 4.4.      Further Instruments and Acts......................................   31
Section 4.5.      Maintenance of Office or Agency...................................   31
Section 4.6.      Delivery of Certain Information...................................   31
Section 4.7.      Contingent Payment Debt Instrument; Calculation of
                  Original Issue Discount...........................................   31
Section 4.8.      Limitation on Sale and Leaseback Transactions.....................   32
Section 4.9.      Limitation on Liens...............................................   32


                                    ARTICLE V

                          CONSOLIDATION, MERGER OR SALE

Section 5.1.      Consolidation, Merger or Sale.....................................   35
Section 5.2.      Securities and Indenture To Be Assumed by Successor on
                  Consolidation, Merger or Sale.....................................   36


                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

Section 6.1.      Events of Default.................................................   37
Section 6.2.      Acceleration......................................................   38
Section 6.3.      Other Remedies....................................................   39



                                       ii



                                                                                     PAGE

                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                                  
Section 6.4.      Waiver of Past Defaults...........................................   39
Section 6.5.      Control by Majority...............................................   39
Section 6.6.      Limitation on Suits...............................................   39
Section 6.7.      Rights of Holders To Receive Payment..............................   40
Section 6.8.      Collection Suit by Trustee........................................   40
Section 6.9.      Trustee May File Proofs of Claim..................................   40
Section 6.10.     Priorities........................................................   41
Section 6.11.     Undertaking for Costs.............................................   41
Section 6.12.     Waiver of Stay, Extension or Usury Laws...........................   41


                                   ARTICLE VII

                                     TRUSTEE

Section 7.1.      Duties of Trustee.................................................   42
Section 7.2.      Rights of Trustee.................................................   43
Section 7.3.      Individual Rights of Trustee......................................   44
Section 7.4.      Trustee's Disclaimer..............................................   44
Section 7.5.      Notice of Defaults................................................   44
Section 7.6.      Reports by Trustee to Holders.....................................   45
Section 7.7.      Compensation and Indemnity........................................   45
Section 7.8.      Replacement of Trustee............................................   46
Section 7.9.      Successor Trustee by Merger.......................................   46
Section 7.10.     Eligibility; Disqualification.....................................   46
Section 7.11.     Preferential Collection of Claims Against Company.................   47


                                  ARTICLE VIII

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                   DEPOSITED MONEYS AND GOVERNMENT OBLIGATIONS

Section 8.1.      Covenant Defeasance of Securities.................................   47
Section 8.2.      Satisfaction and Discharge of Indenture...........................   48
Section 8.3.      Intentionally Omitted.............................................   49
Section 8.4.      Application of Trust Moneys.......................................   49
Section 8.5.      Repayment to Company..............................................   49
Section 8.6.      Reinstatement.....................................................   49



                                      iii



                                                                                     PAGE

                                TABLE OF CONTENTS
                                   (CONTINUED)
                                   ARTICLE IX

                                   AMENDMENTS

                                                                                  
Section 9.1.      Without Consent of Holders........................................   50
Section 9.2.      With Consent of Holders...........................................   50
Section 9.3.      Compliance with Trust Indenture Act...............................   51
Section 9.4.      Revocation and Effect of Consents, Waivers and Actions............   51
Section 9.5.      Notation on or Exchange of Securities.............................   52
Section 9.6.      Trustee To Sign Supplemental Indentures...........................   52
Section 9.7.      Effect of Supplemental Indentures.................................   52


                                    ARTICLE X

                                   CONVERSIONS

Section 10.1.     Conversion Privilege..............................................   52
Section 10.2.     Conversion Procedure..............................................   54
Section 10.3.     Fractional Shares.................................................   54
Section 10.4.     Taxes on Conversion...............................................   55
Section 10.5.     Company To Provide Stock..........................................   55
Section 10.6.     Adjustment for Change in Capital Stock............................   55
Section 10.7.     Adjustment for Rights Issue.......................................   56
Section 10.8.     Adjustment for Certain Distributions..............................   57
Section 10.9.     Adjustment for All Cash Distribution..............................   59
Section 10.10.    Adjustment for Self Tender Offers.................................   60
Section 10.11.    When Adjustment May Be Deferred...................................   61
Section 10.12.    When No Adjustment Required.......................................   61
Section 10.13.    Notice of Adjustment..............................................   62
Section 10.14.    Voluntary Increase................................................   62
Section 10.15.    Notice of Certain Transactions....................................   62
Section 10.16.    Reorganization of Company; Special Distributions..................   63
Section 10.17.    Company Determination Final.......................................   64
Section 10.18.    Trustee's Adjustment Disclaimer...................................   64
Section 10.19.    Simultaneous Adjustments..........................................   64
Section 10.20.    Successive Adjustments............................................   64
Section 10.21.    Restriction on Common Stock Issuable upon Conversion..............   64


                                   ARTICLE XI

                                  MISCELLANEOUS

Section 11.1.     Trust Indenture Act Controls......................................   65
Section 11.2.     Notices...........................................................   65
Section 11.3.     Communication by Holders with Other Holders.......................   66
Section 11.4.     Certificate and Opinion as to Conditions Precedent................   66



                                       iv




                                                                                     PAGE

                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                                  
Section 11.5.     Statements Required in Certificate or Opinion.....................   66
Section 11.6.     Separability Clause...............................................   67
Section 11.7.     Rules by Trustee, Paying Agent, Conversion Agent and Registrar....   67
Section 11.8.     Legal Holidays....................................................   67
Section 11.9.     GOVERNING LAW.....................................................   67
Section 11.10.    No Recourse Against Others........................................   67
Section 11.11.    Successors........................................................   67
Section 11.12.    Multiple Originals................................................   67




Exhibits
- --------
              
Exhibit     A-1    -   Form of Global Security
Exhibit     A-2    -   Form of Certificated Security
Exhibit     B      -   Transfer Certificate
Exhibit     C      -   Form of Restricted Common Stock Legend
Exhibit     D      -   Form of Transfer Certificate for Transfer of Restricted
                       Common Stock




Schedules
- ---------
          
Schedule A  -   Projected Payment Schedule



                                       v

         INDENTURE dated as of August 26, 2002 between HARRIS CORPORATION, a
corporation incorporated and existing under the laws of the State of Delaware
(the "Company") and THE BANK OF NEW YORK, a New York banking corporation (the
"Trustee").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's 3.5% Convertible
Debentures due 2022:

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.1. Definitions.

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

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

         "Attributable Debt" means, when used with respect to any sale and
leaseback transaction, at the time of determination, the present value
(discounted at the rate of interest implicit in the terms of the lease) of the
obligation of the lessee for net rental payments during the remaining term of
the lease (including any period for which such lease has been extended or may,
at the option of the lessor, be extended). As used in the preceding sentence,
"net rental payments" under any lease for any period shall mean the sum of the
rental and other payments required to be paid in such period by the lessee
thereunder, not including, however, any amounts required to be paid by such
lessee (whether or not designated as rental or additional rental) on account of
maintenance and repairs, insurance, taxes, assessments, water rates or similar
charges required to be paid by such lessee thereunder or any amounts required to
be paid by such lessee thereunder contingent upon the amount of sales,
maintenance and repairs, insurance, taxes, assessments, water rates or similar
charges.

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

         "Business Day" means any day other than a Saturday, a Sunday or a day
that in the City of New York, is a day on which banking institutions are
authorized or required by law, regulation or executive order to close.

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

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

         "Common Stock" shall mean the shares of common stock, par value $1.00
per share, of the Company existing on the date of this Indenture or any other
shares of Capital Stock of the Company into which such common stock shall be
reclassified or changed.

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

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

         "Consolidated Net Worth" means the stockholders' equity of the Company
and its consolidated Subsidiaries, as shown on the audited consolidated balance
sheet in the Company's latest annual report to stockholders.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors who (i) was a member of such Board of Directors
on the date of this Indenture or (ii) was nominated for election or elected to
such Board of Directors with the approval of a majority of the Continuing
Directors who were members of such Board of Directors at the time of such
nomination or election (either by a specific vote or by approval of the proxy
statement in which such person is named as a nominee for director, without
objection to such nomination).

         "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 101 Barclay Street, Floor 21W, New York,
New York 10286, Attention: Corporate Trust Administration, or such other address
as the Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust office of any successor Trustee (or
such other address as a successor Trustee may designate from time to time by
notice to the Holders and the Company).

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

         "Depositary" means, with respect to any Global Security, a clearing
agency that is registered as such under the Exchange Act and is designated by
the Company to act as Depositary for such Global Security (or any successor
securities clearing agency so registered), which shall initially be DTC.

         "DTC" means the Depositary Trust Company.


                                       2

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

         "Funded Debt" means all indebtedness issued, incurred, assumed or
guaranteed by the Company or a Restricted Subsidiary, or for the payment of
which it is otherwise primarily or secondarily liable, maturing by its terms
more than one year from the date of the creation thereof or renewable or
refundable at the option of the obligor to a date more than one year from the
date of the original creation thereof.

         "Global Securities" means Securities that are in the form of the
Securities attached hereto as Exhibit A-1, and that are issued to a Depositary.

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

         "Indebtedness" means, without duplication, the principal or face amount
of (i) all obligations for borrowed money, (ii) all obligations evidenced by
debentures, notes or other similar instruments, (iii) all obligations in respect
of letters of credit or bankers acceptances or similar instruments (or
reimbursement obligations with respect thereto), (iv) all obligations to pay the
deferred purchase price of property or services, except trade accounts payable
arising in the ordinary course of business, (v) all obligations as lessee which
are capitalized in accordance with generally accepted accounting principles, and
(vi) all Indebtedness of others guaranteed by such person or for which such
person is legally responsible or liable (whether by agreement to purchase
indebtedness of, or to supply funds or to invest in, others).

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

         "Initial Purchasers" means Morgan Stanley & Co. Incorporated, Salomon
Smith Barney, Inc., Suntrust Capital Markets, Inc. and Wachovia Securities Inc.

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

         "Liquidated Damages Amount" has the meaning specified in the
Registration Rights Agreement dated as of August 26, 2002, by and among the
Company and the Initial Purchasers.

         "NYSE" means The New York Stock Exchange.

         "Officer" means the Chairman of the Board, the Vice Chairman, the
President, the Chief Operating Officer, the Chief Financial Officer, any Vice
President, the Controller, the Treasurer, and the Secretary.

         "Officers' Certificate" means a written certificate containing the
information specified in Sections 11.4 and 11.5, signed in the name of the
Company by any two Officers, and delivered to the Trustee. An Officers'
Certificate given pursuant to Section 4.3 shall be signed by an authorized
financial or accounting officer of the Company but need not contain the
information specified in Sections 11.4 and 11.5.


                                       3

         "Opinion of Counsel" means a written opinion containing the information
specified in Sections 11.4 and 11.5, from legal counsel. The counsel may be an
employee of, or counsel to, the Company.

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

         "Principal Property" means any manufacturing plant located within the
United States of America (other than its territories or possessions) and owned
or leased by the Company or any Subsidiary, except any such plant that, in the
opinion of the Board of Directors of the Company, is not of material importance
to the business conducted by the Company and its Subsidiaries, taken as a whole.

         "Redemption Date" or "redemption date" shall mean the date specified in
a notice of redemption on which the Securities may be redeemed in accordance
with the terms of the Securities and this Indenture.

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

         "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer within the corporate trust administration division of the
Trustee having direct responsibility for the administration of this Indenture,
including, without limitation, any vice president, assistant vice president,
assistant treasurer or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.

         "Restricted Common Stock Legend" means the legend labeled as such and
that is set forth in Exhibit C hereto.

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

         "Restricted Subsidiary" means any Subsidiary that owns or leases a
Principal Property.

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

         "Sale Price" of the shares of Common Stock on any date means the
closing per share sale price (or, if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and the average asked prices) on such date as
reported on the NYSE or, if the shares of Common Stock are not listed on the
NYSE, as reported by the National Association of Securities Dealers Automated
Quotation system. In the absence of such quotations, the Company shall be
entitled to determine the sales price on the basis of such quotations as it
considers appropriate.


                                       4

         "SEC" means the Securities and Exchange Commission.

         "Securities" means any of the Company's 3.5% Convertible Debentures due
2022, as amended or supplemented from time to time, issued under this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Shelf Registration Statement" shall have the meaning set forth in the
Registration Rights Agreement dated as of August 26, 2002, by and among the
Company and the Initial Purchasers.

         "Stated Maturity," when used with respect to any Security, means August
15, 2022.

         "Subsidiary" means any corporation of which the Company, or the Company
and one or more Subsidiaries, or any one or more Subsidiaries, directly or
indirectly own at the time (i) more than fifty per cent (50%) of the outstanding
capital stock having under ordinary circumstances (not dependent upon the
happening of a contingency) voting power in the election of members of the board
of directors, managers or trustees of said corporation, and (ii) securities
having at such time voting power to elect at least a majority of the members of
the board of directors, managers or trustees of said corporation.

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

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

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

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

         "Wholly-owned Restricted Subsidiary" means a Restricted Subsidiary all
of the outstanding capital stock of which, other than directors' qualifying
shares, and all of the Funded Debt of which, shall at the time be owned by the
Company or by one or more Wholly-owned Restricted Subsidiaries, or by the
Company in conjunction with one or more Wholly-owned Restricted Subsidiaries.


                                       5


         Section 1.2. Other Definitions



Term:                                                        Defined in Section:
                                                          
"Act".....................................................   1.5
"additional lien".........................................   5.1
"Agent Members"...........................................   2.12(e)
"Average Sale Price"......................................   10.1
"beneficial owner"........................................   3.8(a)
"Change of Control".......................................   3.8(a)
"Change of Control Purchase Date".........................   3.8(a)
"Change of Control Purchase Notice".......................   3.8(b)
"Change of Control Purchase Price"........................   3.8(a)
"Clearstream".............................................   2.1(a)
"Company Notice"..........................................   3.7(b)
"comparable yield"........................................   4.7
"Conversion Agent"........................................   2.3
"Conversion Date".........................................   10.2
"Conversion Price"........................................   10.1
"Conversion Rate".........................................   10.1
"Euroclear"...............................................   2.1(a)
"Event of Default"........................................   6.1
"Ex-Dividend Time"........................................   10.1
"Expiration Time".........................................   10.10
"fair market value".......................................   10.1
"Government Contracts"....................................   4.9(h)
"Government Obligations"..................................   8.1
"Interest Payment Date"...................................   Exhibit A-1
"Legal Holiday"...........................................   11.8
"Legend"..................................................   2.6(f)
"Moody's".................................................    Exhibit A-1
"Notice of Default".......................................   6.1
"Paying Agent"............................................   2.3
"projected payment schedule"..............................   4.7
"Purchase Date"...........................................   3.7(a)
"Purchase Notice".........................................   3.7(a)
"Purchase Price"..........................................   3.7(a)
"Purchased Shares"........................................   10.10
"QIB".....................................................   2.1(a)
"Registrar"...............................................   2.3
"Regular Record Date".....................................   Exhibit A-1
"Regulation S"............................................   2.1(a)
"Reset Date"..............................................   Exhibit A-1
"Rule 144A"...............................................   2.1(a)
"Rule 144A Information"...................................   4.6
"S&P".....................................................   Exhibit A-1
"Spin-off"................................................   10.8



                                       6




Term:                                                        Defined in Section:
                                                          
"Time of Determination"...................................   10.1
"transfer"................................................   2.12(d)
"Voting Stock"............................................   3.8(a)


         Section 1.3. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture securityholder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the indenture securities means the Company.

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

          Section 1.4. Rules of Construction Unless the context otherwise
          requires:

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

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

         (3) "or" is not exclusive;

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

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

         Section 1.5. 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


                                       7


thereby) are herein sometimes referred to as the "Act" of Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 7.1) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section 1.5.

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

         (c) The ownership of Securities shall be proved by the register for the
Securities.

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

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

                                   ARTICLE II

                                 THE SECURITIES

         Section 2.1. Form and Dating. The Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibits A-1
and A-2, which are a part of this Indenture. To the extent any provisions of the
Securities and this Indenture are in conflict, the provisions of this Indenture
shall control. The Securities may have notations, legends or


                                       8

endorsements required by law, stock exchange rule or usage (provided that any
such notation, legend or endorsement required by usage is in a form acceptable
to the Company). The Company shall provide any such notations, legends or
endorsements to the Trustee in writing. Each Security shall be dated the date of
its authentication.

         (a) 144A/ Regulation S Global Securities. The Securities are being
offered and sold (i) in reliance on Regulation S under the Securities Act
("Regulation S") or (ii) to "qualified institutional buyers" as defined in Rule
144A ("QIBs") in reliance on Rule 144A under the Securities Act ("Rule 144A"),
and shall be issued in the form of one or more permanent Global Securities
substantially in the form of Exhibit A-1. Such Global Securities shall be
deposited on behalf of the purchasers of the Securities represented thereby with
the Trustee at its Corporate Trust Office, as custodian for the Depositary,
registered in the name of the Depositary or a nominee of the Depositary for the
accounts of participants in the Depositary (and, in the case of Securities held
in accordance with Regulation S, registered with the Depositary for the accounts
of designated agents holding on behalf of the Euroclear System ("Euroclear") or
Clearstream Banking, societe anonyme ("Clearstream")), duly executed by the
Company and authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of a Global Security may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee as hereinafter provided.

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

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

         (c) Book-Entry Provisions. This Section 2.1(c) shall apply only to
Global Securities deposited with or on behalf of the Depositary.

         The Company shall execute and the Trustee shall, in accordance with
this Section 2.1(c), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depositary, (b) shall
be delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions and (c) shall bear legends substantially to the following effect:

                  "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER
                  OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
                  PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
                  OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN


                                       9

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

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

         (d) Certificated Securities. In the event that the Securities are
issued as Certificated Securities, including pursuant to Section 2.12(a)(ii),
such Securities will be issued substantially in the form of Exhibit A-2 attached
hereto.

         Section 2.2. Execution and Authentication. The Securities shall be
executed on behalf of the Company by any Officer. The signature of the Officer
on the Securities may be manual or facsimile.

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

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

         The Trustee shall authenticate and deliver the Securities for original
issue in an aggregate principal amount of up to $150,000,000 upon one or more
Company Orders without any further action by the Company. The aggregate
principal amount of the Securities due at the Stated Maturity thereof
outstanding at any time may not exceed the amount set forth in the foregoing
sentence, except as provided in Section 2.7.

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


                                       10

         Section 2.3. Registrar, Paying Agent and Conversion Agent. The Company
shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange ("Registrar"), an office or agency
where Securities may be presented for purchase or payment ("Paying Agent") and
an office or agency where Securities may be presented for conversion
("Conversion Agent"). The Registrar shall keep a register of the Securities and
of their transfer and exchange. The Company may have one or more co-registrars,
one or more additional Paying Agents and one or more additional conversion
agents. The term Paying Agent includes any additional Paying Agent, including
any named pursuant to Section 4.5. The term Conversion Agent includes any
additional conversion agent, including any named pursuant to Section 4.5.

         The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, Conversion Agent or co-registrar (that is not also the
Trustee). The agreement shall implement the provisions of this Indenture that
relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the Company fails to maintain a Registrar, Paying
Agent or Conversion Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 7.7. The Company or any
Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar,
Conversion Agent or co-registrar.

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

         Section 2.4. Paying Agent and Trustee To Hold Money in Trust. Except as
otherwise provided herein, on or prior to each due date of payments in respect
of any Security, the Company shall deposit with the Paying Agent a sum of money
(in immediately available funds if deposited on the due date) sufficient to make
such payments when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Securityholders or the Trustee all money held by the
Paying Agent for the making of payments in respect of the Securities and shall
notify the Trustee of any default by the Company in making any such payment. At
any time during the continuance of any such default, the Paying Agent shall,
upon the written request of the Trustee, forthwith pay to the Trustee all money
so held in trust. If the Company, a Subsidiary or an Affiliate of either of them
acts as Paying Agent, it shall segregate the money held by it as Paying Agent
and hold it as a separate trust fund. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed by it. Upon doing so, the Paying Agent shall have no further
liability for the money.

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

         Section 2.5. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall cause the Registrar to


                                       11

furnish to the Trustee at least semiannually on January 15 and July 15 a listing
of Securityholders dated within 15 days of the date on which the list is
furnished and at such other times as the Trustee may request in writing a list
in such form and as of such date as the Trustee may reasonably require of the
names and addresses of Securityholders.

         Section 2.6. Transfer and Exchange. (a) Subject to Section 2.12 hereof,
upon surrender for registration of transfer of any Security, together with a
written instrument of transfer satisfactory to the Registrar duly executed by
the Securityholder or such Securityholder's attorney duly authorized in writing,
at the office or agency of the Company designated as Registrar or co-registrar
pursuant to Section 2.3, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of any authorized denomination or
denominations, of a like aggregate principal amount. The Company shall not
charge a service charge for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to pay all taxes, assessments or
other governmental charges that may be imposed in connection with the transfer
or exchange of the Securities from the Securityholder requesting such transfer
or exchange.

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

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

         The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

         (b) Notwithstanding any provision to the contrary herein, so long as a
Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.12 and this Section 2.6(b); provided, however,
that beneficial interests in a Global Security may be transferred to persons who
take delivery thereof in the form of a beneficial interest in the Global
Security in accordance


                                       12

with the transfer restrictions set forth under the heading "Notice to Investors"
in the offering memorandum relating to the Securities dated August 20, 2002 and,
if applicable, in the Legend.

         Except for transfers or exchanges made in accordance with Section 2.12,
transfers of a Global Security shall be limited to transfers of such Global
Security in whole, but not in part, to nominees of the Depositary or to a
successor of the Depositary or such successor's nominee.

         In the event that a Global Security is exchanged for Securities in
definitive form pursuant to Section 2.12 prior to the effectiveness of a Shelf
Registration Statement with respect to such Securities, such exchange may occur,
and such Securities may be further exchanged or transferred, only upon receipt
by the Registrar of (1) such Global Security or such Securities in definitive
form, duly endorsed as provided herein, as applicable, (2) instructions from the
holder directing the Trustee to authenticate and deliver one or more Securities
in definitive form of the same aggregate principal amount as the Global Security
or the Securities in definitive form (or portion thereof), as applicable, to be
transferred, such instructions to contain the name or names of the designated
transferee or transferees, the authorized denomination or denominations of the
Securities in definitive form to be so issued and appropriate delivery
instructions, and (3) such certifications or other information and, in the case
of transfers pursuant to Rule 144 under the Securities Act, legal opinions as
the Company may reasonably require to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act (including the certification
requirements intended to ensure that such transfers comply with Rule 144A or
Regulation S under the Securities Act, as the case may be), and upon compliance
with such other procedures as may from time to time be adopted by the Company
and the Registrar.

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

         (d) Any Registrar appointed pursuant to Section 2.3 hereof shall
provide to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon transfer or
exchange of Securities.

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

         (f) Except for transfers in connection with a Shelf Registration
Statement, if Securities are issued upon the transfer, exchange or replacement
of Securities subject to restrictions on transfer and bearing the legends set
forth on the forms of Security attached hereto as Exhibits A-1 and A-2 setting
forth such restrictions (collectively, the "Legend"), or if a request is made to
remove the Legend on a Security, the Securities so issued shall bear the Legend,
or the Legend shall not be removed, as the case may be, unless there is
delivered to the Company and the Registrar such satisfactory evidence (which in
the case of a transfer pursuant to Rule 144 under the Securities Act may include
a legal opinion), as may be reasonably required by the Company and the
Registrar, that neither the Legend nor the restrictions on transfer set forth
therein are required to ensure that transfers thereof comply with the provisions
of Rule 144A, Regulation S


                                       13

or Rule 144 under the Securities Act or that such Securities are not
"restricted" within the meaning of Rule 144 under the Securities Act. Upon (i)
provision of such satisfactory evidence, or (ii) notification by the Company to
the Trustee and Registrar of the sale of such Security pursuant to a
registration statement that is effective at the time of such sale, the Trustee,
at the written direction of the Company, shall authenticate and deliver a
Security that does not bear the Legend. If the Legend is removed from the face
of a Security and the Security is subsequently held by the Company or an
Affiliate of the Company, the Legend shall be reinstated.

         (g) Anything to the contrary herein notwithstanding, the Company and
the Trustee may impose such transfer, certification, exchange or other
requirements, and require such restrictive legends on certificates evidencing
the Securities, as (i) they may determine are necessary to ensure compliance
with the securities laws of the United States and the states therein and any
other applicable laws, (ii) to ensure that the Shelf Registration Statement or
amendment covering the Securities or shares of Common Stock to be issued upon
conversion of the Securities is declared effective by the Commission or (iii) as
the Depositary may require.

         Section 2.7. Replacement Securities. If (a) any mutilated Security is
surrendered to the Trustee, or (b) the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Security, and
there is delivered to the Company and the Trustee such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
protected purchaser as defined in the New York Uniform Commercial Code, the
Company shall execute and upon its written request the Trustee shall
authenticate and deliver, in exchange for any such mutilated Security or in lieu
of any such destroyed, lost or stolen Security, a new Security of like tenor and
principal amount, bearing a certificate number not contemporaneously
outstanding.

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

         Upon the issuance of any new Securities under this Section 2.7, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security issued pursuant to this Section 2.7 in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities duly issued hereunder.

         The provisions of this Section 2.7 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.


                                       14

         Section 2.8. Outstanding Securities; Determinations of Holders' Action
Securities outstanding at any time are all the Securities authenticated by the
Trustee except for those cancelled by it, those paid pursuant to Section 2.7,
those delivered to it for cancellation and those described in this Section 2.8
as not outstanding. A Security does not cease to be outstanding because the
Company or an Affiliate thereof holds the Security; provided, however, that in
determining whether the Holders of the requisite principal amount of Securities
have given or concurred in any request, demand, authorization, direction,
notice, consent, waiver or other Act 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, waiver or other
Act, only Securities which a Responsible Officer of the Trustee actually knows
to be so owned shall be so disregarded. Subject to the foregoing, only
Securities outstanding at the time of such determination shall be considered in
any such determination (including, without limitation, determinations pursuant
to Articles VI and IX).

         If a Security is replaced pursuant to Section 2.7, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a protected purchaser.

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

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

         Section 2.9. Temporary Securities Pending the preparation of definitive
Securities, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the Officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities.

         If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 2.3,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities the Company shall execute and the Trustee shall
authenticate


                                       15

and deliver in exchange therefor a like principal amount of definitive
Securities of authorized denominations. Until so exchanged the temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities.

         Section 2.10. Cancellation. All Securities surrendered for payment,
purchase by the Company pursuant to Article III, conversion, redemption or
registration of transfer or exchange shall, if surrendered to any person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by
it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly cancelled by the Trustee. The Company may not issue new
Securities to replace Securities it has paid or delivered to the Trustee for
cancellation or that any Holder has converted pursuant to Article X. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section 2.10, except as expressly permitted by
this Indenture. All cancelled Securities held by the Trustee shall be disposed
of by the Trustee in accordance with the Trustee's customary procedure.

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

         Section 2.12. Global Securities. (a) Notwithstanding any other
provisions of this Indenture or the Securities, (A) transfers of a Global
Security, in whole or in part, shall be made only in accordance with Section
2.6(b) and Section 2.12(a)(i), (B) transfers of a beneficial interest in a
Global Security for a Certificated Security shall comply with Section 2.6 and
Section 2.12(a)(ii) below, and (C) transfers of a Certificated Security shall
comply with Section 2.6 and Sections 2.12(a)(iii) and (iv) below.

                  (i) Transfer of Global Security. A Global Security may not be
         transferred, in whole or in part, to any person other than the
         Depositary or one or more nominees or any successor thereof, and no
         such transfer to any such other person may be registered; provided,
         however, that this clause (i) shall not prohibit any transfer of a
         Security that is issued in exchange for a Global Security but is not
         itself a Global Security. No transfer of a Security to any person shall
         be effective under this Indenture or the Securities unless and until
         such Security has been registered in the name of such person. Nothing
         in this Section 2.12(a)(i) shall prohibit or render ineffective any
         transfer of a beneficial interest in a Global Security effected in
         accordance with the other provisions of this Section 2.12(a).

                  (ii) Restrictions on Transfer of a Beneficial Interest in a
         Global Security for a Certificated Security. A beneficial interest in a
         Global Security may not be exchanged for a Certificated Security except
         upon the circumstances contemplated in


                                       16

         Section 2.12(e)(1) below and additionally, upon satisfaction of the
         requirements set forth below. Upon receipt by the Trustee of a transfer
         of a beneficial interest in a Global Security in accordance with
         Applicable Procedures for a Certificated Security in the form
         satisfactory to the Trustee, together with:

                  (A)      so long as the Securities are Restricted Securities,
                           certification in the form set forth in Exhibit B,

                  (B)      written instructions to the Trustee to make, or
                           direct the Registrar to make, an adjustment on its
                           books and records with respect to such Global
                           Security to reflect a decrease in the aggregate
                           principal amount of the Securities represented by the
                           Global Security, such instructions to contain
                           information regarding the Depositary account to be
                           credited with such decrease, and

                  (C)      if the Company so requests, an opinion of counsel or
                           other evidence reasonably satisfactory to it as to
                           the compliance with the restrictions set forth in the
                           Legend,

         the Trustee shall cause, or direct the Registrar to cause, in
         accordance with the standing instructions and procedures existing
         between the Depositary and the Registrar, the aggregate principal
         amount of the Securities represented by the Global Security to be
         decreased by the aggregate principal amount of the Certificated
         Security to be issued, shall issue such Certificated Security and shall
         debit or cause to be debited to the account of the person specified in
         such instructions a beneficial interest in the Global Security equal to
         the principal amount of the Certificated Security so issued.

                  (iii) Transfer and Exchange of Certificated Securities. When
         Certificated Securities are presented to the Registrar with a request:

                           (y) to register the transfer of such Certificated
                  Securities; or

                           (z) to exchange such Certificated Securities for an
                  equal principal amount of Certificated Securities of other
                  authorized denominations,

         the Registrar shall register the transfer or make the exchange as
         requested if its reasonable requirements for such transaction are met;
         provided, however, that the Certificated Securities surrendered for
         transfer or exchange:

         (1)      shall be duly endorsed or accompanied by a written instrument
                  of transfer in form reasonably satisfactory to the Company and
                  the Registrar, duly executed by the Holder thereof or his
                  attorney duly authorized in writing; and

         (2)      so long as such Securities are Restricted Securities, such
                  Securities are being transferred or exchanged pursuant to an
                  effective registration statement under the Securities Act or
                  pursuant to clause (A), (B) or (C) below, and are accompanied
                  by the following additional information and documents, as
                  applicable:


                                       17

                  (A)      if such Certificated Securities are being transferred
                           to the Company, a certification to that effect; or

                  (B)      if such Certificated Securities are being delivered
                           to the Registrar by a Holder for registration in the
                           name of such Holder, without transfer, a
                           certification from such Holder to that effect; or

                  (C)      if such Certificated Securities are being transferred
                           pursuant to an exemption from registration, (i) a
                           certification to that effect (in the form set forth
                           in Exhibit B, if applicable) and (ii) if the Company
                           so requests, an opinion of counsel or other evidence
                           reasonably satisfactory to it as to the compliance
                           with the restrictions set forth in the Legend.

                  (iv) Restrictions on Transfer of a Certificated Security for a
         Beneficial Interest in a Global Security. A Certificated Security may
         not be exchanged for a beneficial interest in a Global Security except
         upon satisfaction of the requirements set forth below.

                  Upon receipt by the Trustee of a Certificated Security, duly
         endorsed or accompanied by appropriate instruments of transfer, in form
         satisfactory to the Trustee, together with:

                  (I) so long as the Securities are Restricted Securities,
         certification, in the form set forth in Exhibit B, that such
         Certificated Security is being transferred in accordance with Rule
         144A, Regulation S or Rule 144; and

                  (II) written instructions directing the Trustee to make, or to
         direct the Registrar to make, an adjustment on its books and records
         with respect to such Global Security to reflect an increase in the
         aggregate principal amount of the Securities represented by the Global
         Security, such instructions to contain information regarding the
         Depositary account to be credited with such increase, then the Trustee
         shall cancel such Certificated Security and cause, or direct the
         Registrar to cause, in accordance with the standing instructions and
         procedures existing between the Depositary and the Registrar, the
         aggregate principal amount of Securities represented by the Global
         Security to be increased by the aggregate principal amount of the
         Certificated Security to be exchanged, and shall credit or cause to be
         credited to the account of the person specified in such instructions a
         beneficial interest in the Global Security equal to the principal
         amount of the Certificated Security so cancelled. If no Global
         Securities are then outstanding, the Company shall issue and the
         Trustee shall authenticate, upon receipt of a Company Order, a new
         Global Security in the appropriate principal amount.

         (b) Subject to Section 2.12(c), every Security shall be subject to the
restrictions on transfer provided in the Legend. Whenever any Restricted
Security is presented or surrendered for registration of transfer or for
exchange for a Security registered in a name other than that of the Holder, such
Security must be accompanied by a certificate in substantially the form set
forth in Exhibit B, dated the date of such surrender and signed by the Holder of
such Security, as to compliance with such restrictions on transfer. The
Registrar shall not be required to accept for


                                       18

such registration of transfer or exchange any Security not so accompanied by a
properly completed certificate.

         (c) The restrictions imposed by the Legend upon the transferability of
any Security shall cease and terminate when such Security has been sold pursuant
to an effective registration statement under the Securities Act or transferred
in compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or, if earlier, upon the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision). Any Security as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon a
surrender of such Security for exchange to the Registrar in accordance with the
provisions of this Section 2.12 (accompanied, in the event that such
restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144 or any successor provision, by an opinion of counsel having
substantial experience in practice under the Securities Act and otherwise
reasonably acceptable to the Company, addressed to the Company and in form
acceptable to the Company, to the effect that the transfer of such Security has
been made in compliance with Rule 144 or such successor provision), be exchanged
for a new Security, of like tenor and aggregate principal amount, which shall
not bear the restrictive Legend. The Company shall inform the Trustee of the
effective date of any registration statement registering the resale of the
Securities under the Securities Act. The Trustee shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
aforementioned opinion of counsel or registration statement.

         (d) As used in the Section 2.12(b) and (c), the term "transfer"
encompasses any sale, pledge, transfer, loan, hypothecation, or other
disposition of any Security.

         (e) The provisions of clauses (1), (2), (3) and (4) below shall apply
only to Global Securities:

         (1)      Notwithstanding any other provisions of this Indenture or the
                  Securities, a Global Security shall not be exchanged in whole
                  or in part for a Security registered in the name of any person
                  other than the Depositary or one or more nominees or any
                  successor thereof; provided, however, that a Global Security
                  may be exchanged for Securities registered in the names of any
                  person designated by the Depositary in the event that (i) the
                  Depositary has notified the Company that it is unwilling or
                  unable to continue as Depositary for such Global Security or
                  such Depositary has ceased to be a "clearing agency"
                  registered under the Exchange Act, and a successor Depositary
                  is not appointed by the Company within 90 days, (ii) such
                  Depositary is closed for business for 14 continuous days,
                  (iii) such Depositary announces an intention permanently to
                  cease business or does in fact do so, (iv) an Event of Default
                  has occurred and is continuing with respect to the Securities
                  or (v) the Company in its sole discretion elects not to have
                  the Securities represented by a Global Security and to cause
                  the issuance of Certificated Securities. Any Global Security
                  exchanged pursuant to clause (i), (ii), (iii) or (v) above
                  shall be so exchanged in whole and not in part, and any Global
                  Security exchanged pursuant to clause (iv) above may be
                  exchanged in whole or from time to time in part as directed by
                  the Depositary. Any Security issued in exchange for a Global
                  Security or any portion thereof shall be a Global


                                       19

                  Security; provided, however, that any such Security so issued
                  that is registered in the name of a person other than the
                  Depositary or a nominee thereof shall not be a Global Security
                  and shall be deemed a Certificated Security.

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

         (3)      Subject to the provisions of clause (5) below, the registered
                  Holder may grant proxies and otherwise authorize any person,
                  including Agent Members and persons that may hold interests
                  through Agent Members, to take any action which a holder is
                  entitled to take under this Indenture or the Securities.

         (4)      In the event of the occurrence of any of the events specified
                  in clause (1) above, the Company will promptly make available
                  to the Trustee a reasonable supply of Certificated Securities
                  in definitive, fully registered form, without interest
                  coupons.

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

         Section 2.13. CUSIP Numbers. The Company may issue the Securities with
one or more "CUSIP", "ISIN" and "CINS" numbers (if then generally in use), and,
if so, the Trustee


                                       20

shall use "CUSIP", "ISIN" and "CINS" numbers in notices of redemption as a
convenience to Holders; provided, however, 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", "ISIN" and "CINS" numbers.

         Section 2.14. Ranking. The Indebtedness of the Company arising under or
in connection with this Indenture and every outstanding Security issued under
this Indenture from time to time constitutes and will constitute an
unsubordinated unsecured obligation of the Company, ranking equally with other
existing and future unsubordinated unsecured Indebtedness of the Company.

         Section 2.15. Regulation S Restrictions on Transfer. The Company agrees
that it will refuse to register any transfer of Securities or any shares of
Common Stock issued upon conversion of Securities that is not made in accordance
with the provisions of Regulation S under the Securities Act, pursuant to a
registration statement which has been declared effective under the Securities
Act or pursuant to an available exemption from the registration requirements of
the Securities Act; provided, however, that the provisions of this paragraph
shall not be applicable to any Securities which do not bear a Legend or to any
shares of Common Stock evidenced by certificates which do not bear a Restricted
Common Stock Legend.

                                  ARTICLE III

                            REDEMPTION AND PURCHASES

         Section 3.1. Company's Right To Redeem; Notices to Trustee. The
Company, at its option, may redeem the Securities, in whole or in part, in
accordance with the provisions of Paragraph 5 of the Securities. If the Company
elects to redeem Securities pursuant to Paragraph 5 of the Securities, it shall
notify the Trustee in writing of the Redemption Date, the principal amount of
Securities to be redeemed and the Redemption Price. The Company shall give the
notice to the Trustee provided for in Section 3.3 by a Company Order, at least
40 days before the Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee).

         Section 3.2. Selection of Securities To Be Redeemed. If less than all
the Securities are to be redeemed, unless the procedures of the Depositary
provide otherwise, the Trustee shall select the Securities to be redeemed by
lot, on a pro rata basis or by another method the Trustee considers fair and
appropriate (so long as such method is not prohibited by the rules of any stock
exchange on which the Securities are then listed). The Trustee shall make the
selection at least 35 days but not more than 60 days before the Redemption Date
from outstanding Securities not previously called for redemption. The Trustee
may select for redemption portions of the principal amount of Securities that
have denominations larger than $1,000. Securities and portions of Securities
that the Trustee selects shall be in principal amounts of $1,000 or an integral
multiple of $1,000, if less than all of the Securities are being redeemed.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities


                                       21

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

         Section 3.3. Notice of Redemption. At least 30 days but not more than
60 days before a Redemption Date, the Company shall mail a notice of redemption
by first-class mail, postage prepaid, to each Holder of Securities to be
redeemed. The notice shall identify the Securities to be redeemed and shall
state:

         (1) the Redemption Date;

         (2) the Redemption Price;

         (3) the Conversion Rate;

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

         (5) that Securities called for redemption may be converted at any time
before the close of business on the Business Day immediately preceding the
Redemption Date, unless the Company defaults in making the payment due on the
Redemption Date, in which case the conversion right shall terminate at the close
of business on the date such default is cured and such payment is made;

         (6) that Holders who want to convert their Securities must satisfy the
requirements set forth in Paragraph 8 of the Securities;

         (7) if fewer than all of the outstanding Securities are to be redeemed,
the certificate numbers, if any, and principal amounts of the particular
Securities to be redeemed;

         (8) that, unless the Company defaults in making payment of such
Redemption Price, interest, if any, on Securities called for redemption will
cease to accrue on and after the Redemption Date; and

         (9) the CUSIP, ISIN and CINS number(s) of the Securities.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense, provided that the
Company makes such request at least five Business Days prior to the date by
which such notice of redemption must be given to Holders in accordance with this
Section 3.3 unless a shorter period is agreed upon by the Trustee.


                                       22

         Section 3.4. Effect of Notice of Redemption. Once notice of redemption
is given, Securities called for redemption become due and payable on the
Redemption Date and at the Redemption Price stated in the notice except for
Securities which are converted in accordance with the terms of this Indenture.
Upon surrender to the Paying Agent, such Securities shall be paid at the
Redemption Price stated in the notice.

         Section 3.5. Deposit of Redemption Price. Prior to 10:00 a.m. (New York
City time), on the Redemption Date, the Company shall deposit with the Paying
Agent (or if the Company or a Subsidiary or an Affiliate of either of them is
the Paying Agent, shall segregate and hold in trust) money sufficient to pay the
Redemption Price of all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which on or prior
thereto have been delivered by the Company to the Trustee for cancellation or
have been converted. The Paying Agent shall as promptly as practicable return to
the Company any money not required for that purpose because of conversion of
Securities pursuant to Article X. If such money is then held by the Company in
trust and is not required for such purpose it shall be discharged from such
trust.

         Section 3.6. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Security in an authorized
denomination equal in principal amount to the unredeemed portion of the Security
surrendered.

         Section 3.7. Purchase of Securities by the Company at Option of the
Holder. (a) General. Securities shall be purchased by the Company for cash
pursuant to Paragraph 7(a) of the Securities at the option of the Holder on
August 15, 2007, August 15, 2012 and August 15, 2017 (each, a "Purchase Date"),
at 100.0% of the principal amount thereof plus accrued and unpaid interest, if
any, to such Purchase Date (the "Purchase Price"). Purchases of Securities
hereunder shall be made, at the option of the Holder thereof, upon:

         (1)      delivery to the Paying Agent by the Holder of a written notice
                  of purchase (a "Purchase Notice") during the period beginning
                  at any time from the opening of business on the date that is
                  20 Business Days prior to the relevant Purchase Date until the
                  close of business two Business Days prior to such Purchase
                  Date stating:

                  (A)      the certificate number of the Security which the
                           Holder will deliver to be purchased or the
                           appropriate Depositary procedures if Certificated
                           Securities have not been issued,

                  (B)      the portion of the principal amount of the Security
                           which the Holder will deliver to be purchased, which
                           portion must be in principal amounts of $1,000 or an
                           integral multiple thereof, if less than all of the
                           Securities are being delivered, and

                  (C)      that such Security shall be purchased by the Company
                           as of the Purchase Date pursuant to the terms and
                           conditions specified in Paragraph 7 of the Securities
                           and in this Indenture; and


                                       23

         (2)      delivery of such Security to the Paying Agent prior to, on or
                  after the Purchase Date (together with all necessary
                  endorsements) at the offices of the Paying Agent, such
                  delivery being a condition to receipt by the Holder of the
                  Purchase Price therefor; provided, however, that such Purchase
                  Price shall be so paid pursuant to this Section 3.7 only if
                  the Security so delivered to the Paying Agent shall conform in
                  all respects to the description thereof in the related
                  Purchase Notice, as determined by the Company.

         The Company shall purchase from the Holder thereof, pursuant to this
Section 3.7, a portion of a Security, only if the principal amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

         Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.7 shall be consummated by the delivery of the cash to be received
by the Holder promptly following the later of the Purchase Date and the time of
delivery of the Security.

         Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Purchase Notice contemplated by this Section 3.7(a)
shall have the right to withdraw such Purchase Notice at any time prior to the
close of business on the Business Day immediately preceding the Purchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 3.9.

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

         (b) Notice of Purchase Option. In connection with any purchase of
Securities pursuant to Paragraph 7(a) of the Securities, the Company shall give
notice to Holders setting forth information specified in this Section 3.7(b)
(the "Company Notice"). The Company Notice shall be sent by first-class mail to
the Trustee and each Holder not less than 20 Business Days prior to any Purchase
Date.

         Each Company Notice shall include a form of Purchase Notice to be
completed by a Holder and shall state:

         (1) the Purchase Price and the Conversion Rate;

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

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

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


                                       24

         (5) that the Purchase Price for any security as to which a Purchase
Notice has been given and not withdrawn will be paid promptly following the
later of the Purchase Date and the time of surrender of such Security as
described in (4);

         (6) the procedures the Holder must follow to exercise its rights under
this Section 3.7 and a brief description of those rights;

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

         (8) the procedures for withdrawing a Purchase Notice;

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

         (10) the CUSIP, ISIN and CINS number of the Securities.

         At the Company's request, the Trustee shall give such Company Notice in
the Company's name and at the Company's expense; provided, however, that, in all
cases, the text of such Company Notice shall be prepared by the Company.

         (c) Procedure upon Purchase. The Company shall deposit cash at the time
and in the manner as provided in Section 3.10, sufficient to pay the aggregate
Purchase Price of all Securities to be purchased pursuant to this Section 3.7.

         Section 3.8. Purchase of Securities at Option of the Holder upon a
Change of Control. (a) If a Change of Control occurs, the Securities not
previously purchased by the Company shall be purchased by the Company, at the
option of the Holder thereof, for cash at a purchase price equal to 100.0% of
the principal amount thereof plus accrued and unpaid interest, if any, to the
date of purchase (the "Change of Control Purchase Price"), as of the date that
is 45 days after the date of the notice of Change of Control delivered by the
Company (the "Change of Control Purchase Date"), subject to satisfaction by or
on behalf of the Holder of the requirements set forth in Section 3.8(c).

         A "Change of Control" shall be deemed to have occurred at such time
after the Securities are originally issued as any of the following events shall
occur:

                  (i) any person acquires beneficial ownership, directly or
         indirectly, through a purchase, merger or other acquisition transaction
         or series of transactions, of shares of the Company's Capital Stock
         entitling the person to exercise 50% or more of the total voting power
         of all shares of the Company's Capital Stock that are entitled to vote
         generally in elections of directors (the "Voting Stock"); or

                  (ii) the Company consolidates or merges with or into any other
         person, or the Company sells or transfers all or substantially all its
         properties and assets to another person, other than any transaction:


                                       25

                  (A)      that does not result in any reclassification,
                           conversion, exchange or cancellation of outstanding
                           shares of the Company's Capital Stock, or

                  (B)      pursuant to which the holders of the Company's Voting
                           Stock immediately prior to the transaction have the
                           entitlement to exercise, directly or indirectly, 50%
                           or more of the total voting power of all shares of
                           Capital Stock entitled to vote generally in the
                           election of directors of the continuing or surviving
                           corporation immediately after the transaction, or

                  (C)      which is effected solely to change the Company's
                           jurisdiction of incorporation and results in a
                           reclassification, conversion or exchange of
                           outstanding shares of the Common Stock solely into
                           shares of common stock of the surviving entity; or

                  (iii) the first day on which the Company's Continuing
         Directors do not constitute a majority of the Board of Directors of the
         Company (or, if applicable, a successor corporation to the Company).

Notwithstanding the foregoing provisions of this Section 3.8, a Change of
Control shall not be deemed to have occurred if (A) the Sale Price per share of
Common Stock for any five trading days within the period of 10 consecutive
trading days ending immediately after the later of a Change of Control or the
public announcement of a Change of Control, in the case of a Change of Control
relating to an acquisition of Capital Stock, or the period of 10 consecutive
trading days ending immediately before a Change of Control, in the case of a
Change of Control relating to a merger, consolidation or asset transfer, equals
or exceeds 105% of the Conversion Price of the Securities in effect on each of
those trading days or (B) all of the consideration (excluding cash payments for
fractional shares and cash payments made pursuant to dissenters' appraisal
rights) in a merger or consolidation otherwise constituting a Change of Control
under clause (i) or clause (ii) above (regardless of whether or not the event
described under clause (iii) above also shall have occurred) consists of shares
of common stock traded on a national securities exchange or quoted on the Nasdaq
National Market (or will be so traded or quoted immediately following the merger
or consolidation) and as a result of the merger or consolidation the Securities
become convertible solely into such common stock. For purposes of this Section
3.8, (x) whether a person is a "beneficial owner" shall be determined in
accordance with Rule 13d-3 under the Exchange Act and (y) "person" includes any
syndicate or group that would be deemed to be a "person" under Section 13(d)(3)
of the Exchange Act.

         (b) No later than 30 days after the occurrence of a Change of Control,
the Company shall mail a written notice of the Change of Control by first-class
mail to the Trustee and to each Holder. The notice shall include a form of
written notice of purchase (the "Change of Control Purchase Notice") to be
completed by the Holder and shall state:

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


                                       26

         (2)      the date by which the Change of Control Purchase Notice
                  pursuant to this Section 3.8 must be given;

         (3)      the Change of Control Purchase Date;

         (4)      the Change of Control Purchase Price;

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

         (6)      the Conversion Rate and any adjustments thereto;

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

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

         (9)      that the Change of Control Purchase Price for any Security as
                  to which a Change of Control Purchase Notice has been duly
                  given and not withdrawn will be paid promptly following the
                  later of the Change of Control Purchase Date and the time of
                  surrender of such Security as described in (8);

         (10)     briefly, the procedures the Holder must follow to exercise
                  rights under this Section 3.8;

         (11)     the procedures for withdrawing a Change of Control Purchase
                  Notice;

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

         (13)     the CUSIP, ISIN and CINS number(s) of the Securities.

         At the Company's request, the Trustee shall give the notice of the
Change of Control in the Company's name and at the Company's expense, provided
that the Company makes such request at least five Business Days prior to the
date by which such notice of the Change of Control must be given to Holders in
accordance with this Section 3.8 unless a shorter period is agreed upon by the
Trustee.

         (c) A Holder may exercise its rights specified in Section 3.8(a) upon
delivery of a Change of Control Purchase Notice to the Paying Agent at any time
on or prior to the 30th day after the date the Company delivers its written
Change of Control notice, stating:

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


                                       27



(2)      the portion of the principal amount of the Security which the Holder
         will deliver to be purchased, which portion, if not the entire amount
         of the Security, must be $1,000 or an integral multiple thereof; and

(3)      that such Security shall be purchased pursuant to the terms and
         conditions specified in Paragraph 7(b) of the Securities.

         The delivery of such Security to the Paying Agent with the Change of
Control Purchase Notice (together with all necessary endorsements) at the
offices of the Paying Agent shall be a condition to the receipt by the Holder of
the Change of Control Purchase Price therefor; provided, however, that such
Change of Control Purchase Price shall be so paid pursuant to this Section 3.8
only if the Security so delivered to the Paying Agent shall conform in all
respects to the description thereof set forth in the related Change of Control
Purchase Notice.

         (d) The Company shall purchase from the Holder thereof, pursuant to
this Section 3.8, a portion of a Security only if the principal amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

         Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.8 shall be consummated by the delivery of the cash to be received
by the Holder on the Change of Control Purchase Date.

         (e) The Paying Agent shall promptly notify the Company of the receipt
by it of any Change of Control Purchase Notice.

         (f) Notwithstanding the foregoing provisions of this Section 3.8, the
Company shall not be required to offer to purchase Securities following a Change
of Control if a third party makes the offer contemplated by this Section 3.8 in
the manner, at the times and otherwise in compliance with the requirements set
forth in this Section 3.8 and purchases on the Change of Control Purchase Date
all Securities in respect of which a valid Change of Control Purchase Notice was
delivered and not withdrawn.

         Section 3.9. Effect of Purchase Notice or Change of Control Purchase
Notice. Upon receipt by the Paying Agent of the Purchase Notice or the Change of
Control Purchase Notice specified in Section 3.7(a) or Section 3.8(c), as
applicable, the Holder of the Security in respect of which such Purchase Notice
or Change of Control Purchase Notice, as the case may be, was given shall
(unless such Purchase Notice or Change of Control Purchase Notice, as the case
may be, is withdrawn as specified in the following paragraph) thereafter be
entitled to receive solely the Purchase Price or the Change of Control Purchase
Price, as the case may be, in cash, with respect to such Security. Such Purchase
Price or Change of Control Purchase Price shall be paid to such Holder, subject
to receipts of funds by the Paying Agent, as soon as practicable following the
later of (x) the Purchase Date or the Change of Control Purchase Date, as the
case may be, with respect to such Security (provided the conditions in Section
3.7(a) or Section 3.8(c), as applicable, have been satisfied) and (y) the time
of delivery of such Security to the Paying Agent by the Holder thereof in the
manner required by Section 3.7(a) or Section 3.8(c), as applicable. Securities
in respect of which a Purchase Notice or Change of Control Purchase Notice has
been


                                       28

given by the Holder thereof may not be converted pursuant to Article X hereof on
or after the date of the delivery of such Purchase Notice or Change of Control
Purchase Notice unless such Purchase Notice or Change of Control Purchase Notice
has first been validly withdrawn as specified in the following paragraph.

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

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

         (2)      the principal amount of the Security with respect to which
                  such notice of withdrawal is being submitted, and

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

         Section 3.10. Deposit of Purchase Price or Change of Control Purchase
Price. Prior to 10:00 a.m. (local time in the City of New York) on the Purchase
Date or the Change of Control Purchase Date, as the case may be, the Company
shall deposit with the Trustee or with the Paying Agent (or, if the Company or a
Subsidiary or an Affiliate of either of them is acting as the Paying Agent,
shall segregate and hold in trust as provided in Section 2.4) an amount of cash
(in immediately available funds if deposited on such Business Day) sufficient to
pay the aggregate Purchase Price or Change of Control Purchase Price, as the
case may be, of all the Securities or portions thereof which are to be purchased
as of the Purchase Date or Change of Control Purchase Date, as the case may be.

         Section 3.11. Securities Purchased in Part. Any Security which is to be
purchased only in part shall be surrendered at the office of the Paying Agent
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge,
a new Security or Securities, of any authorized denomination as requested by
such Holder in aggregate principal amount equal to, and in exchange for, the
portion of the principal amount of the Security so surrendered which is not
purchased.

         Section 3.12. Covenant To Comply with Securities Laws upon Purchase of
Securities. When complying with the provisions of Section 3.7 or 3.8 hereof
(provided that such offer or purchase constitutes an "issuer tender offer" for
purposes of Rule 13e-4 (which term, as used herein, includes any successor
provision thereto) under the Exchange Act at the time of such offer or
purchase), the Company shall (i) comply with Rule 13e-4 and Rule 14e-1 (or any
successor provision) under the Exchange Act, (ii) file the related Schedule TO
(or any successor schedule, form or report) under the Exchange Act, and (iii)
otherwise comply with all Federal


                                       29

and state securities laws so as to permit the rights and obligations under
Sections 3.7 and 3.8 to be exercised in the time and in the manner specified in
Sections 3.7 and 3.8.

         Section 3.13. Repayment to the Company. The Trustee and the Paying
Agent shall return to the Company any cash that remains unclaimed as provided in
Paragraph 12 of the Securities, together with interest, if any, thereon (subject
to the provisions of Section 7.1(f)), held by them for the payment of the
Purchase Price or Change of Control Purchase Price, as the case may be;
provided, however, that to the extent that the aggregate amount of cash
deposited by the Company pursuant to Section 3.10 exceeds the aggregate Purchase
Price or Change of Control Purchase Price, as the case may be, of the Securities
or portions thereof which the Company is obligated to purchase as of the
Purchase Date or Change of Control Purchase Date, as the case may be, then,
unless otherwise agreed in writing with the Company, promptly after the Business
Day following the Purchase Date or Change of Control Purchase Date, as the case
may be, the Trustee shall return any such excess to the Company together with
interest, if any, thereon (subject to the provisions of Section 7.1(f)).

                                   ARTICLE IV

                                    COVENANTS

         Section 4.1. Payment of Securities. The Company shall promptly make all
payments in respect of the Securities on the dates and in the manner provided in
the Securities or pursuant to this Indenture. Any amounts of cash to be given to
the Trustee or Paying Agent, shall be deposited with the Trustee or Paying Agent
by 10:00 a.m. New York City time by the Company. Principal amount, Redemption
Price, Purchase Price, Change of Control Purchase Price and interest, if any,
shall be considered paid on the applicable date due if on such date the Trustee
or the Paying Agent holds, in accordance with this Indenture, cash sufficient to
pay all such amounts then due.

         Section 4.2. SEC and Other Reports. The Company shall file with the
Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the SEC, copies of its annual
report and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time
no longer subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, it shall continue to provide the Trustee with reports containing
substantially the same information as would have been required to be filed with
the SEC had the Company continued to have been subject to such reporting
requirements. In such event, such reports shall be provided at the times the
Company would have been required to provide reports had it continued to have
been subject to such reporting requirements. The Company also shall comply with
the other provisions of TIA Section 314(a). 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 conclusively on Officers'
Certificates).


                                       30

         Section 4.3. Compliance Certificate The Company shall deliver to the
Trustee within 105 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on June 27, 2003) an Officers'
Certificate, stating whether or not to the best knowledge of the signers
thereof, the Company is in default in the performance and observance of any of
the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and if the Company
shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge.

         Section 4.4. Further Instruments and Acts The Company will execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purposes of this
Indenture.

         Section 4.5. Maintenance of Office or Agency The Company will maintain
in the Borough of Manhattan, the City of New York, an office or agency of the
Trustee, Registrar, Paying Agent and Conversion Agent where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer, exchange, purchase, redemption or conversion and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The office of The Bank of New York, 101 Barclay Street,
Floor 8W, New York, New York 10286 (Attention: Corporate Trust Administration),
shall initially be such office or agency for all of the aforesaid purposes. The
Company shall give prompt written notice to the Trustee of the location, and of
any change in the location, of any such office or agency (other than a change in
the location of the office of the Trustee). If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the address of the Trustee set forth in Section
11.2.

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

         Section 4.6. Delivery of Certain Information. At any time when the
Company is not subject to Section 13 or 15(d) of the Exchange Act or upon the
request of a Holder or any beneficial owner of Securities or holder or
beneficial owner of shares of Common Stock issued upon conversion thereof, the
Company will promptly furnish or cause to be furnished Rule 144A Information to
such Holder or any beneficial owner of Securities or holder or beneficial owner
of shares of Common Stock issued upon conversion of a Security, or to a
prospective purchaser of any such security designated by any such holder, as the
case may be, to the extent required to permit compliance by such Holder or
holder with Rule 144A under the Securities Act in connection with the resale of
any such security. "Rule 144A Information" shall be such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act. Whether a person
is a beneficial owner shall be determined by the Company to the Company's
reasonable satisfaction.

         Section 4.7. Contingent Payment Debt Instrument; Calculation of
Original Issue Discount. The Company and each Holder will be deemed to have
agreed (i) that for United


                                       31

States federal income tax purposes the Securities will be treated as
indebtedness subject to the Treasury regulations governing contingent payment
debt instruments, (ii) that the Holders will report original issue discount and
interest on the Securities in accordance with the Company's determination of
both the "comparable yield" and the "projected payment schedule" (each within
the meaning of the Treasury regulations governing contingent payment debt
instruments) and (iii) to be bound by the Company's application of the Treasury
regulations that govern contingent payment debt instruments. For this purpose,
the "comparable yield" for the Securities is 7.75% compounded semi-annually and
the "projected payment schedule" is attached as Schedule A hereto. The Company
shall file with the Trustee no later than the end of each calendar year or at
any other time as the Trustee may request (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 4.8. Limitation on Sale and Leaseback Transactions. So long as
any of the Securities shall be outstanding, the Company will not, and will not
permit any Restricted Subsidiary to, sell or transfer (other than to the Company
or a Wholly-owned Restricted Subsidiary) any Principal Property, whether owned
at the date of this Indenture or hereafter acquired, which has been in full
operation for more than 120 days prior to such sale or transfer, with the
intention of entering into a lease of such Principal Property (except for a
lease for a term, including any renewal thereof, of not more than three years),
if after giving effect thereto the Attributable Debt in respect of all such sale
and leaseback transactions involving Principal Properties shall be in excess of
five percent (5%) of Consolidated Net Worth.

         Notwithstanding the foregoing, the Company or any Restricted Subsidiary
may sell any Principal Property and lease it back if the net proceeds of such
sale are at least equal to the fair value of such property as determined by the
Board of Directors of the Company and within 120 days of such sale (a) the
Company redeems (if permitted by the terms of outstanding Securities), at the
principal amount thereof together with accrued interest to the date fixed for
redemption, such outstanding Securities in an aggregate principal amount equal
to such net proceeds, or (b) the Company or a Restricted Subsidiary repays other
Funded Debt in an aggregate principal amount equal to such net proceeds, or (c)
the Company delivers to the Trustee, for cancellation, outstanding Securities
uncanceled and in transferable form, in an aggregate principal amount equal to
such net proceeds, or (d) the Company applies such net proceeds to the purchase
of properties, facilities or equipment to be used for general operating
purposes.

         Section 4.9. Limitation on Liens. Except as in this Section 4.9
expressly permitted, so long as any of the Securities shall be outstanding, the
Company will not at any time directly or indirectly create, incur, assume or
suffer to exist, and will not suffer or permit any Restricted Subsidiary to
create, incur, assume or suffer to exist, except in favor of the Company or
another Restricted Subsidiary, any mortgage, pledge or other lien or encumbrance
of or upon any Principal Property or any shares of capital stock or indebtedness
of any Restricted Subsidiary, whether owned at the date of this Indenture or
hereafter acquired, or of or upon any income or profits therefrom, if after
giving effect thereto (but not to any mortgages, pledges, liens or encumbrances
described in clauses (a) through (j) below) the aggregate principal amount of


                                       32

indebtedness secured by mortgages, pledges, liens or other encumbrances upon the
property of the Company and its Restricted Subsidiaries shall be in excess of
five percent (5%) of Consolidated Net Worth, without making effective provision
(and the Company covenants that in any such case it will make or cause to be
made effective provision) whereby all Securities then outstanding will be
secured by such mortgage, pledge, lien or encumbrance equally and ratably with
(or prior to) any and all obligations, indebtedness or claims secured by such
mortgage, pledge, lien or encumbrance, so long as any such other obligations,
indebtedness or claims shall be so secured.

         Nothing in this Section 4.9 shall be construed to prevent the Company
or any Restricted Subsidiary, without so securing the Securities, from creating,
assuming or suffering to exist the following mortgages, pledges, liens or
encumbrances:

                  (a) The following mortgages and liens in connection with the
         acquisition of property hereafter acquired:

                           (i) (A) any purchase money mortgage or other purchase
                  money lien on any Principal Property hereafter acquired,
                  including conditional sales and other title retention
                  agreements; or (B) any mortgage or other lien on property
                  hereafter acquired, constructed or improved created as
                  security for moneys borrowed (at the time of or within 120
                  days after the purchase, construction or improvement of such
                  property) to provide funds for the purchase, construction or
                  improvement of such property, or (C) any mortgage or other
                  lien on any property hereafter acquired which exists at the
                  time of the acquisition thereof and which was not created in
                  connection with or in contemplation of such acquisition;
                  provided in each case that (x) such mortgage or other lien is
                  limited to such acquired property (and accretions thereto) or,
                  in the case of construction or improvements, any theretofore
                  unimproved real property, and (y) the aggregate amount of the
                  obligations, indebtedness or claims secured by such mortgage
                  or other lien does not exceed the cost to the Company or such
                  Restricted Subsidiary of such acquired property or the value
                  thereof at the time of acquisition, as determined by the Board
                  of Directors, whichever be the lower;

                           (ii) any mortgage or other lien created in connection
                  with the refunding, renewal or extension of any obligations,
                  indebtedness or claims secured by a mortgage or lien mentioned
                  in the foregoing clause (i) which is limited to the same
                  property; provided that the aggregate amount of the
                  obligations, indebtedness or claims secured by such refunding,
                  renewal or extended mortgage or other lien does not exceed the
                  aggregate amount thereof secured by the mortgage or other lien
                  so refunded, renewed or extended and outstanding at the time
                  of such refunding, renewal or extension; or

                           (iii) any mortgage or other lien to which property
                  hereafter acquired shall be subject at the time of
                  acquisition, if the payment of the indebtedness secured
                  thereby or interest thereon will not become, by assumption or
                  otherwise, a personal obligation of the Company or a
                  Restricted Subsidiary;


                                       33

         (b) mechanics', materialmen's, carriers' or other like liens, and
pledges or deposits made in the ordinary course of business to obtain the
release of any such liens or the release of property in the possession of a
common carrier; good faith deposits in connection with tenders, leases of real
estate or bids or contracts (other than contracts for the borrowing of money);
pledges or deposits to secure public or statutory obligations; deposits to
secure (or in lieu of) surety, stay, appeal or customs bonds; and deposits to
secure the payment of taxes, assessments, customs duties or other similar
charges;

         (c) any lien arising by reason of deposits with, or the giving of any
form of security to, any governmental agency or any body created or approved by
law or governmental regulation, which is required by law or governmental
regulation as a condition to the transaction of any business, or the exercise of
any privilege or license, or to enable the Company or a Restricted Subsidiary to
maintain self-insurance or to participate in any arrangements established by law
to cover any insurance risks or in connection with workers' compensation,
unemployment insurance, old age pensions, social security or similar matters;

         (d) the liens of taxes or assessments not at the time due, or the liens
of taxes or assessments already due but the validity of which is being contested
in good faith and against which adequate reserves have been established;

         (e) judgment liens, so long as the finality of such judgment is being
contested in good faith and execution thereon is stayed;

         (f) easements or similar encumbrances, the existence of which does not
impair the use of the property subject thereto for the purposes for which it is
held or was acquired;

         (g) leases and landlords' liens on fixtures and movable property
located on premises leased in the ordinary course of business, so long as the
rent secured thereby is not in default;

         (h) liens, pledges or deposits made in connection with contracts with
or made at the request of any government or any department or agency thereof or
made with any prime contractor or subcontractor of any tier in connection with
the furnishing of services or property to any government or any department or
agency thereof (hereinafter referred to as "Government Contracts") insofar as
such liens, pledges or deposits relate to property manufactured, installed,
constructed, acquired or to be supplied by, or property furnished to, the
Company or a Restricted Subsidiary pursuant to, or to enable the performance of,
such Government Contracts, or property the manufacture, installation,
construction or acquisition of which any government or any department or agency
thereof finances or guarantees the financing of, pursuant to, or to enable the
performance of, such Government Contracts; or deposits or liens, made pursuant
to such Government Contracts, of or upon moneys advanced or paid pursuant to, or
in accordance with the provisions of, such Government Contracts, or of or upon
any materials or supplies acquired for the purpose of the performance of such
Government Contracts; or the assignment or pledge to any person, firm or
corporation, to the extent permitted by law,


                                       34

         of the right, title and interest of the Company or a Restricted
         Subsidiary in and to any Government Contract, or in and to any payments
         due or to become due thereunder, to secure indebtedness incurred and
         owing to such person, firm or corporation for funds or other property
         supplied, constructed or installed for or in connection with the
         performance by the Company or such Restricted Subsidiary of its
         obligations under such Government Contract;

                  (i) any mortgage or other lien securing indebtedness of a
         corporation which is a successor to the Company to the extent permitted
         by Article V or securing indebtedness of a Restricted Subsidiary
         outstanding at the time it became a Subsidiary (provided that such
         mortgage or other lien was not created in connection with or in
         contemplation of the acquisition of such Restricted Subsidiary), and
         any mortgage or other lien created in connection with the refunding,
         renewal or extension of such indebtedness which is limited to the same
         property, provided that the amount of the indebtedness secured by such
         refunding, renewal or extended mortgage or other lien does not exceed
         the amount of indebtedness secured by the mortgage or other lien to be
         refunded, renewed or extended and outstanding at the time of such
         refunding, renewal or extension; and

                  (j) any mortgage or other lien in favor of the United States
         of America or any State thereof, or political subdivision of the United
         States of America or any State thereof, or any department, agency or
         instrumentality of the United States of America or any State thereof or
         any such political subdivision, to secure indebtedness incurred for the
         purpose of financing the acquisition, construction or improvement of
         all or any part of the property subject to such mortgage or other lien,
         and any mortgage or other lien created in connection with the
         refunding, renewal or extension of such indebtedness which is limited
         to the same property, provided that the amount of the indebtedness
         secured by such refunding, renewal or extended mortgage or other lien
         does not exceed the amount of indebtedness secured by the mortgage or
         other lien to be refunded, renewed or extended and outstanding at the
         time of such refunding, renewal or extension.

                                   ARTICLE V

                          CONSOLIDATION, MERGER OR SALE

         Section 5.1. Consolidation, Merger or Sale. The Company covenants and
agrees that it will not, in a single transaction or a series of related
transactions, consolidate or merge with or into any other person, or sell or
transfer all or substantially all of its property and assets to any other
person, unless (a) the person formed by or resulting from any such consolidation
or merger, or which shall have received the transfer of all or substantially all
of the property and assets of the Company, shall assume the due and punctual
performance and observance of all of the covenants and conditions to be
performed or observed by the Company hereunder, (b) the Company, such person or
such successor person, as the case may be, shall not, immediately after such
consolidation, merger, sale or transfer, be in default in the performance of any
such covenant or condition, and (c) if, upon such consolidation, merger, sale or
transfer becoming effective any of the property or assets of the Company would
become or be subject to any mortgage or other lien (an "additional lien"), other
than liens existing thereon prior thereto and


                                       35

liens permitted under the first paragraph and clauses (a) through (h) and (j) of
the second paragraph of Section 4.9, then (x) prior to such consolidation,
merger, sale or transfer all of the Securities at the time outstanding shall be
directly secured (equally and ratably with any other indebtedness of the Company
then entitled thereto) by a mortgage or other lien ranking prior to such
additional lien, in form satisfactory to the Trustee, on all of the property and
assets of the Company, and accretions thereto, which would upon such
consolidation, merger, sale or transfer become subject to such additional lien,
such mortgage or other lien securing the Securities to be effective for so long
as such property and assets shall remain subject to such additional lien, or (y)
the Company makes effective provision whereby all Securities outstanding
immediately after such consolidation, merger, sale or transfer will be directly
secured by a mortgage or other lien in form satisfactory to the Trustee equally
and ratably with (or prior to) any and all obligations, indebtedness and claims
secured by such additional lien, upon such property and assets of the Company
(or the person resulting from or surviving such consolidation or merger, if not
the Company, or the person to which such sale or transfer shall have been made,
as the case may be) as are subject to such additional lien, such mortgage or
other lien securing the Securities to be effective for so long as such property
and assets shall remain subject to such additional lien.

         Subject to the provisions of Section 7.1, the Trustee shall receive an
Opinion of Counsel as conclusive evidence that the instrument or instruments
evidencing any mortgage and pledge referred to above comply with the foregoing
conditions and provisions of this Section 5.1.

         Section 5.2. Securities and Indenture To Be Assumed by Successor on
Consolidation, Merger or Sale. Subject to the provisions of Section 5.1, nothing
in this Indenture shall prevent any consolidation or merger of the Company with
or into any other person, or any sale, or transfer of all or substantially all
of the property and assets of the Company to any other person lawfully entitled
to acquire the same; provided, however, and the Company covenants and agrees,
that any such consolidation, merger, sale, or transfer shall be upon the
condition that the due and punctual payment of the principal, premium, if any,
and interest of all the Securities according to their tenor, and the due and
punctual performance and observance of all the terms, covenants and conditions
of the Indenture to be kept or performed by the Company shall, by an indenture
supplemental hereto, executed and delivered to the Trustee, be assumed by the
person formed by or resulting from any such consolidation or merger (provided
that no such supplemental indenture shall be required if the Company is the
surviving person upon the consolidation or merger), or which shall have received
the transfer of all or substantially all of the property and assets of the
Company, just as fully and effectually as if such successor person had been the
original party of the first part hereto. Every such successor person upon
executing an indenture supplemental hereto, as provided in this Section 5.2, in
form satisfactory to the Trustee, shall succeed to and be substituted for the
Company with the same effect as if it had been named herein as party of the
first part hereto; and any order, certificate, statement, request, instructions,
advice or resolutions of the Board of Directors or officers of the Company
provided for in this Indenture may be made by like officials of such successor
person.

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


                                       36

         In the event of any such sale or transfer (other than a transfer by way
of lease), the Company or any successor person which shall theretofore have
become such in the manner described in this Article V shall be discharged from
all obligations and covenants under this Indenture and the Securities.

         Subject to the provisions of Section 7.1, the Trustee may receive an
Opinion of Counsel as conclusive evidence that any such indenture supplemental
hereto complies with the foregoing conditions and provisions of this Section
5.2.

         This Section 5.2 shall be applicable to successive consolidations or
mergers to which the Company (including any successor) is a party and to
successive sales or transfers by the Company (including any successor).

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

Section 6.1.      Events of Default.  An "Event of Default" occurs if:

         (1) The Company defaults in the payment of the principal amount plus
accrued and unpaid interest on any Security when the same becomes due and
payable at its Stated Maturity, upon redemption, upon declaration, when due for
purchase by the Company (including pursuant to Section 3.7 or 3.8) or otherwise;
or

         (2) the Company defaults in the payment of any interest or Liquidated
Damages Amounts when due and payable, and continuance of such default for a
period of 30 days; or

         (3) the Company fails to deliver the shares of Common Stock upon an
appropriate election by Holders to convert the Securities into shares of Common
Stock, and continuance of such default for a period of 10 Business Days; or

         (4) the Company fails to comply in any material respect with any of its
agreements or covenants in the Securities or this Indenture (other than those
referred to in clause (1), (2) or (3) above) and such failure continues for 90
days after receipt by the Company of a Notice of Default; or

         (5) the Company fails to provide timely notice of any Change of Control
in accordance with Section 3.8(b);

         (6) a default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
indebtedness for money borrowed by the Company, whether such indebtedness exists
on the date of this Indenture or is created thereafter, which default either (A)
is caused by a failure to pay when due any principal of such indebtedness the
principal amount of which, together with the principal amount of any other such
indebtedness under which there is a payment default, aggregates $25,000,000 or
more within the grace period provided for in such indebtedness, which failure
continues beyond any applicable grace period or (B) results in such indebtedness
becoming or being declared due and payable


                                       37

prior to the date on which it would otherwise become due and payable, and such
payment default is not cured or such acceleration is not rescinded or annulled
within 10 days after receipt by the Company of a Notice of Default; or

         (7) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company as bankrupt or insolvent, or approving as properly filed a petition by
one or more persons other than the Company seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable
federal or state law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official for the Company or for all or
substantially all of its property, or ordering the winding up or liquidation of
its affairs, and the continuance of any such decree or order for relief or any
such other decree or order unstayed and in effect for a period of 90 consecutive
days; or

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

         A Default under clause (4) and (6) above is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
aggregate principal amount of the Securities at the time outstanding notify the
Company and the Trustee, of the Default and the Company does not cure such
Default (and such Default is not waived) within the time specified in clause (4)
or (6) above after actual receipt of such notice. Any such notice must specify
the Default, demand that it be remedied and state that such notice is a "Notice
of Default".

         The Company shall deliver to the Trustee, within 30 days after it
becomes aware of the occurrence thereof, written notice of any Event of Default
under clause (5), (7) or (8) above or any event described in clause (4) or (6)
which would become an Event of Default upon the passage of time specified in
such clause (4) or (6) following a Notice of Default, its status and what action
the Company is taking or proposes to take with respect thereto.

         Section 6.2. Acceleration. If an Event of Default (other than an Event
of Default specified in Section 6.1(7) or (8)) occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 25% in aggregate
principal amount of the Securities at the time outstanding by notice to the
Company and the Trustee, may declare the principal amount plus accrued and
unpaid interest, if any, on all the Securities to be immediately due and
payable.


                                       38

Upon such a declaration, such accelerated amount shall be due and payable
immediately. If an Event of Default specified in Section 6.1(7) or (8) occurs
and is continuing, the principal amount plus accrued and unpaid interest, if
any, on all the Securities shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Securityholders. The Holders of a majority in aggregate principal amount of the
Securities at the time outstanding, by notice to the Trustee (and without notice
to any other Securityholder) may rescind an acceleration and its consequences if
the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of the
principal amount plus accrued and unpaid interest, if any, that have become due
solely as a result of acceleration and if all amounts due to the Trustee under
Section 7.7 have been paid. No such rescission shall affect any subsequent
Default or impair any right consequent thereto.

         Section 6.3. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of the principal amount plus accrued and unpaid interest, if any, on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture.

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

         Section 6.4. Waiver of Past Defaults. The Holders of a majority in
aggregate principal amount of the Securities at the time outstanding, by notice
to the Trustee (and without notice to any other Securityholder), may waive an
existing Default and its consequences except (a) an Event of Default described
in Section 6.1(1), (2), or (3) or (b) a Default in respect of a provision that
under Section 9.2 cannot be amended without the consent of each Securityholder
affected. When a Default is waived, it is deemed cured, but no such waiver shall
extend to any subsequent or other Default or impair any consequent right. This
Section 6.4 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section
316(a)(1)(B) is hereby expressly excluded from this Indenture, as permitted by
the TIA.

         Section 6.5. Control by Majority. The Holders of a majority in
aggregate principal amount of the Securities at the time outstanding may direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee or of exercising any trust or power conferred on the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture or that the Trustee determines in good faith is unduly
prejudicial to the rights of other Securityholders or would involve the Trustee
in personal liability unless the Trustee is offered indemnity satisfactory to
it. This Section 6.5 shall be in lieu of Section 316(a)(1)(A) of the TIA and
such Section 316(a)(1)(A) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

         Section 6.6. Limitation on Suits. A Securityholder may not pursue any
remedy with respect to this Indenture or the Securities unless:


                                       39

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

         (2) the Holders of at least 25% in aggregate principal amount of the
Securities at the time outstanding make a written request to the Trustee to
pursue the remedy;

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

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

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

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

         Section 6.7. Rights of Holders To Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
the principal amount of the Securities plus accrued and unpaid interest in
respect of the Securities held by such Holder, on or after the respective due
dates expressed in the Securities or any Redemption Date, and to convert the
Securities in accordance with Article X, or to bring suit for the enforcement of
any such payment on or after such respective dates or the right to convert,
shall not be impaired or affected adversely without the consent of such Holder.

         Section 6.8. Collection Suit by Trustee. If an Event of Default
described in Section 6.1(1) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount owing with respect to the Securities and the amounts
provided for in Section 7.7.

         Section 6.9. Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal amount of the Securities plus accrued and unpaid
interest in respect of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of any such amount)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

         (a) to file and prove a claim for the whole amount of the principal
amount of the Securities plus accrued and unpaid interest and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel or any other
amounts due the Trustee under Section 7.7) and of the Holders allowed in such
judicial proceeding, and


                                       40

         (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay the Trustee any amount
due to it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 7.7.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

         Section 6.10. Priorities. If the Trustee collects any money pursuant to
this Article 6, it shall pay out the money in the following order:

                  FIRST: to the Trustee for amounts due under Section 7.7;

                  SECOND: to Securityholders for amounts due and unpaid on the
         Securities for the principal amount of the Securities plus accrued and
         unpaid interest, ratably, without preference or priority of any kind,
         according to such amounts due and payable on the Securities; and

                  THIRD: the balance, if any, to the Company.

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

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

         Section 6.12. Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the principal amount of
the Securities


                                       41

plus accrued and unpaid interest or any interest on such amounts, as
contemplated herein, or which may affect the covenants or the performance of
this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                                  ARTICLE VII

                                     TRUSTEE

Section 7.1. Duties of Trustee (a) If an Event of Default has occurred and is
continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in its exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

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

         (1)      the Trustee need perform only those duties that are
                  specifically set forth in this Indenture and no others; 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 case
                  of any such certificates or opinions which by any provision
                  hereof are specifically required to be furnished to the
                  Trustee, the Trustee shall examine the certificates and
                  opinions to determine whether or not they conform to the
                  requirements of this Indenture, but need not confirm or
                  investigate the accuracy of mathematical calculations or other
                  facts stated therein. This Section 7.1(b) shall be in lieu of
                  Section 315(a) of the TIA and such Section 315(a) is hereby
                  expressly excluded from this Indenture, as permitted by the
                  TIA.

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

         (1)      this paragraph (c) does not limit the effect of paragraph (b)
                  of this Section 7.1;

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

         (3)      the Trustee shall not be liable with respect to any action it
                  takes or omits to take in good faith in accordance with a
                  direction received by it pursuant to Section 6.5.


                                       42

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

         (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.1.

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

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

         Section 7.2. Rights of Trustee. Subject to its duties and
responsibilities under the TIA,

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

         (b) 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;

         (c) 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;

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

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

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


                                       43

         (g) 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;

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

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

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

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

         Section 7.3. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, Conversion
Agent or co-registrar may do the same with like rights. However, the Trustee
must comply with Sections 7.10 and 7.11.

         Section 7.4. Trustee's Disclaimer. The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Company's use or application of the proceeds from the
Securities, it shall not be responsible for any statement in the registration
statement for the Securities under the Securities Act or in any offering
document for the Securities, the Indenture or the Securities (other than its
certificate of authentication), or the determination as to which beneficial
owners are entitled to receive any notices hereunder.

         Section 7.5. Notice of Defaults. If a Default occurs and if it is known
to the Trustee, the Trustee shall give to each Securityholder notice of the
Default within 90 days after the occurrence of such Default, unless such Default
shall have been cured or waived before the giving of such notice.
Notwithstanding the preceding sentence, except in the case of a Default


                                       44

described in Section 6.1(1) or (2), the Trustee may withhold the notice if and
so long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Securityholders. The second
sentence of this Section 7.5 shall be in lieu of the proviso to Section 315(b)
of the TIA and such proviso is hereby expressly excluded from this Indenture, as
permitted by the TIA. The Trustee shall not be deemed to have knowledge of a
Default unless a Responsible Officer of the Trustee has received written notice
of such Default.

         Section 7.6. Reports by Trustee to Holders Within 60 days after each
May 15 beginning with May 15, 2003, the Trustee shall mail to each
Securityholder a brief report dated as of such May 15 that complies with TIA
Section 313(a), if required by such Section 313(a). The Trustee also shall
comply with TIA Section 313(b).

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

         Section 7.7. Compensation and Indemnity. The Company agrees:

         (a) 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 (to
the extent permitted by law) by any provision of law in regard to the
compensation of a trustee of an express trust);

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

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

         To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay the principal
amount, plus accrued and unpaid interest on particular Securities.

         The Company's payment obligations pursuant to this Section 7.7 shall
survive the discharge of this Indenture and the resignation or removal of the
Trustee. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.1(7) or (8), the expenses


                                       45

including the reasonable charges and expenses of its counsel, are intended to
constitute expenses of administration under any bankruptcy law.

         Section 7.8. Replacement of Trustee. The Trustee may resign by so
notifying the Company; provided, however, no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this Section
7.8. The Holders of a majority in aggregate principal amount of the Securities
at the time outstanding may remove the Trustee by so notifying the Trustee and
the Company. The Company shall remove the Trustee if:

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

         (2)      the Trustee is adjudged bankrupt or insolvent;

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

         (4)      the Trustee otherwise becomes incapable of acting.

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

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company satisfactory in form and
substance to the retiring Trustee and the Company. Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Securityholders. The retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.7.

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

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

         Section 7.9. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.

         Section 7.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Sections 310(a)(1) and 310(b). No obligor
on the Securities or person directly or indirectly controlling, controlled by or
under common control with such obligor shall serve as Trustee. The Trustee (or
its parent holding company) shall have a combined capital and


                                       46

surplus of at least $50,000,000 as set forth in its most recent published annual
report of condition. Nothing herein contained shall prevent the Trustee from
filing with the Commission the application referred to in the penultimate
paragraph of TIA Section 310(b).

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

                                  ARTICLE VIII

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                   DEPOSITED MONEYS AND GOVERNMENT OBLIGATIONS

         Section 8.1. Covenant Defeasance of Securities. (a) Subject to Section
8.1(b), the Company may at any time terminate its obligations under Section 4.8
and 4.9, the operation of Section 6.01(4) (but only as to failures to comply
with Section 4.8 and 4.9) and the limitation contained in clause (c) of Section
5.1.

                  (b) The Company may exercise its covenant defeasance option
under this Section 8.1 only if:

                  (i) The Company irrevocably deposits in trust with the
         Trustee, pursuant to an irrevocable trust agreement in form and
         substance reasonably satisfactory to the Trustee, money or direct
         non-callable obligations of, or non-callable obligations guaranteed by,
         the United States of America for the payment of which obligation or
         guarantee the full faith and credit of the United States of America is
         pledged ("Government Obligations"), or a combination of money and
         Government Obligations, maturing as to principal and interest in such
         amounts and at such times as are sufficient, without consideration of
         the reinvestment of such interest and after payment of all federal,
         state and local taxes or other charges or assessments in respect
         thereof payable by the Trustee, in the opinion of a nationally
         recognized firm of independent public accountants expressed in a
         written certification thereof delivered in form and substance
         reasonably satisfactory to the Trustee, to pay the principal of and the
         interest on the outstanding Securities on the dates on which any such
         payments are due and payable in accordance with the terms of this
         Indenture and such Securities (or, in the event such Securities 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, to pay such
         principal and interest until the date fixed for redemption, in which
         case the funds deposited in trust shall also be sufficient to pay any
         premium due upon redemption);

                  (ii) Such deposits shall not cause the Trustee to have a
         conflicting interest as defined in and for purposes of the TIA;


                                       47

                  (iii) No Event of Default shall have occurred and be
         continuing on the date of such deposit or shall occur on or before the
         91st day after the date of such deposit;

                  (iv) Such deposit will not result in a breach or violation of,
         or constitute a default under, this Indenture or any other instrument
         to which the Company is a party or by which it or its property is
         bound;

                  (v) The Company shall deliver to the Trustee an Opinion of
         Counsel stating (i) that the Holders of the outstanding Securities will
         not recognize income, gain or loss for federal income tax purposes as a
         result of such deposit and discharge and will be subject to federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such deposit and discharge had not
         occurred, and (ii) that after the passage of 90 days (or such other
         period of time as then required by the non-insider preference
         provisions of any applicable federal bankruptcy laws) following the
         deposit, and provided that neither the Trustee nor the Holders are
         "insiders" as defined in Title 11 of the United States Code, the trust
         funds will not be subject to recovery under Section 547(b) of Title 11
         of the United States Code, and (iii) that there would not occur any
         violation of the Investment Company Act of 1940, as amended, on the
         part of the Company or the Trustee as a result of such deposit and the
         related exercise of the Company's rights under this Section 8.1;

                  (vi) The Holders of the Securities of such series shall have a
         first priority perfected security interest under applicable state law
         in the money or Government Obligations deposited pursuant to Section
         8.1(b)(i); and

                  (vii) The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent specified herein relating to the defeasance of the Securities
         contemplated by this Section 8.1 (other than the priority of the
         security interest referred to in Section 8.1(b)(vi) above) have been
         complied with.

         In the event all or any portion of the Securities are to be redeemed
through such irrevocable trust, the Company must make arrangements satisfactory
to the Trustee, at the time of such deposit, for the giving of the notice of
such redemption or redemptions by the Trustee in the name and at the expense of
the Company.

         Section 8.2. Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Securities, 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:

                  (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 2.7 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 2.4) have been delivered to the Trustee for cancellation;



                                       48



              (b) the Company has paid or caused to be paid all other sums
       payable hereunder by the Company with respect to such Securities; and

              (c) the Company has delivered to the Trustee an Officers'
       Certificate and an Opinion of Counsel, each stating that the 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 7.7 shall survive such
satisfaction and discharge.

       Section 8.3. Intentionally Omitted.

       Section 8.4. Application of Trust Moneys Subject to the provisions of
Section 2.4, all money or Government Obligations deposited with the Trustee
pursuant to Sections 8.1 shall be held in trust and applied by it, in accordance
with the provisions of the Securities, this Indenture and, in the case of
Section 8.1, such irrevocable trust agreement, 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, premium, if any, and interest for whose payment such money has been
deposited with the Trustee. The money or Government Obligations so held in trust
under Section 8.1 shall not be part of the trust estate under this Indenture but
shall constitute a separate trust fund for the benefit of all Holders of
Securities entitled thereto.

       Section 8.5. Repayment to Company. Upon termination of the trust
established pursuant to Section 8.1, the Trustee and the Paying Agent shall
promptly pay to the Company upon request any excess money held by them. The
Trustee and the Paying Agent shall pay to the Company upon request and, if
applicable, in accordance with the irrevocable trust established pursuant to
Section 8.1 any money or Government Obligations held by them for the payment of
principal of, premium, if any, or interest on any Securities that remains
unclaimed for two years; 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 of general circulation in
the Borough of Manhattan, the City and State of New York, or mail to the Holder
of any such Security, or both, notice that such money remains unclaimed and
that, after a date specified therein, which date shall not be less than thirty
days from the date of such publication or mailing, any unclaimed balance of such
money then remaining will be repaid to the Company. After payment to the
Company, Securityholders entitled to such payment of principal, premium, if any,
and interest must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person.

       Section 8.6. Reinstatement. If the Trustee or any Paying Agent is unable
to apply any money or Government Obligations in accordance with Section 8.4 by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, or by reason of Government Obligations not paying principal
and interest in such amounts and at such times as are sufficient to pay the
principal of, premium, if any, and interest on the Securities in accordance with
the terms of this Indenture, the Company's obligations under this Indenture with
respect to such Securities shall be revived and reinstated as though no deposit
had occurred pursuant to Sections


                                       49

8.1 until such time as the Trustee or any Paying Agent is permitted to apply all
such money or Government Obligations in accordance with Section 8.4; provided,
however, that if the Company has made any payment of interest on, or principal
of, such Securities because of the reinstatement of its obligations hereunder,
the Company shall be subrogated to the rights of the Holders of Securities to
receive such payment from the money or Government Obligations held by the
Trustee or such Paying Agent for such purpose.

                                   ARTICLE IX

                                   AMENDMENTS

       Section 9.1. Without Consent of Holders. The Company and the Trustee may
amend or supplement this Indenture or the Securities without the consent of any
Securityholder:

       (a) to cure any ambiguity, omission, defect or inconsistency provided
that such modification or amendment does not adversely affect the interests of
the holders of the Securities in any material respect;

       (b) to modify the restrictions on, and procedures for, resale and other
transfers of Securities pursuant to any change in applicable law or regulation
(or the interpretation thereof) or in practice relating to the resale or
transfer of "restricted securities" under the Securities Act generally;

       (c) to comply with Article V or Section 10.16;

       (d) to secure the Company's obligations or add any guarantee under the
Securities and this Indenture;

       (e) to add Events of Default with respect to the Securities;

       (f) to add to the Company's covenants for the benefit of the
Securityholders or to surrender any right or power conferred upon the Company;

       (g) to make any change necessary for the registration of the Securities
under the Securities Act or to comply with the TIA, or any amendment thereto, or
to comply with any requirement of the SEC in connection with the qualification
of the Indenture under the TIA, provided that such modification or amendment
does not materially and adversely affect the interests of the holders of the
Securities; or

       (h) to provide for uncertificated Securities in addition to or in place
of certificated Securities or to provide for bearer Securities.

       Section 9.2. With Consent of Holders. With the written consent (including
consent obtained in connection with a tender offer or exchange offer for the
Securities) of the Holders of at least a majority in aggregate principal amount
of the Securities at the time outstanding, the Company and the Trustee may amend
or supplement this Indenture or the Securities. However,


                                       50

without the consent of each Securityholder affected, an amendment or supplement
to this Indenture or the Securities may not:

       (1) reduce the interest rate (other than pursuant to an interest
adjustment in accordance with paragraph 1 of the Securities) or change the time
for payment of interest thereon;

       (2) reduce the principal amount of or extend the Stated Maturity of any
Security;

       (3) reduce the Redemption Price, Purchase Price or Change of Control
Purchase Price of any Security or change the time at which the Securities may or
must be redeemed or repurchased;

       (4) change the city of any place of payment or make any payments on the
Securities payable in currency other than as stated in the Security;

       (5) make any change to the provisions of Section 6.4, Section 6.7 or the
second sentence of this Section 9.2;

       (6) make any change that adversely affects the right to convert any
Security in accordance with the terms thereof and this Indenture;

       (7) make any change that adversely affects the right to require the
Company to purchase the Securities in accordance with the terms thereof and this
Indenture;

       (8) impair a Holder's right to institute suit for the enforcement of any
payment on the Securities;

       (9) waive a continuing default or Event of Default regarding any payment
on the Securities; or

       (10) make any change in the Company's obligation to provide Rule 144A
Information in accordance with Section 4.6.

       It shall not be necessary for the consent of the Holders under this
Section 9.2 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof.

       After an amendment under this Section 9.2 becomes effective, the Company
shall mail to each Holder a notice briefly describing the amendment.

       Section 9.3. Compliance with Trust Indenture Act. Every amendment or
supplemental indenture executed pursuant to this Article shall comply with the
TIA.

       Section 9.4. Revocation and Effect of Consents, Waivers and Actions.
Until an amendment, waiver or other action by Holders becomes effective, a
consent thereto by a Holder of a Security hereunder is a continuing consent by
the Holder and every subsequent Holder of that Security or portion of the
Security that evidences the same obligation as the consenting Holder's Security,
even if notation of the consent, waiver or action is not made on the Security.


                                       51

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

       Section 9.5. Notation on or Exchange of Securities. Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
outstanding Securities.

       Section 9.6. Trustee To Sign Supplemental Indentures. The Trustee shall
sign any supplemental indenture authorized pursuant to this Article IX if the
amendment contained therein does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign such supplemental indenture. In signing such supplemental indenture
the Trustee shall receive, and (subject to the provisions of Section 7.1) shall
be fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this
Indenture.

       Section 9.7. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

                                    ARTICLE X

                                   CONVERSIONS

       Section 10.1. Conversion Privilege. Subject to and upon compliance with
the provisions of this Indenture, a Holder of a Security may convert such
Security into shares of Common Stock at any time during the period stated in
Paragraph 8 of the Securities. The Company shall notify the Trustee (which shall
in turn notify the Holders promptly upon receipt of such notification from the
Company) of the date on which the Securities first become convertible (and, if
the Securities cease to be convertible at any time or from time to time, of the
first date thereafter on which the Securities again become convertible), which
notification shall set forth the calculations on which such determination was
made.

       The rate at which Common Stock shall be delivered upon conversion (herein
called the "Conversion Rate") shall be initially 22.0994 shares of Common Stock
for each U.S.$1,000 principal amount of Securities. The Conversion Rate shall be
adjusted in certain instances as provided in this Article X. The price at which
Common Stock shall be delivered upon conversion (herein called the "Conversion
Price") shall at any time be equal to U.S. $1,000 divided by the then applicable
Conversion Rate (and rounded to the nearest cent).


                                       52

       A Holder may convert a portion of the principal amount of a Security if
the portion converted is in a $1,000 principal amount or an integral multiple of
$1,000. Provisions of this Indenture that apply to conversion of all of a
Security also apply to conversion of a portion of a Security.

       "Average Sale Price" means the average of the Sales Prices of the shares
of Common Stock for the shorter of:

              (i)    30 consecutive trading days ending on the last full trading
       day prior to the Time of Determination with respect to the rights,
       warrants or options or distribution in respect of which the Average Sale
       Price is being calculated;

              (ii)   the period (x) commencing on the date next succeeding the
       first public announcement of (a) the issuance of rights, warrants or
       options or (b) the distribution, in each case, in respect of which the
       Average Sale Price is being calculated and (y) proceeding through the
       last full trading day prior to the Time of Determination with respect to
       the rights, warrants or options or distribution in respect of which the
       Average Sale Price is being calculated (excluding days within such
       period, if any, which are not trading days); or

              (iii)  the period, if any, (x) commencing on the date next
       succeeding the Ex-Dividend Time with respect to the next preceding (a)
       issuance of rights, warrants or options or (b) distribution, in each
       case, for which an adjustment is required by the provisions of Section
       10.7, 10.8 or 10.9 and (y) proceeding through the last full trading day
       prior to the Time of Determination with respect to the rights, warrants
       or options or distribution in respect of which the Average Sale Price is
       being calculated (excluding days within such period, if any, which are
       not trading days).

       In the event that the Ex-Dividend Time (or in the case of a subdivision,
combination or reclassification, the effective date with respect thereto) with
respect to a dividend, subdivision, combination or reclassification to which
Section 10.6(1), (2), (3) or (4) applies occurs during the period applicable for
calculating "Average Sale Price" pursuant to the definition in the preceding
sentence, "Average Sale Price" shall be calculated for such period in a manner
determined by the Board of Directors to reflect the impact of such dividend,
subdivision, combination or reclassification on the Sale Price of the shares of
Common Stock during such period.

       "Time of Determination" means the time and date of the earlier of (i) the
determination of stockholders entitled to receive rights, warrants or options or
a distribution, in each case, to which Section 10.7, 10.8 or 10.9 applies and
(ii) the time ("Ex-Dividend Time") immediately prior to the commencement of
"ex-dividend" trading for such rights, warrants or options or distribution on
the NYSE or such other U.S. national or regional exchange or market on which the
shares of Common Stock are then listed or quoted.

       For purposes of this Article X, "fair market value" means the fair market
value, as determined in good faith by the Board of Directors (except as Section
10.8 otherwise provides in the case of a Spin-off) and set forth in a certified
resolution filed with the Trustee.


                                       53

       Section 10.2. Conversion Procedure. To convert a Security a Holder must
satisfy the requirements in Paragraph 8 of the Securities. The first Business
Day on which the Holder satisfies all those requirements and submits such
Holder's Securities for conversion is the conversion date (the "Conversion
Date").

       As soon as practicable after the Conversion Date, the Company shall
deliver to the Holder, through the Conversion Agent, a certificate for, or a
beneficial interest in a global certificate representing, the number of full
shares of Common Stock issuable upon the conversion or exchange and cash in lieu
of any fractional share determined pursuant to Section 10.3. The person in whose
name the certificate is registered shall be treated as a shareholder of record
as of the close of business on the Conversion Date. Upon conversion by a Holder
of a Security in its entirety, such person shall no longer be a Holder of such
Security.

       No payment or adjustment will be made for dividends on, or other
distributions with respect to, any shares of Common Stock except as provided in
this Article X. On conversion of a Security, except as provided below with
respect to interest payable on Securities or portions thereof converted after a
Regular Record Date, that portion of accrued and unpaid interest on the
converted Securities attributable to the period from the most recent Interest
Payment Date through the Conversion Date shall not be cancelled, extinguished or
forfeited, but rather shall be deemed to be paid in full to the Holder thereof
through delivery of the shares of Common Stock (together with the cash payment,
if any, in lieu of fractional shares) for the Security being converted pursuant
to the provisions hereof. The Company will not adjust the Conversion Rate to
account for accrued interest, if any. If the Holder converts more than one
Security at the same time, the number of shares of Common Stock issuable upon
the conversion shall be based on the total principal amount of the Securities
converted.

       The Securities or portions thereof surrendered for conversion during the
period from the close of business on any Regular Record Date to the opening of
business on the date on which such interest is payable shall be accompanied by
payment to the Company or its order, in New York Clearing House funds or other
funds acceptable to the Company, of an amount equal to the interest payable on
such interest payment date on the principal amount of the Securities or portions
thereof being surrendered for conversion.

       If the last day on which a Security may be converted is a Legal Holiday,
the Security may be surrendered on the next succeeding day that is not a Legal
Holiday.

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

       Section 10.3. Fractional Shares. The Company will not issue fractional
shares of Common Stock upon conversion of a Security. Instead, the Company will
either (a) pay cash based on the current market value for all fractional shares
or (b) issue a whole share of Common Stock in lieu of such fractional share. The
current market value of a fractional share shall be determined, to the nearest
1/1,000th of a share, by multiplying the Sale Price on the last trading day
immediately prior to the Conversion Date, of a full share by the fractional
amount and rounding the product to the nearest whole cent. It is understood that
if a Holder elects to have


                                       54

more than one Security converted, the number of shares of Common Stock shall be
based on the aggregate principal amount of Securities to be converted.

       Section 10.4. Taxes on Conversion. If a Holder submits a Security for
conversion, the Company shall pay all documentary, transfer or stamp taxes or
duties and all other taxes or duties, if any, which may be imposed by the United
States or any political subdivision thereof or taxing authority thereof or
therein with respect to the issuance of shares of Common Stock upon the
conversion. However, the Holder shall pay any such tax which is due because the
Holder requests the shares to be issued in a name other than the Holder's name.
The Conversion Agent may refuse to deliver the certificates representing the
shares of Common Stock being issued in a name other than the Holder's name until
the Conversion Agent receives a sum sufficient to pay any tax which will be due
because the shares are to be issued in a name other than the Holder's name.
Nothing herein shall preclude any tax withholding required by law or
regulations.

       Section 10.5. Company To Provide Stock. The Company shall, prior to
issuance of any Securities under this Article X, and from time to time as may be
necessary, reserve out of its authorized but unissued shares of Common Stock a
sufficient number of shares of Common Stock to permit the conversion of the
Securities.

       All shares of Common Stock delivered upon conversion of the Securities
shall be newly issued shares or treasury shares, shall be duly and validly
issued and fully paid and nonassessable, and shall be free from preemptive
rights and free of any lien or adverse claim. The Company will endeavor promptly
to comply with all federal and state securities laws regulating the offer and
delivery of shares of Common Stock upon conversion of Securities, if any, and
will list or cause to have quoted such shares of Common Stock on each national
securities exchange or in the over-the-counter market or such other market on
which the shares of Common Stock are then listed or quoted.

       Section 10.6. Adjustment for Change in Capital Stock. If the Company:

       (1) pays a dividend or makes another distribution to all holders of its
Common Stock payable exclusively in shares of its Common Stock;

       (2) subdivides the outstanding shares of its Common Stock into a greater
number of shares of Common Stock;

       (3) combines the outstanding shares of its Common Stock into a smaller
number of shares of Common Stock; or

       (4) issues by reclassification of its Common Stock any shares of Capital
Stock,

then the conversion privilege and the Conversion Rate in effect immediately
prior to such action shall be adjusted so that the Holder of a Security
thereafter converted may receive the number of shares of Capital Stock of the
Company which such Holder would have owned immediately following such action if
such Holder had converted the Security immediately prior to the record date for
such action.


                                       55

       The adjustment shall become effective immediately after the record date
in the case of a dividend or distribution and immediately after the effective
date in the case of a subdivision, combination or reclassification.

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

       Section 10.7. Adjustment for Rights Issue. If the Company distributes any
rights or warrants to all or substantially all holders of shares of its Common
Stock entitling them to purchase shares of Common Stock at a price per share
less than the Average Sale Price as of the Time of Determination (except that no
adjustment will be made if the Holders of Securities may participate in the
distribution without conversion on a basis and with the notice that the Board of
Directors determines to be fair and appropriate in light of the basis and notice
on which holders of shares of Common Stock participate in the distribution), the
Conversion Rate shall be adjusted in accordance with the formula:

                                             (O + N)
                              R' = R x  ---------------
                                        (O + (N x P)/M)

              where:

              R'  = the adjusted Conversion Rate.

              R   = the current Conversion Rate.

              O   = the number of shares of Common Stock outstanding on the
                    record date for the distribution to which this Section 10.7
                    is being applied.

              N   = the number of additional shares of Common Stock offered
                    pursuant to the distribution.

              P   = the offering price per share of the additional shares.

              M   = the Average Sale Price, minus, in the case of (i) a
                    distribution to which Section 10.6(4) applies or (ii) a
                    distribution to which Section 10.8 or 10.9 applies, for
                    which, in each case, (x) the record date shall occur on or
                    before the record date for the distribution to which this
                    Section 10.7 applies and (y) the Ex-Dividend Time shall
                    occur on or after the date of the Time of Determination for
                    the distribution to which this Section 10.7 applies, the
                    fair market value (on the record date for the distribution
                    to which this Section 10.7 applies) of the:


                                       56

                            (1) Capital Stock of the Company distributed in
                    respect of each share of Common Stock in such Section
                    10.6(4) distribution; and

                            (2) the Company's debt, securities or assets or
                    certain rights, warrants or options to purchase securities
                    of the Company distributed in respect of each share of
                    Common Stock in such Section 10.8 or 10.9 distribution.

       The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the rights, warrants
or options to which this Section 10.7 applies. If all of the shares of Common
Stock subject to such rights, warrants or options have not been issued when such
rights, warrants or options expire, then the Conversion Rate shall promptly be
readjusted to the Conversion Rate which would then be in effect had the
adjustment upon the issuance of such rights, warrants or options been made on
the basis of the actual number of shares of Common Stock issued upon the
exercise of such rights, warrants or options.

       No adjustment shall be made under this Section 10.7 if the application of
the formula stated above in this Section 10.7 would result in a value of R' that
is equal to or less than the value of R.

       Section 10.8. Adjustment for Certain Distributions. If the Company
distributes to all holders of its shares of Common Stock any of its debt,
securities or assets or any rights, warrants or options to purchase securities
of the Company (including securities or cash, but excluding (x) distributions of
Capital Stock referred to in Section 10.6, distributions of rights, warrants or
options referred to in Section 10.7 and cash distributions referred to in
Section 10.9 and (y) payments made to redeem rights issued under any present or
future rights agreement of the Company) (except that no adjustment will be made
if the Holders of Securities may participate in the distribution without
conversion on a basis and with notice that the Board of Directors determines to
be fair and appropriate in light of the basis and notice on which holders of the
Common Stock participate in the distribution), the Conversion Rate shall be
adjusted, subject to the provisions of the last paragraph of this Section 10.8,
in accordance with the formula:

                                   R x M
                             R' = -------
                                  (M - F)

              where:

              R'  = the adjusted Conversion Rate.

              R   = the current Conversion Rate.

              M   = the Average Sale Price, minus, in the case of (i) a
                    distribution to which Section 10.6(4) applies or (ii) a
                    distribution to which Section 10.7 or 10.9 applies, for
                    which, in each case, (x) the record date shall occur on or
                    before the record date for the distribution to which this
                    Section 10.8 applies and (y) the Ex-Dividend Time shall
                    occur on or after the date of


                                       57

                    the Time of Determination for the distribution to which
                    this Section 10.8 applies, the fair market value (on the
                    record date for the distribution to which this Section 10.8
                    applies) of the:

                            (1) Capital Stock of the Company distributed in
                    respect of each share of Common Stock in such Section
                    10.6(4) distribution; and

                            (2) the Company's debt, securities or assets or
                    certain rights, warrants or options to purchase securities
                    of the Company distributed in respect of each share of
                    Common Stock in such Section 10.7 or 10.9 distribution.

              F   = the fair market value (on the record date for the
                    distribution to which this Section 10.8 applies) of the
                    assets, securities, rights, warrants or options to be
                    distributed in respect of each share of Common Stock in the
                    distribution to which this Section 10.8 is being applied
                    (including, in the case of cash dividends or other cash
                    distributions giving rise to an adjustment, all such cash
                    distributed concurrently).

       In the event the Company distributes shares of Capital Stock of a
Subsidiary, the Conversion Rate will be adjusted, if at all, based on the market
value of the Subsidiary stock so distributed relative to the market value of the
Common Stock, as discussed below. The Board of Directors of the Company shall
determine fair market values for the purposes of this Section 10.8, except that
in respect of a dividend or other distribution of shares of Capital Stock of any
class or series, or similar equity interests, of or relating to a Subsidiary or
other business unit of the Company (a "Spin-off"), the fair market value of the
securities to be distributed shall equal the average of the daily Sales Prices
of those securities for the five consecutive trading days commencing on and
including the sixth day of trading of those securities after the effectiveness
of the Spin-off and the average of the Sales Prices shall mean the average Sales
Prices for the Common Stock for the same five trading days. In the event,
however, that an underwritten initial public offering of the securities in the
Spin-off occurs simultaneously with the Spin-off, fair market value of the
securities distributed in the Spin-off shall mean the initial public offering
price of such securities and the Average Sale Price, for purposes of this
sentence, shall mean the Sales Price for the Common Stock on the same trading
day.

       The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the distribution to
which this Section 10.8 applies, except that an adjustment related to a Spin-off
shall become effective at the earlier to occur of (i) 10 trading days after the
effective date of the Spin-off and (ii) the initial public offering of the
securities distributed in the Spin-off.

       In the event that, with respect to any distribution to which this Section
10.8 would otherwise apply, the difference "M-F" as defined in the above formula
is less than $1.00 or "F" is equal to or greater than "M", then the adjustment
provided by this Section 10.8 shall not be made and in lieu thereof the
provisions of Section 10.16 shall apply to such distribution.


                                       58

       Section 10.9. Adjustment for All Cash Distribution. If the Company shall
pay or make a dividend or other distribution consisting exclusively of cash to
all holders of its Common Stock (excluding any cash that is distributed (x) upon
a merger or consolidation to which Section 10.16 applies or (y) as part of a
distribution referred to in Section 10.8), in an aggregate amount that, (A)
during the fiscal quarter in which the Securities were issued or either of the
two fiscal quarters next succeeding such quarter, exceeds the amount so
distributed during the fiscal quarter immediately preceding such fiscal quarter
or (B) at any other time, combined together with (1) the aggregate amount of any
other such distributions to all holders of Common Stock made exclusively in cash
within the 12 months preceding the date of payment of such distribution, and in
respect of which no Conversion Rate adjustment has been made, and (2) the
aggregate amount of any cash plus the fair market value of consideration payable
in respect of any tender or exchange offer by the Company or any Subsidiary of
the Company for all or any portion of the Common Stock concluded within the 12
months preceding the date of payment of such distribution, and in respect of
which no Conversion Rate adjustment has been made, exceeds 15% of the product of
the Sale Price on the record date with respect to such distribution times the
number of shares of Common Stock outstanding on such date, the Conversion Rate
shall be adjusted, subject to the last paragraph of this Section 10.9, in
accordance with the following formula:

                                      R x M
                                R' = -------
                                     (M - C)


              where:

              R'  = the adjusted Conversion Rate.

              R   = the current Conversion Rate.

              M   = the Average Sale Price, minus, in the case of (i) a
                    distribution to which Section 10.6(4) applies or (ii) a
                    distribution to which Section 10.7 or 10.8 applies, for
                    which, in each case, (x) the record date shall occur on or
                    before the record date for the distribution to which this
                    Section 10.9 applies and (y) the Ex-Dividend Time shall
                    occur on or after the date of the Time of Determination for
                    the distribution to which this Section 10.9 applies, the
                    fair market value (on the record date for the distribution
                    to which this Section 10.9 applies) of the:

                            (1) Capital Stock of the Company distributed in
                    respect of each share of Common Stock in such Section
                    10.6(4) distribution; and

                            (2) the Company's debt, securities or assets or
                    certain rights, warrants or options to purchase securities
                    of the Company distributed in respect of each share of
                    Common Stock in such Section 10.7 or 10.8 distribution.


                                       59

              C   = the amount of (1) such cash dividend or other distribution
                    plus (2) the aggregate amount of any other such
                    distributions to all holders of Common Stock made
                    exclusively in cash within the 12 months preceding the date
                    of payment of such distribution, and in respect of which no
                    Conversion Rate adjustment has been made, plus (3) the
                    aggregate amount of any cash plus the fair market value of
                    consideration payable in respect of any tender or exchange
                    offer by the Company or any Subsidiary of the Company for
                    all or any portion of the Common Stock concluded within the
                    12 months preceding the date of payment of such
                    distribution, and in respect of which no Conversion Rate
                    adjustment has been made, applicable to one share of Common
                    Stock

            The adjustment shall become effective immediately prior to the
opening of business on the day following the date fixed for payment of such
distribution.

            In the event that, with respect to any distribution to which this
Section 10.9 would otherwise apply, the difference "M-C" as defined in the above
formula is less than $1.00 or "C" is equal to or greater than "M", then the
adjustment provided by this Section 10.9 shall not be made and in lieu thereof
the provisions of Section 10.16 shall apply to such distribution. Any adjustment
pursuant to this Section made as a result of a distribution described in Section
10.9(A) above shall be made only to the extent that the amount distributed
exceeds the amount so distributed during the fiscal quarter immediately
preceding the date of issuance of the Securities.

       Section 10.10. Adjustment for Self Tender Offers. If the Company or any
Subsidiary of the Company acquires shares of the Company's Common Stock by way
of a tender or exchange offer, other than an odd-lot offer by the Company or any
of its Subsidiaries, for the Common Stock (excluding stock options) to the
extent that the offer involves aggregate consideration that, together with (i)
any cash and the fair market value of any other consideration payable in respect
of any tender or exchange offer by the Company or any of its Subsidiaries for
shares of Common Stock consummated within the 12 months preceding the Expiration
Time, and in respect of which no Conversion Rate adjustment has been made, and
(ii) the aggregate amount of any all-cash dividends or distributions to all
holders of Common Stock made within the 12 months preceding the Expiration Time,
and in respect of which no a Conversion Rate adjustment has been made, exceeds
an amount equal to 15% of the Sale Price of the Common Stock on the Business Day
immediately preceding the Expiration Time times the number of shares of Common
Stock outstanding on such day, the Conversion Rate shall be adjusted in
accordance with the formula:

                                         F + (N x M)
                                R' = R x -----------
                                           (O x M)

              where:

              R'  = the adjusted Conversion Rate.


                                       60

              R   = the current Conversion Rate.

              O   = the number of shares of Common Stock outstanding (including
                    any tendered or exchanged shares) at the last time tenders
                    of exchanges may be made pursuant to such tender or exchange
                    offer (the "Expiration Time").

              M   = the Sale Price per share of Common Stock on the trading day
                    on the NYSE next succeeding the Expiration Time.

              F   = the sum of (1) the fair market value of the aggregate
                    consideration payable to stockholders based on the
                    acceptance (up to any maximum specified in the terms of the
                    tender or exchange offer) of all shares of Common Stock
                    validly tendered or exchanged and not withdrawn as of the
                    Expiration Time (the shares deemed so accepted, up to any
                    such maximum, being referred to as the "Purchased Shares")
                    plus (2) any cash and the fair market value of any other
                    consideration payable in respect of any tender or exchange
                    offer by the Company or any of its Subsidiaries for shares
                    of Common Stock consummated within the 12 months preceding
                    the Expiration Time, and in respect of which no Conversion
                    Rate adjustment has been made, plus (3) the aggregate amount
                    of any all-cash dividends or distributions to all holders of
                    Common Stock made within the 12 months preceding the
                    Expiration Time, and in respect of which no Conversion Rate
                    adjustment has been made.

              N   = the number of shares of Common Stock (less any Purchased
                    Shares) at the Expiration Time.

              The adjustment shall become effective immediately prior to the
opening of business on the day following the Expiration Time.

       Section 10.11. When Adjustment May Be Deferred. No adjustment in the
Conversion Rate need be made unless the adjustment would require an increase or
decrease of at least 1% in the Conversion Rate. Any adjustments that are not
made shall be carried forward and taken into account in any subsequent
adjustment.

       All calculations under this Article X shall be made to the nearest cent
or to the nearest 1/1,000th of a share, as the case may be.

       Section 10.12. When No Adjustment Required. Notwithstanding any provision
to the contrary herein, no adjustment to the Conversion Rate need be made as a
result of:

       (1) (i) the issuance of the rights; (ii) the distribution of separate
certificates representing the rights; (iii) the exercise or redemption of the
rights in accordance with any rights agreement; or (iv) the termination or
invalidation of the rights, in each case, pursuant to the Company's


                                       61

existing stockholders rights plan, as amended, modified, or supplemented from
time to time or any newly adopted stockholders rights plans;

       (2) upon the issuance of any shares of Common Stock pursuant to any
present or future plan providing for the reinvestment of dividends or interest
payable on securities of the Company and the investment of additional optional
amounts in shares of Common Stock under any plan;

       (3) upon the issuance of any shares of Common Stock or options or rights
to purchase those shares pursuant to any present or future employee, director or
consultant benefit plan or program of or assumed by the Company or any of its
Subsidiaries; or

       (4) upon the issuance of any shares of Common Stock pursuant to any
option, warrant, right, or exercisable, exchangeable or convertible security
outstanding as of the date the Securities were first issued.

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

       To the extent the Securities become convertible pursuant to this Article
X in whole or in part into cash, no adjustment need be made thereafter as to the
cash. Interest will not accrue on the cash.

       Section 10.13. Notice of Adjustment. Whenever the Conversion Rate is
adjusted, the Company shall promptly mail to Holders a notice of the adjustment.
The Company shall file with the Trustee and the Conversion Agent such notice
briefly stating the facts requiring the adjustment and the manner of computing
it. The certificate shall be conclusive evidence that the adjustment is correct.
Neither the Trustee nor any Conversion Agent shall be under any duty or
responsibility with respect to any such certificate except to exhibit the same
to any Holder desiring inspection thereof.

       Section 10.14. Voluntary Increase. The Company from time to time may
increase the Conversion Rate by any amount at any time for at least 20 days, so
long as the increase is irrevocable during such period. Whenever the Conversion
Rate is increased, the Company shall mail to Securityholders and file with the
Trustee and the Conversion Agent a notice of the increase. The Company shall
mail the notice at least 15 days before the date the increased Conversion Rate
takes effect. The notice shall state the increased Conversion Rate and the
period it will be in effect. A voluntary increase of the Conversion Rate does
not change or adjust the Conversion Rate otherwise in effect for purposes of
Section 10.6, 10.7, 10.8, 10.9 or 10.10.

       Section 10.15. Notice of Certain Transactions. If:

       (a) the Company takes any action that would require an adjustment in the
Conversion Rate pursuant to Section 10.6, 10.7, 10.8, 10.9 or 10.10 (unless no
adjustment is to occur pursuant to Section 10.12); or

       (b) the Company takes any action that would require a supplemental
indenture pursuant to Section 10.16; or


                                       62

       (c) there is a liquidation or dissolution of the Company;

then the Company shall mail to Holders and file with the Trustee and the
Conversion Agent a notice stating the proposed record date for a dividend,
distribution or subdivision or the proposed effective date of a combination,
reclassification, consolidation, merger, binding share exchange, transfer,
liquidation or dissolution. The Company shall file and mail the notice at least
15 days before such date. Failure to file or mail the notice or any defect in it
shall not affect the validity of the transaction.

       Section 10.16. Reorganization of Company; Special Distributions. If the
Company is a party to a transaction subject to Article V (other than a sale of
all or substantially all of the properties and assets of the Company in a
transaction in which the holders of shares of Common Stock immediately prior to
such transaction do not receive securities, cash or other assets of the Company
or any other person) or a merger which reclassifies or changes its outstanding
shares of Common Stock, the person obligated to deliver securities, cash or
other assets upon conversion of Securities shall enter into a supplemental
indenture. If the issuer of securities deliverable upon conversion of Securities
is an Affiliate of the successor Company, that issuer shall join in the
supplemental indenture.

       The supplemental indenture shall provide that the Holder of a Security
may convert it into the kind and amount of securities, cash or other assets
which such Holder would have received immediately after the consolidation,
merger, or transfer if such Holder had converted the Security immediately before
the effective date of the transaction, assuming (to the extent applicable) that
such Holder (i) was not a constituent person or an Affiliate of a constituent
person to such transaction; (ii) made no election with respect thereto; and
(iii) was treated alike with the plurality of non-electing Holders. The
supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practical to the adjustments provided for in this Article
X. The successor Company shall mail to Securityholders a notice briefly
describing the supplemental indenture.

       If this Section 10.16 applies, neither Section 10.6 nor 10.7 applies.

       If the Company makes a distribution to all holders of its shares of
Common Stock of any of its debt, securities or assets or any rights, warrants or
options to purchase securities of the Company or any cash that, but for the
provisions of the last paragraph of Section 10.8 or 10.9, would otherwise result
in an adjustment in the Conversion Rate pursuant to the provisions of Section
10.8 or 10.9, then, from and after the record date for determining the holders
of shares of Common Stock entitled to receive the distribution, a Holder of a
Security that converts such Security in accordance with the provisions of this
Indenture shall upon such conversion be entitled to receive, in addition to the
shares of shares of Common Stock into which the Security is convertible, the
kind and amount of securities, cash or other assets comprising the distribution
that such Holder would have received if such Holder had converted the Security
immediately prior to the record date for determining the holders of shares of
Common Stock entitled to receive the distribution.


                                       63

       Section 10.17. Company Determination Final. Any determination that the
Company or the Board of Directors must make pursuant to Section 10.3, 10.6,
10.7, 10.8, 10.9, 10.10, 10.11, 10.12, 10.16 or 10.19 is conclusive, absent
manifest error.

       Section 10.18. Trustee's Adjustment Disclaimer. The Trustee has no duty
to determine when an adjustment under this Article X should be made, how it
should be made or what it should be. The Trustee has no duty to determine
whether a supplemental indenture under Section 10.16 need be entered into or
whether any provisions of any supplemental indenture are correct. The Trustee
shall not be accountable for and makes no representation as to the validity or
value of any securities or assets issued upon conversion of Securities. The
Trustee shall not be responsible for the Company's failure to comply with this
Article X. Each Conversion Agent shall have the same protection under this
Section 10.18 as the Trustee.

       Section 10.19. Simultaneous Adjustments. In the event that this Article X
requires adjustments to the Conversion Rate under more than one of Sections
10.6(4), 10.7, 10.8 or 10.9, and the record dates for the distributions giving
rise to such adjustments shall occur on the same date, then such adjustments
shall be made by applying, first, the provisions of Section 10.6, second, the
provisions of Section 10.8, third, the provisions of Section 10.7 and, fourth,
the provisions of Section 10.9.

       Section 10.20. Successive Adjustments. After an adjustment to the
Conversion Rate under this Article X, any subsequent event requiring an
adjustment under this Article X shall cause an adjustment to the Conversion Rate
as so adjusted.

       Section 10.21. Restriction on Common Stock Issuable upon Conversion.

       (a) Shares of Common Stock to be issued upon conversion of the Securities
prior to the effectiveness of a Shelf Registration Statement shall be physically
delivered in certificated form or in the form of beneficial interests in
book-entry Common Stock registered in the name of the Depositary or a nominee
thereof to the holders converting such Securities, and the certificate or
certificates representing such shares of Common Stock shall bear the Restricted
Common Stock Legend unless removed in accordance with Section 10.21(c).

       (b) If (i) shares of Common Stock to be issued upon conversion of a
Security prior to the effectiveness of a Shelf Registration Statement are to be
registered in a name other than that of the holder of such Security or (ii)
shares of Common Stock represented by a certificate bearing the Restricted
Common Stock Legend are transferred subsequently by such holder, then, unless
the Shelf Registration Statement has become effective and such shares are being
transferred pursuant to the Shelf Registration Statement, the holder must
deliver to the transfer agent for the Common Stock a certificate in
substantially the form of Exhibit D as to compliance with the restrictions on
transfer applicable to such shares of Common Stock, and neither the transfer
agent nor the registrar for the Common Stock shall be required to register any
transfer of such Common Stock not so accompanied by a properly completed
certificate.

       (c) Except for transfers in connection with a Shelf Registration
Statement, if certificates representing shares of Common Stock are issued upon
the registration of transfer, exchange or replacement of any other certificate
representing shares of Common Stock bearing the Restricted


                                       64

Common Stock Legend, or if a request is made to remove such Restricted Common
Stock Legend from certificates representing shares of Common Stock, the
certificates so issued shall bear the Restricted Common Stock Legend, or the
Restricted Common Stock Legend shall not be removed, as the case may be, unless
there is delivered to the Company such satisfactory evidence, which, in the case
of a transfer made pursuant to Rule 144 under the Securities Act, may include an
opinion of counsel as may be reasonably required by the Company, that neither
the legend nor the restrictions on transfer set forth therein are required to
ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144
or Regulation S under the Securities Act or that such shares of Common Stock are
securities that are not "restricted" within the meaning of Rule 144 under the
Securities Act. Upon provision to the Company of such reasonably satisfactory
evidence, the Company shall cause the transfer agent for the Common Stock to
countersign and deliver certificates representing shares of Common Stock that do
not bear the legend.

                                   ARTICLE XI

                                  MISCELLANEOUS

       Section 11.1. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

       Section 11.2. Notices. Any request, demand, authorization, notice,
waiver, consent or communication shall be in writing and delivered in person or
mailed by first-class mail, postage prepaid, addressed as follows or transmitted
by facsimile transmission (confirmed by guaranteed overnight courier) to the
following facsimile numbers:

       if to the Company:

       Harris Corporation
       1025 West NASA Boulevard
       Melbourne, FL 32919
       Attn: Treasurer
       Facsimile No:  (321) 727-9222

       with a copy to:

       Harris Corporation
       1025 West NASA Boulevard
       Melbourne, FL 32919
       Attn: Scott T. Mikuen, Esq.
       Facsimile No:  (321) 727-9234

       if to the Trustee:


                                       65

       The Bank of New York
       101 Barclay Street, Floor 8W
       New York, NY 10286
       Attention: Corporate Trust Administration
       Facsimile No. (212) 815-5704

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

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

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

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

       Section 11.3. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar, the Paying Agent, the
Conversion Agent and anyone else shall have the protection of TIA Section
312(c).

       Section 11.4. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

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

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

       Section 11.5. Statements Required in Certificate or Opinion. Each
Officers' Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include:

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

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


                                       66

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

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

       Section 11.6. 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 11.7. Rules by Trustee, Paying Agent, Conversion Agent and
Registrar. The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar, the Conversion Agent and the Paying Agent may
make reasonable rules for their functions.

       Section 11.8. Legal Holidays. A "Legal Holiday" is any day other than a
Business Day. If any specified date (including a date for giving notice) is a
Legal Holiday, the action shall be taken on the next succeeding day that is not
a Legal Holiday, and, if the action to be taken on such date is a payment in
respect of the Securities, no interest, if any, shall accrue for the intervening
period.

       Section 11.9. GOVERNING LAW. THE INDENTURE AND THE SECURITIES WILL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD AS TO CONFLICT OF LAWS PRINCIPLES.

       Section 11.10. No Recourse Against Others. A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder shall waive and release
all such liability. The waiver and release shall be part of the consideration
for the issue of the Securities.

       Section 11.11. Successors. All agreements of the Company in this
Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

       Section 11.12. Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.


                                       67

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

                                        HARRIS CORPORATION


                                        By:  /s/ D. S. Wasserman
                                           ------------------------------------
                                           Name: David S. Wasserman
                                           Title: Vice President - Treasurer


                                        THE BANK OF NEW YORK, as Trustee


                                        By:   /s/ Mary LaGumina
                                           ------------------------------------
                                           Name:  Mary LaGumina
                                           Title: Vice President


                                       68


                                                                     EXHIBIT A-1

                        [FORM OF FACE OF GLOBAL SECURITY]

      THIS SECURITY WILL BE SUBJECT TO THE REGULATIONS GOVERNING CONTINGENT
PAYMENT DEBT INSTRUMENTS FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. AS
REQUIRED UNDER APPLICABLE TREASURY REGULATIONS, THE COMPANY HAS SET FORTH THE
"COMPARABLE YIELD" IN SECTION 4.7 OF THE INDENTURE PURSUANT TO WHICH THIS
SECURITY IS BEING ISSUED. THE HOLDER OF THIS SECURITY MAY OBTAIN THE PROJECTED
PAYMENT SCHEDULE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO HARRIS
CORPORATION, 1025 WEST NASA BOULEVARD, MELBOURNE, FL 32919, ATTENTION:
TREASURER.

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

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

      THIS SECURITY AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES
FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY AND ANY COMMON STOCK ISSUABLE
UPON CONVERSION OF THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUE HEREOF (OR ANY
PREDECESSOR SECURITY HEREOF) OR (Y) BY ANY HOLDER THAT WAS AN "AFFILIATE"
(WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY AT ANY
TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE
OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON
WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR


                                     A-1-1

FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT
THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3)
IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT)
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF
APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER
HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF
THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR (2) NOT A U.S.
PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT
SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER) REGULATION S
UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR
INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY OR
ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS PERMITTED
BY THE SECURITIES ACT.

      The foregoing legend may be removed from this Security on satisfaction of
the conditions specified in the Indenture.


                                     A-1-2

                               HARRIS CORPORATION

                      3.5% CONVERTIBLE DEBENTURES DUE 2022

No.                                                 Rule 144A CUSIP: 413 875 ag0
Issue Date:                                      Regulation S CUSIP: U24 663 AA1
Issue Price: 100% of principal amount

      HARRIS CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware, promises to pay to Cede & Co. or registered
assigns, the principal amount set forth on Schedule I hereto (which amount may
from time to time be increased or decreased by adjustments made on Schedule I
hereto by or on behalf of the Depositary in accordance with the Applicable
Procedures) on August 15, 2022.

      This Security shall bear interest at the initial rate of 3.5% per annum,
subject to the adjustments set forth on the other side of this Security. This
Security is convertible as specified on the other side of this Security.

      Additional provisions of this Security are set forth on the other side of
this Security.



Dated:                                   HARRIS CORPORATION


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


TRUSTEE'S CERTIFICATE OF AUTHENTICATION


THE BANK OF NEW YORK,
   as Trustee, certifies that this is one
   of the Securities referred to in the
   within-mentioned Indenture.


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


Dated:


                                     A-1-3

                      [FORM OF REVERSE OF GLOBAL SECURITY]

                      3.5% CONVERTIBLE DEBENTURES DUE 2022

1.    Interest.

      This Security shall bear interest at an initial rate of 3.5% per year on
the principal amount hereof, from August 26, 2002 or from the most recent
Interest Payment Date (as defined below) to which payment has been paid or duly
provided for, payable semiannually in arrears on August 15 and February 15 of
each year (each, an "Interest Payment Date") to the persons in whose names the
Securities are registered at the close of business on February 1 and August 1
(each, a "Regular Record Date") (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Notwithstanding the foregoing, on
the close of business on August 15, 2007, August 15, 2012 and August 15, 2017
(each, a "Reset Date"), the interest rate on this Security shall be
automatically reset, and this Security shall accrue interest, from such Reset
Date, to but excluding the next succeeding Reset Date, or, in the case of August
15, 2017, until the principal amount is paid or duly made available for payment,
at a rate per annum equal to the interest rate payable 120 days prior to such
Reset Date on 5-year U.S. Treasury Notes, provided that, in no event shall the
interest rate on this Security be reset below 3.5% per annum or above 5.5% per
annum. Any change in the interest rate pursuant to the preceding sentence shall
not have any effect on any other provision of the Indenture or this Security.
Interest on the Securities will be computed on the basis of a 360-day year
comprised of twelve 30-day months.

      Interest on Securities converted after a Regular Record Date, but prior to
the corresponding Interest Payment Date, will be paid to the Holder of the
Securities on the Regular Record Date but, upon conversion, the Holder must pay
the Company the interest which has accrued and will be paid on such Interest
Payment Date.

      If the principal amount of a Security, plus accrued and unpaid interest,
or any portion thereof, is not paid when due (whether upon acceleration pursuant
to Section 6.2 of the Indenture, upon the date set for payment of the Redemption
Price pursuant to Paragraph 5 hereof, upon the date set for payment of the
Purchase Price or the Change of Control Purchase Price pursuant to Paragraph 7
hereof, or upon the Stated Maturity of this Security), then, in each such case,
the overdue amount shall, to the extent permitted by law, bear interest at the
rate applicable to the Securities, compounded semi-annually, which interest
shall accrue from the date such overdue amount was originally due to the date of
payment of such amount, including interest thereon, has been made or duly
provided for. All such interest shall be payable on demand and shall be based on
a 360-day year comprised of twelve 30-day months.

      (a) General. Except as provided below, interest and Liquidated Damages
Amounts, if any, will be paid (i) on the Global Securities to the Depositary in
immediately available funds, (ii) on the definitive Securities having an
aggregate principal amount of $2,000,000 or less, by check mailed to the Holders
of such Securities, and (iii) on the definitive Securities having an aggregate
principal amount of more than $2,000,000, by wire transfer in immediately
available funds at the election of the Holders of these Securities.

2.    Method of Payment.


                                     A-1-4

      Subject to the terms and conditions of the Indenture, the Company will
make payments in cash in respect of Redemption Prices, Purchase Prices, Change
of Control Purchase Prices and at Stated Maturity to Holders who surrender
Securities to the Paying Agent to collect such payments in respect of the
Securities. The Company will pay cash amounts in money of the United States that
at the time of payment is legal tender for payment of public and private debts.
However, the Company may make such cash payments by wire transfer of immediately
available funds or check payable in such money.

3.    Paying Agent, Conversion Agent and Registrar.

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

4.    Indenture.

      The Company issued the Securities under an Indenture dated as of August
26, 2002 (the "Indenture"), between the Company and the Trustee. The terms of
the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as in effect from
time to time (the "TIA"). Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture. The Securities are subject
to all such terms, and Securityholders are referred to the Indenture and the TIA
for a statement of those terms. To the extent any provisions of this Security
and the Indenture conflict, the provisions of the Indenture shall control.

      The Securities are unsubordinated unsecured obligations of the Company
limited to $150,000,000 aggregate principal amount.

5.    Redemption at the Option of the Company.

      No sinking fund is provided for the Securities. The Securities are
redeemable at the option of the Company in whole or in part, on or after August
18, 2007 upon not less than 30 nor more than 60 days' notice by mail for a cash
price equal to 100.0% of the principal amount thereof plus accrued and unpaid
interest, if any, to the Redemption Date (the "Redemption Price").

6.    Notice of Redemption.

      Notice of redemption pursuant to Paragraph 5 of this Security will be
mailed at least 30 days but not more than 60 days before the Redemption Date to
each Holder of Securities to be redeemed at the Holder's registered address. If
money sufficient to pay the Redemption Price of all Securities or portions
thereof to be redeemed on the Redemption Date is deposited with the Paying Agent
prior to or on the Redemption Date, interest ceases to accrue on such Securities
or portions thereof immediately after such Redemption Date. Securities in
denominations larger


                                     A-1-5

than $1,000 of principal amount may be redeemed in part but only in integral
multiples of $1,000 of principal amount, if less than all of the Securities are
being redeemed.

7.    Purchase by the Company at the Option of the Holder.

      (a) Subject to the terms and conditions of the Indenture, the Company
shall become obligated to purchase, at the option of the Holder, all or any
portion of the Securities held by such Holder on any Purchase Date in integral
multiples of $1,000, if less than all of the Securities are being purchased, at
a Purchase Price equal to 100.0% of the principal amount thereof plus accrued
and unpaid interest, if any, to the Purchase Date. To exercise such right, a
Holder shall deliver to the Company a Purchase Notice containing the information
set forth in the Indenture at any time from the opening of business on the date
that is 20 Business Days prior to such Purchase Date until the close of business
two Business Days prior to such Purchase Date, and shall deliver the Securities
to the Paying Agent as set forth in the Indenture.

      The Purchase Price shall be paid in cash.

      (b) At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to offer to purchase the
Securities held by such Holder within 30 days (which purchase shall occur 45
days after the date of such offer) after the occurrence of a Change of Control
for a Change of Control Purchase Price equal to 100.0% of the principal amount
thereof plus accrued and unpaid interest, if any, to the Change of Control
Purchase Date.

      The Change of Control Purchase Price shall be paid in cash.

      (c) Holders have the right to withdraw any Purchase Notice or Change of
Control Purchase Notice, as the case may be, by delivering to the Paying Agent a
written notice of withdrawal in accordance with the provisions of the Indenture.

      If cash sufficient to pay the Purchase Price or Change of Control Purchase
Price, as the case may be, of all Securities or portions thereof to be purchased
on the Purchase Date or the Change of Control Purchase Date, as the case may be,
is deposited with the Paying Agent on the Purchase Date or the Change of Control
Purchase Date, interest ceases to accrue on such Securities or portions thereof
immediately after such Purchase Date or Change of Control Purchase Date, and the
Holder thereof shall have no other rights as such other than the right to
receive the Purchase Price or Change of Control Purchase Price upon surrender of
such Security.

8.    Conversion.

      (a) The Securities may be converted into shares of common stock on the
terms and subject to the conditions of the Indenture and this Security.

      (b) Holders may surrender Securities or portions thereof for conversion
into shares of Common Stock during any calendar quarter if the Sale Price of the
Common Stock for at least 20 trading days in the period of 30 consecutive
trading days ending on the last trading day of the previous calendar quarter
exceeds 110% of the applicable Conversion Price per share of Common Stock on
such last trading day.


                                     A-1-6

      (c) A Holder also may surrender for conversion a Security or portion of a
Security which has been called for redemption pursuant to Paragraph 5 hereof,
even if the Security would not otherwise be eligible for conversion, until the
close of business on the Business Day immediately preceding the Redemption Date,
unless the Company defaults in making the payment due on the Redemption Date, in
which case the conversion right shall terminate at the close of business on the
date such default is cured and such payment is made.

      (d) If the Company (1) distributes any rights or warrants to all or
substantially all holders of shares of its Common Stock entitling them to
purchase shares of Common Stock at less than the average of the Sales Prices of
a share of the Common Stock for the 10 consecutive trading days ending on the
trading day immediately preceding the date of declaration for such distribution
or (2) distributes to all holders of shares of its Common Stock any of its debt,
securities or assets or any rights, warrants or options to purchase securities
of the Company, which distribution has a per share value exceeding 15% of the
average of the Sales Prices for the 10 consecutive trading days ending on the
trading day immediately preceding the declaration date for such distribution,
unless the Holder may participate in this distribution without conversion, the
Securities may be surrendered for conversion beginning on the date the Company
gives notice to the Holders of such right, which shall be not less than 20 days
prior to the Ex-Dividend Time for such dividend or distribution, and the
Securities may be surrendered for conversion at any time thereafter until the
close of business on the Business Day immediately preceding the Ex-Dividend Time
or until the Company announces that such distribution will not take place.

      (e) In the event the Company is a party to a consolidation, merger or sale
or transfer of all or substantially all its properties and assets pursuant to
which the shares of Common Stock would be converted into cash, securities or
other property, the Securities may be surrendered for conversion at any time
from and after the date which is 15 days prior to the date the Company announces
as the anticipated effective time for such transaction until 15 days after the
date of the actual effective time of such transaction.

      (f) Finally, a holder may surrender any securities for conversion during
any period that the long-term credit rating assigned to the Securities by either
of Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings
Group ("S&P") is at or below Ba1 or BB+, respectively, or if the Securities are
no longer rated by either of these ratings services, or if the ratings for the
Securities have been suspended by either of these ratings services. Following
the occurrence of any event that gives rise to or suspends a right of conversion
pursuant to this paragraph, the Company shall give notice to the Holders of such
event not later than 15 days after the date on which the Company is notified of
any such event by the relevant ratings service.

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

      The initial Conversion Rate is 22.0994 shares of Common Stock per $1,000
principal amount of Securities, subject to adjustment in certain events
described in the Indenture. A Holder that surrenders Securities for conversion
will receive cash or a check, or, at the


                                     A-1-7

Company's option, a whole share of Common Stock, in lieu of any fractional
shares of Common Stock.

      To surrender a Security for conversion, a Holder must (1) complete and
manually sign the irrevocable conversion notice below (or complete and manually
sign a facsimile of such notice) and deliver such notice to the Conversion
Agent, (2) surrender the Security to the Conversion Agent, (3) furnish
appropriate endorsements and transfer documents and (4) pay any transfer or
similar tax, if required.

      A Holder may convert a portion of a Security if the principal amount of
such portion is $1,000 or an integral multiple of $1,000. No payment or
adjustment will be made for dividends on the shares of Common Stock except as
provided in the Indenture. Except as provided in Paragraph 1 hereof, on
conversion of a Security, the Holder will not receive any cash payment
representing accrued interest with respect to the converted Securities. Instead,
upon conversion the Company will deliver to the Holder a fixed number of shares
of Common Stock and any cash payment to account for fractional shares. Accrued
interest will be deemed paid in full rather than canceled, extinguished or
forfeited. The Company will not adjust the Conversion Rate to account for
accrued interest.

      The Conversion Rate will be adjusted as provided in Article X of the
Indenture. The Company may increase the Conversion Rate for any period of at
least 20 days, upon at least 15 days' notice so long as the increase is
irrevocable during such period.

      If the Company is a party to a consolidation, merger or sale or transfer
of all or substantially all its properties and assets, or upon certain
distributions described in the Indenture, then at the effective time of the
transaction the right to convert a Security into shares of Common Stock may be
changed into a right to convert it into securities, cash or other assets of the
Company or another person.

9.    Conversion Arrangement on Call for Redemption.

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

10.   Denominations; Transfer; Exchange.

      The Securities are in fully registered form, without coupons, in minimum
denominations of $1,000 of principal amount and integral multiples of $1,000. A
Holder may transfer or exchange the Securities in accordance with the Indenture.
The Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not transfer or exchange
any Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities in respect of which a


                                     A-1-8

Purchase Notice or Change of Control Purchase Notice has been given and not
withdrawn (except, in the case of a Security to be purchased in part, the
portion of the Security not to be purchased) or any Securities for a period of
15 days before the mailing of a notice of redemption of Securities to be
redeemed.

11.   Persons Deemed Owners.

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

12.   Unclaimed Money or Securities.

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

13.   Amendment; Waiver.

      Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate principal amount of the Securities
at the time outstanding and (ii) certain Defaults may be waived with the written
consent of the Holders of a majority in aggregate principal amount of the
Securities at the time outstanding. Subject to certain exceptions set forth in
the Indenture, without the consent of any Holder, the Company and the Trustee
may amend the Indenture or the Securities among other things, (i) to cure any
ambiguity, omission, defect or inconsistency, provided that such modification or
amendment does not adversely affect the interests of the Holders of the
Securities in any material respect; (ii) to modify the restrictions on, and
procedures for, resale and other transfers of Securities pursuant to any change
in applicable law or regulation (or the interpretation thereof) or in practice
relating to the resale or transfer of "restricted securities" under the
Securities Act generally; (iii) to comply with Article V or Section 10.16 of the
Indenture; (iv) to secure the Company's obligations or to add any guarantee
under the Securities and the Indenture; (v) to add events of default with
respect to the Securities; (vi) to add to the covenants of the Company for the
benefit of the Holders or to surrender any right or power conferred upon the
Company; (vii) to make any change necessary for the registration of the
Securities under the Securities Act or to comply with the TIA, or any amendment
thereto, or to comply with any requirement of the SEC in connection with the
qualification of the Indenture under the TIA, provided that such modification or
amendment does not materially and adversely affect the interests of the Holders
of the Securities; or (viii) to provide for uncertificated Securities in
addition to or in place of certificated Securities or to provide for bearer
Securities.

14.   Defaults and Remedies.

      Under the Indenture, Events of Default include (i) default in payment of
the principal amount of the Securities plus accrued and unpaid interest when the
same becomes due and


                                     A-1-9

payable at Stated Maturity, upon redemption, upon declaration, when due for
purchase by the Company or otherwise, (ii) default in the payment of any
interest or Liquidated Damages Amounts, when due and payable, subject to lapse
of time, (iii) failure by the Company to comply in any material respect with
other agreements or covenants in the Indenture or the Securities, subject to
notice and lapse of time; (iv) failure by the Company to deliver shares of
Common Stock upon the election by the Holders to convert their Securities,
subject to lapse of time; (v) failure to provide timely notice of a Change of
Control; (vi) a default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
indebtedness for money borrowed by the Company, whether such indebtedness exists
on the date of the Indenture or is created thereafter, which default either (A)
is caused by a failure to pay when due any principal of such indebtedness the
principal amount of which, together with the principal amount of any other such
indebtedness under which there is a payment default, aggregates $25,000,000 or
more within the grace period provided for in such indebtedness, which failure
continues beyond any applicable grace period or (B) results in such indebtedness
becoming or being declared due and payable prior to the date on which it would
otherwise become due and payable, and such payment default is not cured or such
acceleration is not rescinded or annulled within 10 days after receipt by the
Company of a Notice of Default; and (vii) certain events of bankruptcy,
insolvency and reorganization of the Company.

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

15.   Trustee Dealings with the Company.

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

16.   Calculations in Respect of Securities.

      The Company will be responsible for making all calculations called for
under the Securities. These calculations include, but are not limited to,
determination of the Sales Prices for the Common Stock, the rate of interest
payable on the Securities and the Conversion Rate of the Securities. Any
calculations made in good faith and without manifest error will be final and
binding on Holders of the Securities. The Company will be required to deliver to
each of the Trustee and the Conversion Agent a schedule of its calculations and
each of the Trustee and the Conversion Agent will be entitled to rely upon the
accuracy of such calculations without independent verification. The Trustee will
forward the Company's calculations to any Holder of the Securities upon the
request of such Holder.

17.   Restrictive Covenants.


                                     A-1-10

      The Indenture imposes certain limitations on the ability of the Company to
consolidate or merge with or into any other person, or sell or transfer all or
substantially all of its property and assets to any other person, and on the
ability of the Company and its Restricted Subsidiaries to (i) create, incur,
assume or suffer to exist specified liens and (ii) enter into Sale and Leaseback
Transactions. Within 105 days after the end of each fiscal year, the Company
must report to the Trustee on compliance with such limitations.

18.    Successor Persons.

      When a successor person or other entity assumes all the obligations of its
predecessor under the Securities and the Indenture, the predecessor person will
be released from those obligations.

19.   No Recourse Against Others.

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

20.   Authentication.

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

21.   Abbreviations.

      Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

22.   GOVERNING LAW.

      THE INDENTURE AND THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD AS TO CONFLICT
OF LAW PRINCIPLES.

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

      Harris Corporation
      1025 West NASA Boulevard
      Melbourne, FL 32919
      Attn: Treasurer


                                     A-1-11

23.   Registration Rights.

      The Holders of the Securities are entitled to the benefits of a
Registration Rights Agreement, dated as of August 26, 2002, by and among the
Company and the Initial Purchasers, including the receipt of Liquidated Damages
Amounts in respect of Events (each as defined in such agreement).


                                     A-1-12


                            FORM OF CONVERSION NOTICE

               [NOTICE PURSUANT TO SECTION 10.2 OF THE INDENTURE]


[Name and Address of Conversion Agent]

                         Re:  Harris Corporation 3.5 % Convertible Debentures
                              due August 15 2022 (the "Securities")

         Reference is hereby made to the Indenture, dated as of August 26, 2022
(the "Indenture"), between Harris Corporation, as Issuer, and The Bank of New
York, as Trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

         This letter relates to the Securities specified below, which are
registered in the name of the undersigned (the "Holder"). The Holder hereby
irrevocably exercises its right to convert such Securities, or the portion
thereof, if any, specified below, into Common Stock and, except to the extent
specified or required as described below, directs that certificates representing
such Common Stock, together with any check in payment for a fractional share and
any Security representing any unconverted principal amount, be issued and
delivered through the facilities of the Depositary, for credit to the account(s)
of the Person(s) indicated below.

         The Holder acknowledges and agrees that no Common Stock will be
delivered on conversion until any amount payable by the Holder on account of
interest is paid, any certificates evidencing specified Securities not held in
book-entry form are duly endorsed or assigned to the Company or in blank and
surrendered and any taxes or other charges or documents required in connection
with a transfer on conversion, and any other required items, are delivered to
the Conversion Agent.

         The Holder acknowledges and agrees that, notwithstanding this request
for conversion, the Company may require that the Common Stock delivered on
conversion of the specified Securities be delivered in certificated form subject
to a restrictive legend, or that additional certifications be delivered on
behalf of the relevant beneficial owner(s), if it determines that doing so is
necessary to comply with the requirements of the Securities Act or otherwise, as
provided in the Indenture.

         Conversion of the specified Securities is subject to the requirements
established by the Company as well as to the procedures of the Depositary, all
as in effect from time to time. The specified Securities will be deemed to have
been converted as of the close of business on the Business Day on which this
conversion notice and all other required items have been delivered to the
Conversion Agent as provided above and, upon such conversion, shall cease to
accrue interest or be outstanding (subject to the Holder's right to receive the
Common Stock as provided in the Indenture). Prior to such conversion, the Holder
will have no rights in the Common Stock.

                                     A-1-13

         Please provide the information requested below, as applicable.

1.       PLEASE SPECIFY THE SECURITIES HELD AND THE PORTION THEREOF TO BE
         CONVERTED:

         Principal amount held:  U.S. $ _____________________________________
         CUSIP number(s):  __________________________________________________
         Depositary (DTC) account where held:  ______________________________

               Principal amount being converted (if less than all):
                      U.S. $_________________________________________________

2.       UNLESS AND TO THE EXTENT OTHERWISE SPECIFIED BELOW, all Securities
         (together with any unconverted Securities) will be delivered in
         book-entry form to the DTC account specified in Item 1 above.

3.       IF OTHER ARRANGEMENTS ARE DESIRED, please (a) specify the type, number
         and form of securities to be delivered on conversion and the name(s) of
         the account holder(s) or registered owner(s), by checking the
         appropriate boxes and providing the information requested and (b)
         complete Item (4) below:


                [ ]   Common Stock

                [ ]   Book-Entry

                      Number of shares of Common Stock:  ____________________

                      DTC Account:  _________________________________________

                [ ]   Certificates

                      Number of shares of Common Stock: _____________________

                      Registered Owner:  ____________________________________

                [ ]   Unconverted Securities

                      [ ]    Certificates

                             Principal Amount: U.S. $ _______________________

                             Registered Owner:  _____________________________


                      [ ]    Book-Entry

                             Principal Amount: U.S. $ _______________________

                             DTC Account: ___________________________________


4.       [TO BE COMPLETED ONLY IF UNCONVERTED SECURITIES OR SHARES OF COMMON
         STOCK ARE TO BE ISSUED OTHER THAN TO THE HOLDER PURSUANT TO ITEM (3)
         ABOVE.] The undersigned confirms that such unconverted Securities or
         shares of Common Stock are being transferred:

         CHECK ONE BOX BELOW

                  (a) [ ] to the Company; or

                  (b) [ ] pursuant to and in compliance with Rule 144A under the
                  Securities Act of 1933; or

                  (c) [ ] pursuant to and in compliance with Regulation S under
                  the Securities Act of 1933; or

                  (d) [ ] pursuant to an exemption from registration under the
                  Securities Act of 1933 provided by Rule 144 thereunder.

         Unless one of the boxes is checked, the transfer agent will refuse to
         register any of the Common Stock evidenced by this certificate in the
         name of any person other than the registered holder thereof; provided,
         however, that if box (c) or (d) is checked, the transfer agent may
         require, prior to registering any such transfer of the Common Stock
         such certifications and other information, and if box (d) is checked
         such legal opinions, as the Company has reasonably requested in
         writing, by delivery to the transfer agent of a

- ------------------
*        Aggregate principal amount of each certificate must equal U.S. $1,000
         or any amount in excess thereof in integral multiples of U.S. $1,000.

                                     A-1-15

         standing letter of instruction, to confirm that such transfer is being
         made pursuant to an exemption from, or in a transaction not subject to,
         the registration requirements of the Securities Act of 1933.



          Please sign and date this notice in the space provided below.

DATE:                                 _______________________________________
                                                Name of Holder

                                      _______________________________________
                                               Signature(s) of Holder
                                               Title(s):

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

Notice: Signature(s) must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, which requirements will include
membership or participation in the Securities Transfer Agents Medallion Program
(STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock
Exchange Medallion Signature Program (MSP) or such other "signature guarantee
program" as may be determined by the Trustee in addition to, or in substitution
for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of
1934.
                                      _______________________________________
                                               Signature Guarantee


                                     A-1-16

                                 ASSIGNMENT FORM

         To assign this Security, fill in the form below:

         (I) or (we) assign and transfer this Security to

- --------------------------------------------------------------------------------
               (Insert assignee's social security or tax I.D. no.)

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

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

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


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




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

         Date: __________________________

         Medallion Signature Guarantee: _________________________________

[FOR INCLUSION ONLY IF THIS SECURITY BEARS A RESTRICTED SECURITIES LEGEND] In
connection with any transfer of any of the Securities evidenced by this
certificate which are "restricted securities" (as defined in Rule 144 (or any
successor thereto) under the Securities Act), the undersigned confirms that such
Securities are being transferred:

         CHECK ONE BOX BELOW

         (1) [ ]  to the Company; or

         (2) [ ]  pursuant to and in compliance with Rule 144A under the
                  Securities Act of 1933; or

         (3) [ ]  pursuant to and in compliance with Regulation S under the
                  Securities Act of 1933; or

         (4) [ ]  pursuant to an exemption from registration under the
                  Securities Act of 1933 provided by Rule 144 thereunder.

         Unless one of the boxes is checked, the Registrar will refuse to
         register any of the Securities evidenced by this certificate in the
         name of any person other than the registered holder thereof; provided,
         however, that if box (3) or (4) is checked, the Trustee may require,
         prior to registering any such transfer of the Securities, such
         certifications and other information, and if box (4) is checked such
         legal opinions, as the Company has

                                     A-1-17


         reasonably requested in writing, by delivery to the Trustee of a
         standing letter of instruction, to confirm that such transfer is being
         made pursuant to an exemption from, or in a transaction not subject to,
         the registration requirements of the Securities Act of 1933; provided
         further, however, that this paragraph shall not be applicable to any
         Securities which are not "restricted securities" (as defined in Rule
         144 (or any successor thereto) under the Securities Act).

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

Date: __________________________

Medallion Signature Guarantee:

                                     A-1-18

                                                                      SCHEDULE I

             SCHEDULE OF INCREASES AND DECREASES OF GLOBAL SECURITY

The Initial Principal Amount of Global Security is: ____________($___________).
Such Principal Amount has been increased or decreased by the adjustments set
forth below by or on behalf of the Depository in accordance with the Applicable
Procedures.



                                                                Principal Amount of
             Amount of Increase       Amount of Decrease in       Global Security           Notation by
             in Principal Amount       Principal Amount of       After Increase or         Registrar or
    Date     of Global Security           Global Security             Decrease          Security Custodian
    ----     ------------------           ---------------             --------          ------------------
                                                                            




                                     A-1-19

                                                                     EXHIBIT A-2

                     [FORM OF FACE OF CERTIFICATED SECURITY]

         THIS SECURITY WILL BE SUBJECT TO THE REGULATIONS GOVERNING CONTINGENT
PAYMENT DEBT INSTRUMENTS FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. AS
REQUIRED UNDER APPLICABLE TREASURY REGULATIONS, THE COMPANY HAS SET FORTH THE
"COMPARABLE YIELD" IN SECTION 4.7 OF THE INDENTURE PURSUANT TO WHICH THIS
SECURITY IS BEING ISSUED. THE HOLDER OF THIS SECURITY MAY OBTAIN THE PROJECTED
PAYMENT SCHEDULE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO HARRIS
CORPORATION, 1025 WEST NASA BOULEVARD, MELBOURNE, FL 32919, ATTENTION:
TREASURER.

         THIS SECURITY AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES
FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY AND ANY COMMON STOCK ISSUABLE
UPON CONVERSION OF THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUE HEREOF (OR ANY
PREDECESSOR SECURITY HEREOF) OR (Y) BY ANY HOLDER THAT WAS AN "AFFILIATE"
(WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY AT ANY
TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE
OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON
WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) IN AN OFFSHORE
TRANSACTION (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE
WITH REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER
THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A
QUALIFIED INSTITUTIONAL BUYER OR (2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF
PARAGRAPH (k)(2) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. IN
ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY
HEDGING TRANSACTION WITH REGARD TO THIS SECURITY OR ANY COMMON STOCK ISSUABLE
UPON CONVERSION OF THIS SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT.

                                      A-2-1

         The foregoing legend may be removed from this Security on satisfaction
of the conditions specified in the Indenture.

                                     A-2-2

                               HARRIS CORPORATION

                      3.5% CONVERTIBLE DEBENTURES DUE 2022

No.                                                 Rule 144A CUSIP: 413 875 ag0
Issue Date:                                      Regulation S CUSIP: U24 663 AA1
Issue Price: 100% of principal amount


         HARRIS CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware, promises to pay to ____________________, or
registered assigns, the principal amount of ($__________________) on August 15,
2022.

         This Security shall bear interest at the initial rate of 3.5% per
annum, subject to the adjustments set forth on the other side of this Security.
This Security is convertible as specified on the other side of this Security.

         Additional provisions of this Security are set forth on the other side
of this Security.

Dated:                                   HARRIS CORPORATION


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


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

THE BANK OF NEW YORK,

    as Trustee, certifies that this is one
    of the Securities referred to in the
    within-mentioned Indenture.


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


Dated:

                                     A-2-3

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


                                     A-2-4

                                                                       EXHIBIT B

                               HARRIS CORPORATION

                      3.5% CONVERTIBLE DEBENTURES DUE 2022

                              TRANSFER CERTIFICATE

In connection with any transfer of any of the Securities within the period prior
to the expiration of the holding period applicable to the sales thereof under
Rule 144(k) under the Securities Act of 1933, as amended (the "Securities Act")
(or any successor provision), the undersigned registered owner of this Security
hereby certifies with respect to $____________ principal amount of the
above-captioned Securities presented or surrendered on the date hereof (the
"Surrendered Securities") for registration of transfer, or for exchange or
conversion where the securities issuable upon such exchange or conversion are to
be registered in a name other than that of the undersigned registered owner
(each such transaction being a "transfer"), the undersigned confirms that such
Securities are being transferred:

         CHECK ONE BOX BELOW

         (1) [ ]  to the Company; or

         (2) [ ]  pursuant to and in compliance with Rule 144A under the
                  Securities Act of 1933; or

         (3) [ ]  pursuant to and in compliance with Regulation S under the
                  Securities Act of 1933; or

         (4) [ ]  pursuant to an exemption from registration under the
                  Securities Act of 1933 provided by Rule 144 thereunder.

         Unless one of the boxes is checked, the Registrar will refuse to
         register any of the Securities evidenced by this certificate in the
         name of any person other than the registered holder thereof; provided,
         however, that if box (3) or (4) is checked, the Trustee may require,
         prior to registering any such transfer of the Securities, such
         certifications and other information, and if box (4) is checked such
         legal opinions, as the Company has reasonably requested in writing, by
         delivery to the Trustee of a standing letter of instruction, to confirm
         that such transfer is being made pursuant to an exemption from, or in a
         transaction not subject to, the registration requirements of the
         Securities Act of 1933; provided further, however, that this paragraph
         shall not be applicable to any Securities which are not "restricted
         securities" (as defined in Rule 144 (or any successor thereto) under
         the Securities Act).

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

         Date: __________________________

         Medallion Signature Guarantee: _________________________________

                                      C-1

                                                                       EXHIBIT C

                     FORM OF RESTRICTED COMMON STOCK LEGEND

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE
ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO, INCLUDING THE RELATED
DEBENTURE) OR (Y) BY ANY HOLDER THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF
RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY AT ANY TIME DURING THE THREE
MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE
COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) IN AN OFFSHORE TRANSACTION
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER
THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A
QUALIFIED INSTITUTIONAL BUYER OR (2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF
PARAGRAPH (k)(2) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. IN
ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY
HEDGING TRANSACTION WITH REGARD TO THIS SECURITY EXCEPT AS PERMITTED BY THE
SECURITIES ACT."

                                      C-1

         The foregoing legend may be removed from this Security on satisfaction
of the conditions specified in the Indenture.

                                      C-2

                                                                       EXHIBIT D

                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                           OF RESTRICTED COMMON STOCK

            (TRANSFERS PURSUANT TO SECTION 10.21(b) OF THE INDENTURE)

[NAME AND ADDRESS OF COMMON STOCK TRANSFER AGENT]

         Re: Harris Corporation 3.5% Convertible Debentures due 2022 (the
             "Securities")

         Reference is hereby made to the Indenture dated as of August 26, 2002
(the "Indenture") between Harris Corporation and The Bank of New York, as
Trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         This letter relates to _________ shares of Common Stock represented by
the accompanying certificate(s) that were issued upon conversion of Securities
and which are held in the name of [name of transferor] (the "Transferor") to
effect the transfer of such Common Stock.

         In connection with the transfer of such shares of Common Stock, the
undersigned confirms that such shares of Common Stock are being transferred:

         CHECK ONE BOX BELOW

         (1) [ ]  to the Company; or

         (2) [ ]  pursuant to and in compliance with Rule 144A under the
                  Securities Act of 1933; or

         (3) [ ]  pursuant to and in compliance with Regulation S under the
                  Securities Act of 1933; or

         (4) [ ]  pursuant to an exemption from registration under the
                  Securities Act of 1933 provided by Rule 144 thereunder.

                                      D-1

         Unless one of the boxes is checked, the transfer agent will refuse to
register any of the Common Stock evidenced by this certificate in the name of
any person other than the registered holder thereof; provided, however, that if
box (3) or (4) is checked, the transfer agent may require, prior to registering
any such transfer of the Common Stock such certifications and other information,
and if box (4) is checked such legal opinions, as the Company has reasonably
requested in writing, by delivery to the transfer agent of a standing letter of
instruction, to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933.

                                [Name of Transferor],


                                By ______________________________
                                Name:____________________________
                                Title:___________________________


Dated:

                                      D-2

                                                                      SCHEDULE A

                           PROJECTED PAYMENT SCHEDULE*

                                                                  Projected
                                                                 Payment per
                  Period                                          Debenture
                  ------                                          ---------

August 26, 2002 - February 15, 2003                                 $16.43
February 15, 2003 - August 15, 2003                                 $17.50
August 15, 2003 - February 15, 2004                                 $17.50
February 15, 2004 - August 15, 2004                                 $17.50
August 15, 2004 - February 15, 2005                                 $17.50
February 15, 2005 - August 15, 2005                                 $17.50
August 15, 2005 - February 15, 2006                                 $17.50
February 15, 2006 - August 15, 2006                                 $17.50
August 15, 2006 - February 15, 2007                                 $17.50
February 15, 2007 - August 15, 2007                                 $17.50
August 15, 2007 - February 15, 2008                                 $26.75
February 15, 2008 - August 15, 2008                                 $26.75
August 15, 2008 - February 15, 2009                                 $26.75
February 15, 2009 - August 15, 2009                                 $26.75
August 15, 2009 - February 15, 2010                                 $26.75
February 15, 2010 - August 15, 2010                                 $26.75
August 15, 2010 - February 15, 2011                                 $26.75
February 15, 2011 - August 15, 2011                                 $26.75
August 15, 2011 - February 15, 2012                                 $26.75
February 15, 2012 - August 15, 2012                                 $26.75
August 15, 2012 - February 15, 2013                                 $27.50
February 15, 2013 - August 15, 2013                                 $27.50
August 15, 2013 - February 15, 2014                                 $27.50
February 15, 2014 - August 15, 2014                                 $27.50
August 15, 2014 - February 15, 2015                                 $27.50
February 15, 2015 - August 15, 2015                                 $27.50
August 15, 2015 - February 15, 2016                                 $27.50
February 15, 2016 - August 15, 2016                                 $27.50
August 15, 2016 - February 15, 2017                                 $27.50
February 15, 2017 - August 15, 2017                                 $27.50
August 15, 2017 - February 15, 2018                                 $27.50
February 15, 2018 - August 15, 2018                                 $27.50
August 15, 2018 - February 15, 2019                                 $27.50
February 15, 2019 - August 15, 2019                                 $27.50
August 15, 2019 - February 15, 2020                                 $27.50
February 15, 2020 - August 15, 2020                                 $27.50
August 15, 2020 - February 15, 2021                                 $27.50
February 15, 2021 - August 15, 2021                                 $27.50
August 15, 2021 - February 15, 2022                                 $27.50
February 15, 2022 - August 15, 2022                                 $27.50

- --------------------------------------------------------------------------------
*     The comparable yield and the schedule of projected payments are determined
      on the basis of certain assumptions and are not determined for any purpose
      other than for the determination of interest accruals and adjustments
      thereof in respect of the Securities for United States federal income tax
      purposes. The comparable yield and the schedule of projected payments do
      not constitute a projection or representation regarding the actual amounts
      payable on the Securities.

EX-99.3

                                                                    Exhibit 99.3
- --------------------------------------------------------------------------------


                          REGISTRATION RIGHTS AGREEMENT

                              Dated August 26, 2002


                                  by and among


                               HARRIS CORPORATION

                                       and

                        MORGAN STANLEY & CO. INCORPORATED
                            SALOMON SMITH BARNEY INC.
                         SUNTRUST CAPITAL MARKETS, INC.
                            WACHOVIA SECURITIES, INC.

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

                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as
of August 26, 2002 by and among Harris Corporation, a Delaware corporation (the
"COMPANY"), and Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc.,
SunTrust Capital Markets, Inc. and Wachovia Securities, Inc. (the "INITIAL
PURCHASERS") pursuant to the Purchase Agreement, dated August 20, 2002 (the
"PURCHASE AGREEMENT"), among the Company and the Initial Purchasers. In order to
induce the Initial Purchasers to enter into the Purchase Agreement, the Company
has agreed to provide the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the closing under the
Purchase Agreement.

                  The Company agrees with the Initial Purchasers, (i) for their
benefit as Initial Purchasers and (ii) for the benefit of the beneficial owners
(including the Initial Purchasers) from time to time of the Debentures (as
defined herein) and the beneficial owners from time to time of the Underlying
Common Stock (as defined herein) issued upon conversion of the Debentures (each
of the foregoing a "HOLDER" and together the "HOLDERS"), as follows:

                  SECTION 1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following terms shall have the
following meanings:

                  "Affiliate" means with respect to any specified person, an
"affiliate," as defined in Rule 144, of such person.

                  "Amendment Effectiveness Deadline Date" has the meaning set
forth in Section 2(d) hereof.

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

                  "Common Stock" means the shares of common stock, par value
$1.00 per share, of the Company and any other shares of common stock as may
constitute "Common Stock" for purposes of the Indenture, including the
Underlying Common Stock.

                  "Conversion Price" has the meaning assigned to such term in
the Indenture, provided, however that if no Debentures are outstanding at the
time a determination of the Conversion Price is required, "Conversion Price"
means the Conversion Price that would be in effect were Debentures then
outstanding.

                  "Damages Accrual Period" has the meaning set forth in Section
2(e) hereof.

                  "Damages Payment Date" means each interest payment date under
the Indenture in the case of Debentures, and each February 15 and August 15 in
the case of the Underlying Common Stock.

                  "Debentures" means the 3.5% Convertible Debentures due 2022 of
the Company to be purchased by the Initial Purchasers pursuant to the Purchase
Agreement.

                  "Deferral Notice" has the meaning set forth in Section 3(i)
hereof.

                  "Deferral Period" has the meaning set forth in Section 3(i)
hereof.

                  "Effectiveness Deadline Date" has the meaning set forth in
Section 2(a) hereof.

                  "Effectiveness Period" means the period commencing on the date
hereof and ending on the date that all Registrable Securities have ceased to be
Registrable Securities.

                  "Event" has the meaning set forth in Section 2(e) hereof.

                  "Event Date" has the meaning set forth in Section 2(e) hereof.

                  "Event Termination Date" has the meaning set forth in Section
2(e) hereof.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.

                  "Filing Deadline Date" has the meaning set forth in Section
2(a) hereof.

                  "Holder" has the meaning set forth in the second paragraph of
this Agreement.

                  "Indenture" means the Indenture, to be dated as of August 26,
2002, between the Company and The Bank of New York, as trustee, pursuant to
which the Debentures are being issued.

                  "Initial Purchasers" means those parties named in Schedule I
to the Purchase Agreement.

                  "Initial Shelf Registration Statement" has the meaning set
forth in Section 2(a) hereof.

                  "Issue Date" means the first date of original issuance of the
Debentures.

                  "Liquidated Damages Amount" has the meaning set forth in
Section 2(e) hereof.

                                       2

                  "Losses" has the meaning set forth in Section 6 hereof.

                  "Material Event" has the meaning set forth in Section 3(i)
hereof.

                  "Notice and Questionnaire" means a written notice delivered to
the Company containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to the Offering
Memorandum of the Company dated August 20, 2002 relating to the Debentures.

                  "Notice Holder" means, on any date, any Holder that has
delivered a Notice and Questionnaire to the Company on or prior to such date.

                  "Prospectus" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such
Prospectus.

                  "Purchase Agreement" has the meaning set forth in the preamble
hereof.

                  "Record Holder" means (i) with respect to any Damages Payment
Date relating to any Debentures as to which any such Liquidated Damages Amount
has accrued, the holder of record of such Debenture on the record date with
respect to the interest payment date under the Indenture on which such Damages
Payment Date shall occur and (ii) with respect to any Damages Payment Date
relating to the Underlying Common Stock as to which any such Liquidated Damages
Amount has accrued, the registered holder of such Underlying Common Stock
fifteen (15) days prior to such Damages Payment Date.

                  "Registrable Securities" means the Debentures until such
Debentures have been converted into or exchanged for the Underlying Common Stock
and, at all times subsequent to any such conversion or exchange the Underlying
Common Stock and any securities into or for which such Underlying Common Stock
has been converted or exchanged, and any security issued with respect thereto
upon any stock dividend, split or similar event until, in the case of any such
security, (A) the earliest of (i) its effective registration under the
Securities Act and resale in accordance with the Registration Statement covering
it, (ii) expiration of the holding period that would be applicable under Rule
144(k) with respect to persons that are not Affiliates of the Company, (iii) its
sale to the public pursuant to Rule 144 (or any similar provision then in force,
but not Rule 144A) under the Securities Act or (iv) such security ceasing to be
outstanding and (B) as a result of the event or circumstance described in any of
the foregoing clauses (i) through (iii), the legend with respect to transfer
restrictions required under the Indenture is removed or removable in accordance
with the terms of the Indenture or such legend, as the case may be.

                                       3

                  "Registration Expenses" means all of the expenses set forth in
Section 5 hereof.

                  "Registration Statement" means any registration statement of
the Company that covers any of the Registrable Securities pursuant to the
provisions of this Agreement including the Prospectus, amendments and
supplements to such registration statement, including post-effective amendments,
all exhibits, and all materials incorporated by reference or explicitly deemed
to be incorporated by reference in such registration statement.

                  "Restricted Securities" means "Restricted Securities" as
defined in Rule 144.

                  "Rule 144" means Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

                  "Rule 144A" means Rule 144A under the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated by the SEC thereunder.

                  "Shelf Registration Statement" has the meaning set forth in
Section 2(a) hereof.

                  "Special Counsel" means Cravath, Swaine & Moore or one such
other successor counsel as shall be specified by the Holders of a majority of
the Registrable Securities, but which may, with the written consent of the
Initial Purchasers (which shall not be unreasonably withheld), be another
nationally recognized law firm experienced in securities law matters designated
by the Company, the reasonable fees and expenses of which will be paid by the
Company pursuant to, and subject to the limit of, Section 5 hereof.

                  "Subsequent Shelf Registration Statement" has the meaning set
forth in Section 2(b) hereof.

                  "TIA" means the Trust Indenture Act of 1939, as amended.

                  "Trustee" means The Bank of New York, the Trustee under the
Indenture.

                  "Underlying Common Stock" means the Common Stock into which
the Debentures are convertible or issued upon any such conversion.

                                       4

                  SECTION 2. Shelf Registration. (a) The Company shall prepare
and file or cause to be prepared and filed with the SEC, as soon as practicable
but in any event by the date (the "FILING DEADLINE DATE") one hundred and twenty
(120) days after the Issue Date, a Registration Statement for an offering to be
made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act
(a "SHELF REGISTRATION STATEMENT") registering the resale from time to time by
Holders thereof of all of the Registrable Securities held by Notice Holders (the
"INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration
Statement shall be on Form S-3 or another appropriate form permitting
registration of such Registrable Securities for resale by such Holders in
accordance with the methods of distribution elected by the Holders and set forth
in the Initial Shelf Registration Statement and Rule 415 under the Securities
Act. The Company shall use commercially reasonable efforts to cause the Initial
Shelf Registration Statement to be declared effective under the Securities Act
as promptly as is practicable but in any event by the date (the "EFFECTIVENESS
DEADLINE DATE") that is one hundred eighty (180) days after the Issue Date, and
to keep the Initial Shelf Registration Statement (or any Subsequent Shelf
Registration Statement) continuously effective under the Securities Act until
the expiration of the Effectiveness Period, subject to Section 3(i) below. At
the time the Initial Shelf Registration Statement is declared effective, each
Holder that became a Notice Holder on or prior to the date ten (10) Business
Days prior to such time of effectiveness shall be named as a selling
securityholder in the Initial Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of Registrable Securities in accordance with applicable law. None
of the Company's security holders (other than the Holders of Registrable
Securities) shall have the right to include any of the Company's securities in
the Shelf Registration Statement.

                  (b) If (i) the Initial Shelf Registration Statement or any
Subsequent Shelf Registration Statement ceases to be effective for any reason at
any time during the Effectiveness Period (other than because all Registrable
Securities registered thereunder shall have been resold pursuant thereto or
shall have otherwise ceased to be Registrable Securities) or (ii) sales of some
or all of a Holder's Registrable Securities may not be made pursuant to the
Initial Shelf Registration Statement or any Subsequent Shelf Registration
Statement for any other reason during the Effectiveness Period (other than such
Holder's failure to comply with the terms of this Agreement), the Company shall
use commercially reasonable efforts to obtain the prompt withdrawal of any order
suspending the effectiveness thereof or to permit such sales, including by (A)
amending, within thirty (30) days of such cessation of effectiveness, the Shelf
Registration Statement in a manner reasonably expected to obtain the withdrawal
of the order suspending the effectiveness thereof or to permit such sales, or
(B) by filing an additional Shelf Registration Statement pursuant to Rule 415
covering all of the securities that as of the date of such filing are
Registrable Securities (a "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a
Subsequent Shelf Registration Statement is filed, the Company shall use
commercially reasonable efforts to cause the Subsequent Shelf Registration
Statement to become effective as promptly as is practicable after such filing
and to keep such Registration Statement (or any subsequent Shelf Registration
Statement) continuously effective until the end of the Effectiveness Period.

                                       5

                  (c) The Company shall supplement and amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement, if required by the Securities Act or as reasonably
requested by the Initial Purchasers.

                  (d) Each Holder of Registrable Securities agrees that if such
Holder wishes to sell Registrable Securities pursuant to a Shelf Registration
Statement and related Prospectus, it will do so only in accordance with this
Section 2(d) and Section 3(i). Each Holder of Registrable Securities wishing to
sell Registrable Securities pursuant to a Shelf Registration Statement and
related Prospectus agrees to deliver a Notice and Questionnaire to the Company
prior to any intended distribution of Registrable Securities under the Shelf
Registration Statement. From and after the date the Initial Shelf Registration
Statement is declared effective, the Company shall, as promptly as practicable
after the date a Notice and Questionnaire is delivered, and in any event upon
the later of (x) ten (10) Business Days after such date or (y) ten (10) Business
Days after the expiration of any Deferral Period in effect when the Notice and
Questionnaire is delivered or put into effect within ten (10) Business Days of
such delivery date, (i) if required by applicable law, file with the SEC a
post-effective amendment to the Shelf Registration Statement or a Subsequent
Shelf Registration Statement or prepare and, if required by applicable law, file
a supplement to the related Prospectus or a supplement or amendment to any
document incorporated therein by reference or file any other required document
so that the Holder delivering such Notice and Questionnaire is named as a
selling securityholder in the Shelf Registration Statement (or such Subsequent
Shelf Registration Statement) and the related Prospectus in such a manner as to
permit such Holder to deliver such Prospectus to purchasers of the Registrable
Securities in accordance with applicable law and, if the Company shall file a
post-effective amendment to the Shelf Registration Statement or a Subsequent
Shelf Registration Statement, use commercially reasonable efforts to cause such
post-effective amendment (or such Subsequent Shelf Registration Statement) to be
declared effective under the Securities Act as promptly as is practicable, but
in any event by the date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is
forty-five (45) days after the date such post-effective amendment (or such
Subsequent Shelf Registration Statement) is required by this clause to be filed;
(ii) provide such Holder copies of any documents filed pursuant to Section
2(d)(i) upon written request; and (iii) notify such Holder as promptly as
practicable after the effectiveness under the Securities Act of any
post-effective amendment or a Subsequent Shelf Registration Statement filed
pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is
delivered during a Deferral Period, the Company shall so inform the Holder
delivering such Notice and Questionnaire and shall take the actions set forth in
clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in
accordance with Section 3(i). Notwithstanding anything contained herein to the
contrary, (i) the Company shall be under no obligation to name any Holder that
is not a Notice Holder as a selling securityholder in any Registration Statement
or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall
be extended by up to ten (10) Business Days from the expiration of a Deferral
Period (and the Company shall incur no obligation to pay Liquidated Damages
during such extension) if such Deferral Period shall be in effect on the
Amendment Effectiveness Deadline Date.

                                       6

                  (e) The parties hereto agree that the Holders of Registrable
Securities will suffer damages, and that it would not be feasible to ascertain
the extent of such damages with precision, if (i) the Initial Shelf Registration
Statement has not been filed on or prior to the Filing Deadline Date, (ii) the
Initial Shelf Registration Statement has not been declared effective under the
Securities Act on or prior to the Effectiveness Deadline Date, (iii) the Company
has failed to perform its obligations set forth in Section 2(d) within the time
period required therein, (iv) the aggregate duration of Deferral Periods in any
period exceeds the number of days permitted in respect of such period pursuant
to Section 3(i) hereof or (v) the number of Deferral Periods in any period
exceeds the number permitted in respect of such period pursuant to Section 3(i)
hereof (each of the events of a type described in any of the foregoing clauses
(i) through (v) is individually referred to herein as an "EVENT," and the Filing
Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the
case of clause (ii), the date by which the Company is required to perform its
obligations set forth in Section 2(d) in the case of clause (iii) (including the
filing of any post-effective amendment or subsequent Shelf Registration
Statement prior to the Amendment Effectiveness Deadline Date), the date on which
the aggregate duration of Deferral Periods in any period exceeds the number of
days permitted by Section 3(i) hereof in the case of clause (iv), and the date
of the commencement of a Deferral Period that causes the limit on the number of
Deferral Periods in any period under Section 3(i) hereof to be exceeded in the
case of clause (v), being referred to herein as an "EVENT DATE"). Events shall
be deemed to continue until the "EVENT TERMINATION DATE," which shall be the
following dates with respect to the respective types of Events: the date the
Initial Shelf Registration Statement is filed in the case of an Event of the
type described in clause (i), the date the Initial Shelf Registration Statement
is declared effective under the Securities Act in the case of an Event of the
type described in clause (ii), the date the Company performs its obligations set
forth in Section 2(d) in the case of an Event of the type described in clause
(iii) (including, without limitation, the date the relevant post-effective
amendment to the Shelf Registration Statement or a Subsequent Shelf Registration
Statement is declared effective under the Securities Act), termination of the
Deferral Period that caused the limit on the aggregate duration of Deferral
Periods in a period set forth in Section 3(i) to be exceeded in the case of the
commencement of an Event of the type described in clause (iv), and termination
of the Deferral Period the commencement of which caused the number of Deferral
Periods in a period permitted by Section 3(i) to be exceeded in the case of an
Event of the type described in clause (v).

                  Accordingly, commencing on (and including) any Event Date and
ending on (but excluding) the next date on which there are no Events that have
occurred and are continuing (a "DAMAGES ACCRUAL PERIOD"), the Company agrees to
pay, as liquidated damages and not as a penalty, an amount (the "LIQUIDATED
DAMAGES AMOUNT"), payable on the Damages Payment Dates to Record Holders of
Debentures that are Registrable Securities and of shares of Underlying Common
Stock issued upon conversion of Debentures that are Registrable Securities, as
the case may be, accruing, for each portion of such Damages Accrual Period
beginning on and including a Damages Payment Date (or, in respect of the first
time that the Liquidated Damages Amount is to be paid to Holders on a Damages
Payment Date as a result of the occurrence of any particular Event, from the
Event Date) and ending on but excluding the first to occur of (A) the date of
the end of the Damages Accrual Period or (B) the next Damages Payment

                                       7

Date, at a rate per annum equal to one-half of one percent (0.5%) of the
aggregate principal amount of such Debentures or, in the case of Debentures that
have been converted into or exchanged for Underlying Common Stock, one-half of
one percent (0.5%) of an amount equal to the product of the Conversion Price and
the number of such shares of Underlying Common Stock, as the case may be, in
each case determined as of the Business Day immediately preceding the next
Damages Payment Date; provided, that in the case of a Damages Accrual Period
that is in effect solely as a result of an Event of the type described in clause
(iii) of the immediately preceding paragraph, such Liquidated Damages Amount
shall be paid only to the Holders that have delivered Notice and Questionnaires
that caused the Company to incur the obligations set forth in Section 2(d) the
non-performance of which is the basis of such Event, provided further, that any
Liquidated Damages Amount accrued with respect to any Debenture or portion
thereof called for redemption on a redemption date or converted into Underlying
Common Stock on a conversion date prior to the Damages Payment Date, shall, in
any such event, be paid instead to the Holder who submitted such Debenture or
portion thereof for redemption or conversion on the applicable redemption date
or conversion date, as the case may be, on such date (or promptly following the
conversion date, in the case of conversion). Notwithstanding the foregoing, no
Liquidated Damages Amounts shall accrue as to any Registrable Security from and
after the earlier of (x) the date such security is no longer a Registrable
Security and (y) expiration of the Effectiveness Period. The rate of accrual of
the Liquidated Damages Amount with respect to any period shall not exceed the
rate provided for in this paragraph notwithstanding the occurrence of multiple
concurrent Events. Following the cure of all Events requiring the payment by the
Company of Liquidated Damages Amounts to the Holders of Registrable Securities
pursuant to this Section, the accrual of Liquidated Damages Amounts will cease
(without in any way limiting the effect of any subsequent Event requiring the
payment of any Liquidated Damages Amount by the Company).

                  The Trustee shall be entitled, on behalf of Holders of
Debentures or Underlying Common Stock, to seek any available remedy for the
enforcement of this Agreement, including for the payment of any Liquidated
Damages Amount. Notwithstanding the foregoing, the parties agree that the sole
damages payable for a violation of the terms of this Agreement with respect to
which liquidated damages are expressly provided shall be such liquidated
damages. Nothing shall preclude a Notice Holder or Holder of Registrable
Securities from pursuing or obtaining specific performance or other equitable
relief with respect to this Agreement.

                  All of the Company's obligations set forth in this Section
2(e) that are outstanding with respect to any Registrable Security at the time
such security ceases to be a Registrable Security shall survive until such time
as all such obligations with respect to such security have been satisfied in
full (notwithstanding termination of this Agreement pursuant to Section 8(k)).

                  The parties hereto agree that the liquidated damages provided
for in this Section 2(e) constitute a reasonable estimate of the damages that
may be incurred by Holders of Registrable Securities by reason of the failure of
the Shelf Registration

                                       8

Statement to be filed or declared effective or available for effecting resales
of Registrable Securities in accordance with the provisions hereof.

                  SECTION 3. Registration Procedures. In connection with the
registration obligations of the Company under Section 2 hereof, the Company
shall:

                  (a) Prepare and file with the SEC a Registration Statement or
Registration Statements on any appropriate form under the Securities Act
available for the sale of the Registrable Securities by the Holders thereof in
accordance with the intended method or methods of distribution thereof, and use
commercially reasonable efforts to cause each such Registration Statement to
become effective and remain effective as provided herein; provided, that before
filing any Registration Statement or Prospectus or any amendments or supplements
thereto with the SEC, the Company shall furnish to the Initial Purchasers and
the Special Counsel of such offering, if any, copies of all such documents
proposed to be filed and use commercially reasonable efforts to reflect in each
such document when so filed with the SEC such comments as the Special Counsel
reasonably shall propose within five (5) Business Days of the delivery of such
copies to the Initial Purchasers and the Special Counsel. The provisions of this
Section shall not apply to filings by the Company under the Exchange Act that
are incorporated by reference in such Registration Statement or Prospectus.

                  (b) Prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be necessary to
keep such Registration Statement continuously effective for the applicable
period specified in Section 2(a); cause the related Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act; and use commercially reasonable efforts to comply with the
provisions of the Securities Act applicable to it with respect to the
disposition of all securities covered by such Registration Statement during the
Effectiveness Period in accordance with the intended methods of disposition by
the sellers thereof set forth in such Registration Statement as so amended or
such Prospectus as so supplemented.

                  (c) As promptly as practicable give notice to the Notice
Holders, the Initial Purchasers and the Special Counsel, (i) when any
Prospectus, Prospectus supplement, Registration Statement or post-effective
amendment to a Registration Statement has been filed with the SEC and, with
respect to a Registration Statement or any post-effective amendment, when the
same has been declared effective, (ii) of any request, following the
effectiveness of the Initial Shelf Registration Statement under the Securities
Act, by the SEC or any other federal or state governmental authority for
amendments or supplements to any Registration Statement or related Prospectus or
for additional information, (iii) of the issuance by the SEC or any other
federal or state governmental authority of any stop order suspending the
effectiveness of any Registration Statement or the initiation or threatening of
any proceedings for that purpose, (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, (v) of the occurrence of a

                                       9

Material Event (but not the nature of or details concerning such Material Event)
and (vi) of the determination by the Company that a post-effective amendment to
a Registration Statement will be filed with the SEC, which notice may, at the
discretion of the Company (or as required pursuant to Section 3(i)), state that
it constitutes a Deferral Notice, in which event the provisions of Section 3(i)
shall apply.

                  (d) Use commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of a Registration Statement
or the lifting of any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any jurisdiction
in which they have been qualified for sale, in either case at the earliest
possible moment, and provide prompt notice to each Notice Holder and the Initial
Purchasers of the withdrawal of any such order.

                  (e) If reasonably requested by an Initial Purchaser or any
Notice Holder, as promptly as practicable incorporate in a Prospectus supplement
or post-effective amendment to a Registration Statement such information as the
Initial Purchaser and the Special Counsel, or such Notice Holder shall on the
basis of a written opinion of nationally-recognized counsel experienced in such
matters, determine to be required to be included therein by applicable law and
make any required filings of such Prospectus supplement or post-effective
amendment.

                  (f) As promptly as practicable furnish to each Notice Holder,
the Special Counsel and the Initial Purchasers, without charge, at least one (1)
conformed copy of each Registration Statement and any amendment thereto,
including financial statements but excluding schedules, all documents
incorporated or deemed to be incorporated therein by reference and all exhibits
(unless requested by such Notice Holder, Special Counsel, counsel, Initial
Purchasers or underwriter).

                  (g) During the Effectiveness Period, deliver to each Notice
Holder, the Special Counsel and the Initial Purchasers, in connection with any
sale of Registrable Securities pursuant to a Registration Statement, without
charge, as many copies of the Prospectus or Prospectuses relating to such
Registrable Securities (including each preliminary prospectus) and any amendment
or supplement thereto as such Notice Holder may reasonably request; and the
Company hereby consents (except during such periods that a Deferral Notice is
outstanding and has not been revoked) to the use of such Prospectus or each
amendment or supplement thereto by each Notice Holder in connection with any
offering and sale of the Registrable Securities covered by such Prospectus or
any amendment or supplement thereto in the manner set forth therein.

                  (h) Prior to any public offering of the Registrable Securities
pursuant to a Shelf Registration Statement, use commercially reasonable efforts
to register or qualify, to the extent required by applicable law, or cooperate
with the Notice Holders and the Special Counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any Notice Holder reasonably requests in writing (which request may be included
in the Notice and Questionnaire); prior to any public offering of the
Registrable Securities pursuant to a Shelf Registration Statement, use
commercially reasonable efforts to keep

                                       10

each such registration or qualification (or exemption therefrom) effective
during the Effectiveness Period in connection with such Notice Holder's offer
and sale of Registrable Securities pursuant to such registration or
qualification (or exemption therefrom) and do any and all other acts or things
reasonably necessary or advisable to enable the disposition in such
jurisdictions of such Registrable Securities in the manner set forth in the
relevant Registration Statement and the related Prospectus; provided, that the
Company will not be required to (i) qualify as a foreign corporation or as a
dealer in securities in any jurisdiction where it would not otherwise be
required to qualify but for this Agreement or (ii) take any action that would
subject it to general service of process in suits or to taxation in any such
jurisdiction where it is not then so subject.

                  (i) Upon (A) the issuance by the SEC of a stop order
suspending the effectiveness of a Shelf Registration Statement or the initiation
of proceedings with respect to a Shelf Registration Statement under Section 8(d)
or 8(e) of the Securities Act, (B) the occurrence of any event or the existence
of any fact (a "MATERIAL EVENT") as a result of which any Registration Statement
shall contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any Prospectus shall contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (C) the occurrence or existence
of any pending corporate development that, in the reasonable discretion of the
Company, makes it appropriate to suspend the availability of a Shelf
Registration Statement and the related Prospectus for a discrete period of time,
(i) in the case of clause (B) above, subject to the next sentence, as promptly
as practicable prepare and file, if necessary pursuant to applicable law, a
post-effective amendment to such Registration Statement or a supplement to the
related Prospectus or any document incorporated therein by reference or file any
other required document that would be incorporated by reference into such
Registration Statement and Prospectus so that such Registration Statement does
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and such Prospectus does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
and, in the case of a post-effective amendment to a Registration Statement,
subject to the next sentence, use commercially reasonable efforts to cause it to
be declared effective as promptly as is practicable, and (ii) give notice to the
Notice Holders, the Special Counsel and the Managing Underwriters, if any, that
the availability of such Registration Statement is suspended (a "DEFERRAL
NOTICE") and, upon receipt of any Deferral Notice, each Notice Holder agrees not
to sell any Registrable Securities pursuant to such Registration Statement until
such Notice Holder's receipt of copies of the supplemented or amended Prospectus
provided for in clause (i) above, or until it is advised in writing by the
Company that the Prospectus may be used, and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in such Prospectus. The Company will use commercially reasonable
efforts to ensure that the use of the Prospectus may be resumed (x) in the case
of clause (A) above, as promptly as is

                                       11

practicable, (y) in the case of clause (B) above, as soon as, in the sole
judgment of the Company, public disclosure of such Material Event would not be
prejudicial to or contrary to the interests of the Company or, if necessary to
avoid unreasonable burden or expense, as soon as practicable thereafter and (z)
in the case of clause (C) above, as soon as in the reasonable discretion of the
Company, such suspension is no longer appropriate. The Company shall be entitled
to exercise its right under this Section 3(i) to suspend the availability of the
Shelf Registration Statement or any Prospectus, without incurring or accruing
any obligation to pay liquidated damages pursuant to Section 2(e), no more than
one (1) time in any three month period or three (3) times in any twelve month
period, and any such period during which the availability of the Registration
Statement and any Prospectus is suspended (the "DEFERRAL PERIOD") shall, without
incurring any obligation to pay liquidated damages pursuant to Section 2(e), not
exceed 30 days; provided, that the aggregate duration of any Deferral Periods
shall not exceed 30 days in any three month period (or 60 days in any three
month period in the event of a Material Event pursuant to which the Company has
delivered a second notice as required below) or 90 days in any twelve (12) month
period; provided, that in the case of a Material Event relating to an
acquisition or a probable acquisition or financing, recapitalization, business
combination or other similar transaction, the Company may, without incurring any
obligation to pay liquidated damages pursuant to Section 2(e), deliver to Notice
Holders a second notice to the effect set forth above, which shall have the
effect of extending the Deferral Period by up to an additional 15 days, or such
shorter period of time as is specified in such second notice.

                  (j) If requested in writing in connection with a disposition
of Registrable Securities pursuant to a Registration Statement, subject to
customary security procedures, make reasonably available for inspection during
normal business hours by a representative for the Notice Holders of such
Registrable Securities, and any broker-dealers, attorneys and accountants
retained by such Notice Holders or underwriter at the offices where normally
kept, all relevant financial and other records and pertinent corporate documents
and properties of the Company and its subsidiaries, and cause the appropriate
officers, directors and employees of the Company and its subsidiaries to make
reasonably available for inspection during normal business hours on reasonable
notice all relevant information reasonably requested by such representative for
the Notice Holders, or any such broker-dealers, attorneys or accountants in
connection with such disposition, in each case as is customary for similar "due
diligence" examinations; provided, that such persons shall execute and deliver a
confidentiality agreement in a form reasonably acceptable to the Company, which
such form shall allow, (i) disclosure of such information as required by court
or administrative order or necessary to respond to inquiries of regulatory
authorities, (ii) disclosure of such information as required by law (including
any disclosure requirements pursuant to federal securities laws in connection
with the filing of any Registration Statement or the use of any prospectus
referred to in this Agreement), (iii) disclosure of such information as becomes
generally available to the public other than as a result of a disclosure or
failure to safeguard by any such person or (iv) disclosure of such information
as becomes available to any such person from a source other than the Company and
such source is not bound by a confidentiality agreement, and provided, that the
foregoing inspection and information

                                       12

gathering shall, to the greatest extent possible, be coordinated on behalf of
all the Notice Holders and the other parties entitled thereto by the counsel
referred to in Section 5.

                  (k) Comply with all applicable rules and regulations of the
SEC and make generally available to its securityholders earning statements
(which need not be audited) satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder (or any similar rule promulgated under
the Securities Act) no later than 45 days after the end of any 3-month period
(or 90 days after the end of any 12-month period if such period is a fiscal
year) commencing on the first day of the first fiscal quarter of the Company
commencing after the effective date of a Registration Statement, which
statements shall cover said periods.

                  (l) Cooperate with each Notice Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Securities
sold or to be sold pursuant to a Registration Statement, which certificates
shall not bear any restrictive legends, and cause such Registrable Securities to
be in such denominations as are permitted by the Indenture and registered in
such names as such Notice Holder may reasonably request in writing at least one
(1) Business Day prior to any sale of such Registrable Securities.

                  (m) Provide a CUSIP number for all Registrable Securities
covered by each Registration Statement not later than the effective date of such
Registration Statement and provide the Trustee and the transfer agent for the
Common Stock with printed certificates for the Registrable Securities that are
in a form eligible for deposit with The Depository Trust Company.

                  (n) Cooperate and assist in any filings required to be made
with the National Association of Securities Dealers, Inc.

                  (o) Upon (i) the filing of the Initial Registration Statement
and (ii) the effectiveness of the Initial Registration Statement, announce the
same, in each case by release to Reuters Economic Services and Bloomberg
Business News.

                  SECTION 4. Holder's Obligations. Each Holder agrees, by
acquisition of the Registrable Securities, that no Holder of Registrable
Securities shall be entitled to sell any of such Registrable Securities pursuant
to a Registration Statement or to receive a Prospectus relating thereto, unless
such Holder has furnished the Company with a Notice and Questionnaire as
required pursuant to Section 2(d) hereof (including the information required to
be included in such Notice and Questionnaire) and the information set forth in
the next sentence. Each Notice Holder agrees promptly to furnish to the Company
all information required to be disclosed in order to make the information
previously furnished to the Company by such Notice Holder not misleading and any
other information regarding such Notice Holder and the distribution of such
Registrable Securities as the Company may from time to time reasonably request.
Any sale of any Registrable Securities by any Holder shall constitute a
representation and warranty by such Holder that the information relating to such
Holder and its plan of distribution is as set forth in the Prospectus delivered
by such Holder in connection with such disposition, that such Prospectus does
not as of the time of such sale contain any untrue statement of a material fact
relating to or provided by such Holder or its plan of distribution and that

                                       13

such Prospectus does not as of the time of such sale omit to state any material
fact relating to or provided by such Holder or its plan of distribution
necessary to make the statements in such Prospectus, in the light of the
circumstances under which they were made, not misleading. Upon receipt of any
Deferral Notice, each Notice Holder agrees not to sell any Registrable
Securities pursuant to such Registration Statement until such Notice Holder's
receipt of copies of the supplemented or amended Prospectus provided for in
Section 3(i), or until it is advised in writing by the Company that the
Prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus. Each Notice Holder agrees to comply with the provisions of
the Securities Act relating to prospectus delivery in connection with any
offering of Registrable Securities pursuant to the Shelf Registration Statement.

                  SECTION 5. Registration Expenses. The Company shall bear all
fees and expenses incurred in connection with the performance by the Company of
its obligations under Sections 2 and 3 of this Agreement whether or not any of
the Registration Statements are declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. in connection
with an underwritten offering and (y) of compliance with federal and state
securities or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of the Special Counsel in connection with Blue Sky qualifications
of the Registrable Securities required in section 3(h) under the laws of such
jurisdictions as Notice Holders of a majority of the Registrable Securities
being sold pursuant to a Registration Statement may designate), (ii) printing
expenses (including, without limitation, expenses of printing certificates for
Registrable Securities in a form eligible for deposit with The Depository Trust
Company), (iii) duplication expenses relating to copies of any Registration
Statement or Prospectus delivered to any Holders hereunder, (iv) fees and
disbursements of counsel for the Company and the Special Counsel in connection
with the Shelf Registration Statement (provided that the Company shall not be
liable for the fees and expenses of more than one separate firm for all parties
participating in any transaction hereunder), (v) reasonable fees and
disbursements of the Trustee and its counsel and of the registrar and transfer
agent for the Common Stock and (vi) Securities Act liability insurance obtained
by the Company in its sole discretion. In addition, the Company shall pay the
internal expenses of the Company (including, without limitation, all salaries
and expenses of officers and employees performing legal or accounting duties),
the expense of any annual audit, the fees and expenses incurred in connection
with the listing by the Company of the Registrable Securities on any securities
exchange on which similar securities of the Company are then listed and the fees
and expenses of any person, including special experts, retained by the Company.
Notwithstanding the provisions of this Section 5, each seller of Registrable
Securities shall pay (i) all underwriters discounts, fees and brokerage
commissions and (ii) selling expenses and all registration expenses to the
extent required by applicable law.

                  SECTION 6. Indemnification.

                                       14

                  (a) Indemnification by the Company. The Company agrees to
indemnify and hold harmless each Notice Holder (including each Initial
Purchaser) and each person, if any, who controls any Notice Holder (within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act) from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim)
(collectively, "LOSSES"), caused by any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or
Prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, except insofar as such Losses arise out of or are based upon (i) an
untrue statement or omission or alleged untrue statement or omission based upon
the information relating to the Holders furnished to the Company in writing by a
Holder expressly for use therein, (ii) use of a Registration Statement or the
related Prospectus during a period when use of such Prospectus has been
suspended pursuant to Section 3(i) hereof, provided that Holders received prior
notice of such suspension or (iii) the failure of such Holder to deliver a
Prospectus, as then amended or supplemented, provided that the Company shall
have delivered to such Holder such Prospectus, as then amended or supplemented.

                  (b) Indemnification by Holders of Registrable Securities. Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the
Company, its directors, its officers, and each person, if any, who controls the
Company (within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act) or any other Holder, from and against all Losses
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or Prospectus or in any amendment or
supplement thereto or in any preliminary prospectus, or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was based upon information furnished to the Company
in writing by such Holder expressly for use in such Registration Statement or
Prospectus or amendment or supplement thereto. In no event shall the liability
of any selling Holder of Registrable Securities hereunder be greater in amount
than the dollar amount of the proceeds received by such Holder upon the sale of
the Registrable Securities pursuant to the Registration Statement giving rise to
such indemnification obligation.

                  (c) Conduct of Indemnification Proceedings. In case any
proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to
Section 6(a) or 6(b), such person (the "INDEMNIFIED PARTY") shall promptly
notify the person against whom such indemnity may be sought (the "INDEMNIFYING
PARTY") in writing and the indemnifying party, upon request of the indemnified
party, shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the reasonable fees

                                       15

and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed in writing to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all such indemnified
parties and that all such fees and expenses shall be reimbursed as they are
incurred. Such separate firm shall be designated in writing by, in the case of
parties indemnified pursuant to Section 6(a), the Holders of a majority (with
Holders of Debentures deemed to be the Holders, for purposes of determining such
majority, of the number of shares of Underlying Common Stock into which such
Debentures are or would be convertible or exchangeable as of the date on which
such designation is made) of the Registrable Securities covered by the
Registration Statement held by Holders that are indemnified parties pursuant to
Section 6(a) and, in the case of parties indemnified pursuant to Section 6(b),
the Company. The indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.

                  (d) Contribution. To the extent the indemnification provided
for in Section 6(a) or 6(b) is unavailable to an indemnified party or
insufficient in respect of any Losses referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such Losses (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party
or parties on the one hand and the indemnified party or parties on the other
hand or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i)

                                       16

above but also the relative fault of the indemnifying party or parties on the
one hand and of the indemnified party or parties on the other hand in connection
with the statements or omissions that resulted in such Losses, as well as any
other relevant equitable considerations. Benefits received by the Company shall
be deemed to be equal to the total net proceeds from the initial placement
pursuant to the Purchase Agreement (before deducting expenses) of the
Registrable Securities to which such Losses relate. Benefits received by any
Holder shall be deemed to be equal to the value of receiving Registrable
Securities that are registered under the Securities Act. The relative fault of
the Holders on the one hand and the Company on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Holders or by the
Company, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Holders'
respective obligations to contribute pursuant to this paragraph are several in
proportion to the respective number of Registrable Securities they have sold
pursuant to a Registration Statement, and not joint.

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(d) were determined by pro
rata allocation or by any other method or allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
Losses referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding this Section 6(d), an
indemnifying party that is a selling Holder of Registrable Securities shall not
be required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities sold by such indemnifying party and
distributed to the public were offered to the public exceeds the amount of any
damages that such indemnifying party has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

                  (e) The remedies provided for in this Section 6 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available at law or in equity, under the Purchase Agreement or otherwise.

                  (f) The indemnity and contribution provisions contained in
this Section 6 shall remain operative and in full force and effect regardless of
(i) any termination of this Agreement, (ii) any investigation made by or on
behalf of any Holder or any person controlling any Holder, or the Company, or
the Company's officers or directors or any person controlling the Company and
(iii) the sale of any Registrable Securities by any Holder.

                                       17

                  SECTION 7. Information Requirements. The Company covenants
that, if at any time before the end of the Effectiveness Period the Company is
not subject to the reporting requirements of the Exchange Act, it will cooperate
with any Holder of Registrable Securities and take such further reasonable
action as any Holder of Registrable Securities may reasonably request in writing
(including, without limitation, making such reasonable representations as any
such Holder may reasonably request), all to the extent required from time to
time to enable such Holder to sell Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by
Rule 144 and Rule 144A under the Securities Act and customarily taken in
connection with sales pursuant to such exemptions. Upon the written request of
any Holder of Registrable Securities, the Company shall deliver to such Holder a
written statement as to whether it has complied with such filing requirements,
unless such a statement has been included in the Company's most recent report
filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding
the foregoing, nothing in this Section 7 shall be deemed to require the Company
to register any of its securities (other than the Common Stock) under any
section of the Exchange Act.

                  SECTION 8. Miscellaneous.

                  (a) No Conflicting Agreements. The Company is not, as of the
date hereof, a party to, nor shall it, on or after the date of this Agreement,
enter into, any agreement with respect to its securities that conflicts with the
rights granted to the Holders of Registrable Securities in this Agreement. The
Company represents and warrants that the rights granted to the Holders of
Registrable Securities hereunder do not in any way conflict with the rights
granted to the holders of the Company's securities under any other agreements.

                  (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, without the written consent of the Company and the Holders of
a majority of the then outstanding shares of Underlying Common Stock
constituting Registrable Securities (with Holders of Debentures deemed to be the
Holders, for purposes of this Section, of the number of outstanding shares of
Underlying Common Stock into which such Debentures are or would be convertible
or exchangeable as of the date on which such consent is requested).
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders of Registrable Securities may be given by Holders of at
least a majority of the Registrable Securities being sold by such Holders
pursuant to such Registration Statement; provided, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the immediately preceding sentence. Each Holder of Registrable
Securities outstanding at the time of any such amendment, modification,
supplement, waiver or consent or thereafter shall be bound by any such
amendment, modification, supplement, waiver or consent effected pursuant to this
Section 8(b), whether or not any notice, writing or marking indicating such

                                       18

amendment, modification, supplement, waiver or consent appears on the
Registrable Securities or is delivered to such Holder.

                  (c) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand delivery, by telecopier,
by courier guaranteeing overnight delivery or by first-class mail, return
receipt requested, and shall be deemed given (i) when made, if made by hand
delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1) Business
Day after being deposited with such courier, if made by overnight courier or
(iv) on the date indicated on the notice of receipt, if made by first-class
mail, to the parties as follows:

                  (w) if to a Holder of Registrable Securities, at the most
current address given by such Holder to the Company in a Notice and
Questionnaire or any amendment thereto;

                  (x) if to the Company, to:

                           Harris Corporation
                           1025 West NASA Blvd.
                           Melbourne, FL 32919
                           Attention: Scott T. Mikuen
                           Telecopy No.: (321) 727-9234

                                    with copies to

                           Holland & Knight LLP
                           50 North Laura Street
                           Suite 3900
                           Jacksonville, FL 32202
                           Attention: T. Malcolm Graham, Esq.
                           Telecopy No.: (904) 358-1872

                  (y) if to the Initial Purchasers, to:

                           Morgan Stanley & Co. Incorporated
                           1585 Broadway
                           New York, New York 10036
                           Attention: Equity Capital Markets
                           Telecopy No.: (212) 761-0538

                           Salomon Smith Barney Inc.
                           388 Greenwich Street
                           New York, New York 10013
                           Attention: General Counsel
                           Telecopy No.: (212) 816-7912

                           and

                           Cravath, Swaine & Moore
                           825 Eighth Avenue

                                       19

                           New York, New York 10019
                           Attention: Paul Michalski, Esq.
                           Telecopy No. (212) 474-3700

         or to such other address as such person may have furnished to the other
persons identified in this Section 8(c) in writing in accordance herewith.

                  (d) Approval of Holders. Whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company or its affiliates (as such
term is defined in Rule 405 under the Securities Act) (other than the Initial
Purchasers or subsequent Holders of Registrable Securities if such subsequent
Holders are deemed to be such affiliates solely by reason of their holdings of
such Registrable Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

                  (e) Successors and Assigns. Any person who purchases any
Registrable Securities from any Initial Purchaser shall be deemed, for purposes
of this Agreement, to be an assignee of such Initial Purchaser. This Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties and shall inure to the benefit of and be binding upon each
Holder of any Registrable Securities.

                  (f) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be original and all of which taken
together shall constitute one and the same agreement.

                  (g) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

                  (i) Jurisdiction. Each of the parties hereto (a) consents to
submit itself to the personal jurisdiction of any New York state court or any
Federal court located in the State of New York, City of New York, Borough of
Manhattan in the event any dispute arises out of this Agreement, (b) agrees that
it will not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court, (c) agrees that it will not bring
any action relating to this Agreement in any court other than any New York state
court or any Federal court sitting in the State of New York, City of New York,
Borough of Manhattan (provided, however, that nothing in this clause (c) shall
prevent a party to this Agreement that has been made a party to an action
brought by a person that is not a party to this Agreement in any state or
Federal court outside of the State of New York, City of New York, Borough of
Manhattan from seeking to join (whether by cross-claim, third party claim or
otherwise) any other party to this Agreement in any such action outside of the
State of New York, City of New York, Borough of Manhattan) and (d) waives any
right to trial by jury with respect to any action related to or arising out of
this Agreement.

                                       20

                  (j) Severability. If any term provision, covenant or
restriction of this Agreement is held to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated thereby, and the parties hereto
shall use their best efforts to find and employ an alternative means to achieve
the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction, it being intended that all of the rights and
privileges of the parties shall be enforceable to the fullest extent permitted
by law.

                  (k) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and is intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein and the
registration rights granted by the Company with respect to the Registrable
Securities. Except as provided in the Purchase Agreement, there are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein, with respect to the registration rights granted by the
Company with respect to the Registrable Securities. This Agreement supersedes
all prior agreements and undertakings among the parties with respect to such
registration rights. No party hereto shall have any rights, duties or
obligations other than those specifically set forth in this Agreement. In no
event will such methods of distribution take the form of an underwritten
offering of the Registrable Securities without the prior agreement of the
Company.

                  (l) Termination. This Agreement and the obligations of the
parties hereunder shall terminate upon the end of the Effectiveness Period,
except for any liabilities or obligations under Section 4, 5 or 6 hereof and the
obligations to make payments of and provide for liquidated damages under Section
2(e) hereof to the extent such damages accrue prior to the end of the
Effectiveness Period, each of which shall remain in effect in accordance with
its terms.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       21

                  IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written above.

                                        Very truly yours,


                                        HARRIS CORPORATION

                                        By:  /s/ D. S. Wasserman
                                            ------------------------------
                                        Name:  David S. Wasserman
                                        Title: Vice President - Treasurer


The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date first above written.

MORGAN STANLEY & CO. INCORPORATED
SALOMON SMITH BARNEY INC.
SUNTRUST CAPITAL MARKETS, INC.
WACHOVIA SECURITIES, INC.


By:  Morgan Stanley & Co. Incorporated

By:  /s/ Kevin Woodruff
     -----------------------------
Name:  Kevin Woodruff
Title: Executive Director


For themselves and the other Initial Purchasers named in Schedule I to the
Purchase Agreement.

EX-99.4

                                                                    EXHIBIT 99.4






                                  $125,000,000


                               HARRIS CORPORATION


                      3.5% Convertible Debentures Due 2022



                               PURCHASE AGREEMENT

August 20, 2002


Morgan Stanley & Co. Incorporated
Salomon Smith Barney Inc.
SunTrust Capital Markets, Inc.
Wachovia Securities, Inc.
c/o Morgan Stanley & Co. Incorporated
    1585 Broadway
    New York, New York 10036

Dear Sirs and Mesdames:

      Harris Corporation, a Delaware corporation (the "COMPANY"), proposes to
issue and sell to the several purchasers named in Schedule I hereto (the
"INITIAL PURCHASERS") $125,000,000 principal amount of its 3.5% Convertible
Debentures Due 2022 (the "FIRM SECURITIES") to be issued pursuant to the
provisions of an Indenture to be dated as of August 26, 2002 (the "Indenture")
between the Company and The Bank of New York, as Trustee (the "TRUSTEE"). The
Company also proposes to issue and sell to the Initial Purchasers not more than
an additional $25,000,000 principal amount of its 3.5% Convertible Debentures
Due 2022 (the "ADDITIONAL SECURITIES") if and to the extent that you, as
Managers of the offering, shall have determined to exercise, on behalf of the
Initial Purchasers, the right to purchase such 3.5% Convertible Debentures Due
2022 granted to the Initial Purchasers in Section 2 hereof. The Firm Securities
and the Additional Securities are hereinafter collectively referred to as the
"SECURITIES". The Securities will be convertible into shares of Common Stock,
par value $1.00 (the "UNDERLYING SECURITIES"), of the Company.

      The Securities and the Underlying Securities will be offered without being
registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"),
in reliance upon exemptions from the registration requirements of the Securities
Act.

      The Initial Purchasers and their direct and indirect transferees will be
entitled to the benefits of a Registration Rights Agreement dated the date
hereof between the Company and the Initial Purchasers (the "REGISTRATION RIGHTS
AGREEMENT").

      In connection with the sale of the Securities, the Company will prepare a
final offering memorandum (the "MEMORANDUM") including or incorporating by
reference a description of the terms of the Securities and the Underlying
Securities, the terms of the offering and a description of the Company. As used
herein, the term "Memorandum" shall include in each case the documents
incorporated by reference therein.

      1. Representations and Warranties. The Company represents and warrants to,
and agrees with, you that:

            (a) (i) Each document, if any, filed or to be filed pursuant to the
      Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and
      incorporated by reference


                                       1

      in the Memorandum complied or will comply when so filed in all material
      respects with the Exchange Act and the applicable rules and regulations of
      the Securities and Exchange Commission (the "COMMISSION") thereunder and
      (ii) the Memorandum, in the form used by the Initial Purchasers to confirm
      sales and on the Closing Date (as defined in Section 4), will not contain
      any untrue statement of a material fact or omit to state a material fact
      necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading, except that the
      representations and warranties set forth in this paragraph do not apply to
      statements or omissions in the Memorandum based upon information relating
      to any Initial Purchaser furnished to the Company in writing by such
      Initial Purchaser through you expressly for use therein.

            (b) The Company has been duly incorporated, is validly existing as a
      corporation in good standing under the laws of the jurisdiction of its
      incorporation, has the corporate power and authority to own its property
      and to conduct its business as described in the Memorandum and is duly
      qualified to transact business and is in good standing in each
      jurisdiction in which the conduct of its business or its ownership or
      leasing of property requires such qualification, except to the extent that
      the failure to be so qualified or be in good standing would not have a
      material adverse effect on the Company and its subsidiaries, taken as a
      whole.

            (c) On the date hereof, the Company has no significant subsidiary,
      as defined in Rule 405 under the Securities Act.

            (d) This Agreement has been duly authorized, executed and delivered
      by the Company.

            (e) The authorized capital stock of the Company is as set forth in
      the Memorandum and conforms as to legal matters to the description thereof
      contained in the Memorandum.

            (f) The shares of common stock outstanding prior to the issuance of
      the Securities have been duly authorized and are validly issued, fully
      paid and non-assessable.

            (g) The Securities have been duly authorized and, when executed and
      authenticated in accordance with the provisions of the Indenture and
      delivered to and paid for by the Initial Purchasers in accordance with the
      terms of this Agreement, will be valid and binding obligations of the
      Company, enforceable in accordance with their terms, subject to the
      effects of applicable bankruptcy, insolvency and similar laws affecting
      creditors' rights generally and equitable principles of general
      applicability, and will be entitled to the benefits of the Indenture and
      the Registration Rights Agreement.

            (h) The Underlying Securities issuable upon conversion of the
      Securities have been duly authorized and reserved and, when issued upon
      conversion of the Securities in accordance with the terms of the
      Securities, will be validly issued, fully paid and


                                       2

      non-assessable, and the issuance of the Underlying Securities will not be
      subject to any preemptive or similar rights.

            (i) Each of the Indenture and the Registration Rights Agreement have
      been duly authorized, executed and delivered by, and is a valid and
      binding agreement of, the Company, enforceable in accordance with its
      terms, subject to applicable bankruptcy, insolvency or similar laws
      affecting creditors' rights generally and general principles of equity and
      except as rights to indemnification and contribution under the
      Registration Rights Agreement may be limited under applicable law.

            (j) The execution and delivery by the Company of, and the
      performance by the Company of its obligations under, this Agreement, the
      Indenture, the Registration Rights Agreement and the Securities will not
      contravene any provision of applicable law or the certificate of
      incorporation or by-laws of the Company or any agreement or other
      instrument binding upon the Company or any of its subsidiaries that is
      material to the Company and its subsidiaries, taken as a whole, or any
      judgment, order or decree of any governmental body, agency or court having
      jurisdiction over the Company or any subsidiary, and no consent, approval,
      authorization or order of, or qualification with, any governmental body or
      agency is required for the performance by the Company of its obligations
      under this Agreement, the Indenture, the Registration Rights Agreement or
      the Securities, except such as may be required by the securities or Blue
      Sky laws of the various states in connection with the offer and sale of
      the Securities and by Federal and state securities laws with respect to
      the Company's obligations under the Registration Rights Agreement.

            (k) There has not occurred any material adverse change, or any
      development involving a prospective material adverse change, in the
      condition, financial or otherwise, or in the earnings, business or
      operations of the Company and its subsidiaries, taken as a whole, from
      that set forth in the Memorandum, exclusive of any amendments or
      supplements thereto subsequent to the date of this Agreement.

            (l) There are no legal or governmental proceedings pending or
      threatened to which the Company or any of its subsidiaries is a party or
      to which any of the properties of the Company or any of its subsidiaries
      is subject other than proceedings accurately described in all material
      respects in the Memorandum and proceedings that would not have a material
      adverse effect on the Company and its subsidiaries, taken as a whole, or
      on the power or ability of the Company to perform its obligations under
      this Agreement, the Indenture, the Registration Rights Agreement or the
      Securities or to consummate the transactions contemplated by the
      Memorandum.

            (m) The Company and its subsidiaries (i) are in compliance with any
      and all applicable foreign, Federal, state and local laws and regulations
      relating to the protection of human health and safety, the environment or
      hazardous or toxic substances or wastes, pollutants or contaminants
      ("ENVIRONMENTAL LAWS"), (ii) have received all permits, licenses or other
      approvals required of them under applicable Environmental Laws to conduct
      their respective businesses and (iii) are in compliance with all terms and
      conditions of any such permit, license or approval, except where such
      noncompliance


                                       3

      with Environmental Laws, failure to receive required permits, licenses or
      other approvals or failure to comply with the terms and conditions of such
      permits, licenses or approvals would not, singly or in the aggregate, have
      a material adverse effect on the Company and its subsidiaries, taken as a
      whole.

            (n) There are no costs or liabilities associated with Environmental
      Laws (including, without limitation, any capital or operating expenditures
      required for clean-up, closure of properties or compliance with
      Environmental Laws or any permit, license or approval, any related
      constraints on operating activities and any potential liabilities to third
      parties) which would, singly or in the aggregate, have a material adverse
      effect on the Company and its subsidiaries, taken as a whole.

            (o) The Company is not, and after giving effect to the offering and
      sale of the Securities and the application of the proceeds thereof as
      described in the Memorandum will not be, required to register as an
      "investment company" as such term is defined in the Investment Company Act
      of 1940, as amended.

            (p) Neither the Company nor any affiliate (as defined in Rule 501(b)
      of Regulation D under the Securities Act, an "AFFILIATE") of the Company
      has directly, or through any agent, (i) sold, offered for sale, solicited
      offers to buy or otherwise negotiated in respect of, any security (as
      defined in the Securities Act) which is or will be integrated with the
      sale of the Securities in a manner that would require the registration
      under the Securities Act of the Securities or (ii) offered, solicited
      offers to buy or sold the Securities by any form of general solicitation
      or general advertising (as those terms are used in Regulation D under the
      Securities Act) or in any manner involving a public offering within the
      meaning of Section 4(2) of the Securities Act in connection with any offer
      or sale of the Securities in the United States, except no representation,
      warranty or agreement is made by the Company in this paragraph with
      respect to the Initial Purchasers.

            (q) None of the Company, its Affiliates or any person acting on its
      or their behalf has engaged or will engage in any directed selling efforts
      (within the meaning of Regulation S under the Securities Act ("REGULATION
      S")) with respect to the Securities being sold in reliance on Regulation S
      and the Company and its Affiliates and any person acting on its or their
      behalf have complied and will comply with the offering restrictions
      requirement of Regulation S, except no representation, warranty or
      agreement is made by the Company in this paragraph with respect to the
      Initial Purchasers.

            (r) It is not necessary in connection with the offer, sale and
      delivery of the Securities to the Initial Purchasers in the manner
      contemplated by this Agreement to register the Securities under the
      Securities Act or to qualify the Indenture under the Trust Indenture Act
      of 1939, as amended.

            (s) The Securities satisfy the requirements set forth in Rule
      144A(d)(3) under the Securities Act.



                                       4

            (t) None of the Company and its subsidiaries or, to the best
      knowledge of the Company, any director, officer, agent, employee or other
      person associated with or acting on behalf of the Company or any
      subsidiary has (A) within the past five years violated or is in violation
      of any provision of the Foreign Corrupt Practices Act of 1977 or (B) (i)
      used any corporate funds for any unlawful contribution, gift,
      entertainment or other unlawful expense relating to political activity,
      (ii) made any direct or indirect unlawful payment to any foreign or
      domestic government official or employee from corporate funds or (iii)
      made any bribe, rebate, payoff, influence payment, kickback or other
      unlawful payment, except in the case of clauses (B)(i), (B)(ii) and
      (B)(iii), which would not, singly or in the aggregate, have a material
      adverse effect on the Company and its subsidiaries, taken as a whole.

      2. Agreements to Sell and Purchase. The Company hereby agrees to sell to
the several Initial Purchasers, and each Initial Purchaser, upon the basis of
the representations and warranties herein contained, but subject to the
conditions hereinafter stated, agrees, severally and not jointly, to purchase
from the Company the respective principal amount of Firm Securities set forth in
Schedule I hereto opposite its name at a purchase price of 97.5% of the
principal amount thereof (the "PURCHASE PRICE") plus accrued interest, if any,
from August 26, 2002 to the Closing Date.

      On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to sell
to the Initial Purchasers the Additional Securities, and the Initial Purchasers
shall have a one-time right to purchase, severally and not jointly, up to
$25,000,000 principal amount of Additional Securities at the Purchase Price plus
accrued interest, if any, from August 26, 2002 to the date of payment and
delivery. If you, on behalf of the Initial Purchasers, elect to exercise such
option, you shall so notify the Company in writing not later than 30 calendar
days after the date of this Agreement, which notice shall specify the principal
amount of Additional Securities to be purchased by the Initial Purchasers and
the date on which such Additional Securities are to be purchased. Such date may
be the same as the Closing Date but not earlier than the Closing Date nor later
than ten business days after the date of such notice. If any Additional
Securities are to be purchased, each Initial Purchaser agrees, severally and not
jointly, to purchase the principal amount of Additional Securities (subject to
such adjustments to eliminate fractional Securities as you may determine) that
bears the same proportion to the total principal amount of Additional Securities
to be purchased as the principal amount of Firm Securities set forth in Schedule
I opposite the name of such Initial Purchaser bears to the total principal
amount of Firm Securities.

      The Company hereby agrees that, without the prior written consent of
Morgan Stanley & Co. Incorporated and Salomon Smith Barney Inc. on behalf of the
Initial Purchasers, it will not, during the period ending 90 days after the date
of the Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any shares of common stock or any securities convertible
into or exercisable or exchangeable for common stock or (ii) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the common stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery
of common stock or such other securities, in cash or otherwise. The foregoing
sentence


                                       5

shall not apply to (A) the sale of the Securities under this Agreement, (B) the
issuance by the Company of any shares of common stock upon the exercise of an
option or warrant or the conversion of a security outstanding on the date hereof
of which the Initial Purchasers have been advised in writing (it being agreed
that the Initial Purchasers shall be deemed to have been advised in writing of
all such options, warrants and securities identified as outstanding in the
Company's periodic reports filed pursuant to the Exchange Act prior to the date
hereof) or (C) the issuance by the Company under its existing employee benefit
plans disclosed in the Company's most recent Proxy Statement filed pursuant to
Section 14 under the Exchange Act or Annual Report on Form 10-K, in accordance
with past practice and the terms of such plans, of shares of common stock and
options to purchase common stock.

      3. Terms of Offering. You have advised the Company that the Initial
Purchasers will make an offering of the Securities purchased by the Initial
Purchasers hereunder, on the terms to be set forth in the Memorandum, as soon as
practicable after this Agreement is entered into as in your judgment is
advisable.

      4. Payment and Delivery. Payment for the Firm Securities shall be made to
the Company in Federal or other funds immediately available in New York City
against delivery of such Firm Securities for the respective accounts of the
several Initial Purchasers at 10:00 a.m., New York City time, on August 26,
2002, or at such other time on the same or such other date, not later than
August 30, 2002, as shall be designated in writing by you. The time and date of
such payment are hereinafter referred to as the "CLOSING Date."

      Payment for any Additional Securities shall be made to the Company in
Federal or other funds immediately available in New York City against delivery
of such Additional Securities for the respective accounts of the several Initial
Purchasers at 10:00 a.m., New York City time, on the date specified in the
notice described in Section 2 or at such other time on the same or on such other
date, in any event not later than 10 calendar days after the date of such
notice, as shall be designated in writing by you. The time and date of such
payment are hereinafter referred to as the "OPTION CLOSING DATE."

      Certificates for the Securities shall be in definitive form or global
form, as specified by you, and registered in such names and in such
denominations as you shall request in writing not later than one full business
day prior to the Closing Date or the Option Closing Date, as the case may be.
The certificates evidencing the Securities shall be delivered to you on the
Closing Date or the Option Closing Date, as the case may be, for the respective
accounts of the several Initial Purchasers, with any transfer taxes payable in
connection with the transfer of the Securities to the Initial Purchasers duly
paid, against payment of the Purchase Price therefor plus accrued interest, if
any, from August 26, 2002 to the date of payment and delivery.

      5. Conditions to the Initial Purchasers' Obligations. The several
obligations of the Initial Purchasers to purchase and pay for the Firm
Securities on the Closing Date are subject to the following conditions:

            (a) Subsequent to the execution and delivery of this Agreement and
      prior to the Closing Date:



                                       6

                  (i) there shall not have occurred any downgrading, nor shall
            any notice have been given of any intended or potential downgrading
            or of any review for a possible change that does not indicate the
            direction of the possible change, in the rating accorded the Company
            or any of the Company's securities or in the rating outlook for the
            Company by any "nationally recognized statistical rating
            organization," as such term is defined for purposes of Rule
            436(g)(2) under the Securities Act; and

                  (ii) there shall not have occurred any change, or any
            development involving a prospective change, in the condition,
            financial or otherwise, or in the earnings, business or operations
            of the Company and its subsidiaries, taken as a whole, from that set
            forth in the Memorandum, exclusive of any amendments or supplements
            thereto subsequent to the date of this Agreement that, in your
            judgment, is material and adverse and that makes it, in your
            judgment, impracticable or inadvisable to market, sell or deliver
            the Securities on the terms and in the manner contemplated in the
            Memorandum.

            (b) The Initial Purchasers shall have received on the Closing Date a
      certificate, dated the Closing Date and signed by an executive officer of
      the Company, to the effect set forth in Section 5(a)(i) and to the effect
      that the representations and warranties of the Company contained in this
      Agreement are true and correct as of the Closing Date and that the Company
      has complied with all of the agreements and satisfied all of the
      conditions on its part to be performed or satisfied hereunder on or before
      the Closing Date.

            The officer signing and delivering such certificate may rely upon
      the best of his or her knowledge as to proceedings threatened.

            (c) The Initial Purchasers shall have received on the Closing Date
      an opinion of Holland & Knight LLP, outside counsel for the Company, dated
      the Closing Date, to the effect set forth in Exhibit A-1 and an opinion of
      Scott T. Mikuen, Vice President-Counsel, Corporate and Commercial
      Operations, of the Company, to the effect set forth in Exhibit A-2. Such
      opinions shall be rendered to the Initial Purchasers at the request of the
      Company and shall so state therein.

            (d) The Initial Purchasers shall have received on the Closing Date
      an opinion of Cravath, Swaine & Moore, counsel for the Initial Purchasers,
      dated the Closing Date, to the effect set forth in Exhibit B.

            (e) The Initial Purchasers shall have received on each of the date
      hereof and the Closing Date a letter, dated the date hereof or the Closing
      Date, as the case may be, in form and substance satisfactory to the
      Initial Purchasers, from Ernst & Young LLP, independent public
      accountants, containing statements and information of the type ordinarily
      included in accountants' "comfort letters" to underwriters with respect to
      the financial statements and certain financial information contained in or
      incorporated by


                                       7

      reference into the Memorandum; provided that the letter delivered on the
      Closing Date shall use a "cut-off date" not earlier than the date hereof.

            (f) The "lock-up" agreements, each substantially in the form of
      Exhibit C hereto, between you and the executive officers and directors of
      the Company listed on Schedule II hereto relating to sales and certain
      other dispositions of shares of common stock or certain other securities,
      delivered to you on or before the date hereof, shall be in full force and
      effect on the Closing Date.

            (g) The Securities shall have been designated as Portal-eligible
      securities in accordance with the rules and regulations of the NASD and
      the Securities shall be eligible for clearance and settlement through The
      Depository Trust Company.

            (h) The shares of Common Stock issuable upon conversion of the
      Securities shall have been duly listed, subject to notice of issuance, on
      the New York Stock Exchange.

      The several obligations of the Initial Purchasers to purchase Additional
Securities hereunder are subject to the delivery to you on the Option Closing
Date of such documents as you may reasonably request with respect to the good
standing of the Company, the due authorization, execution and authentication of
the Additional Securities and other matters related to the execution and
authentication of the Additional Securities.

      6. Covenants of the Company. In further consideration of the agreements of
the Initial Purchasers contained in this Agreement, the Company covenants with
each Initial Purchaser as follows:

            (a) To furnish to you in New York City, without charge, prior to
      10:00 a.m. New York City time on the second business day next succeeding
      the date of this Agreement and during the period mentioned in Section
      6(c), as many copies of the Memorandum, any documents incorporated by
      reference therein and any supplements and amendments thereto as you may
      reasonably request.

            (b) Before amending or supplementing the Memorandum, to furnish to
      you a copy of each such proposed amendment or supplement and not to use
      any such proposed amendment or supplement to which you reasonably object.

            (c) If, during the period from the date hereof to the date on which
      all of the Securities shall have been sold by the Initial Purchasers, any
      event shall occur or condition exist as a result of which it is necessary
      to amend or supplement the Memorandum in order to make the statements
      therein, in the light of the circumstances when the Memorandum is
      delivered to a purchaser, not misleading, or if, in the opinion of counsel
      for the Initial Purchasers, it is necessary to amend or supplement the
      Memorandum to comply with applicable law, forthwith to prepare and
      furnish, at its own expense, to the Initial Purchasers, either amendments
      or supplements to the Memorandum so that the statements in the Memorandum
      as so amended or supplemented


                                       8

      will not, in the light of the circumstances when the Memorandum is
      delivered to a purchaser, be misleading or so that the Memorandum, as
      amended or supplemented, will comply with applicable law.

            (d) To endeavor, if required by applicable law, to qualify the
      Securities for offer and sale under the securities or Blue Sky laws of
      such jurisdictions as you shall reasonably request; provided that the
      Company will not be required to (i) qualify as a foreign corporation or as
      a dealer in securities in any jurisdiction where it would not otherwise be
      required to qualify but for this Agreement or (ii) take any action that
      would subject it to general service of process in suits or to taxation in
      any such jurisdiction where it is not then so subject.

            (e) Whether or not the transactions contemplated in this Agreement
      are consummated or this Agreement is terminated, to pay or cause to be
      paid all expenses incident to the performance of the Company's obligations
      under this Agreement, including: (i) the fees, disbursements and expenses
      of the Company's counsel and the Company's accountants in connection with
      the issuance and sale of the Securities and all other fees or expenses in
      connection with the preparation of the Memorandum and all amendments and
      supplements thereto, including all printing costs associated therewith,
      and the delivering of copies thereof to the Initial Purchasers, in the
      quantities herein above specified, (ii) all costs and expenses related to
      the transfer and delivery of the Securities to the Initial Purchasers,
      including any transfer or other taxes payable thereon, (iii) the cost of
      printing or producing any Blue Sky or legal investment memorandum in
      connection with the offer and sale of the Securities under state
      securities laws and all expenses in connection with the qualification of
      the Securities for offer and sale under state securities laws as provided
      in Section 6(d) hereof, including filing fees and the reasonable fees and
      disbursements of counsel for the Initial Purchasers in connection with
      such qualification and in connection with the Blue Sky or legal investment
      memorandum, (iv) any fees charged by rating agencies for the rating of the
      Securities, (v) all document production charges and expenses of counsel to
      the Initial Purchasers (but not including their fees for professional
      services) in connection with the preparation of this Agreement, (vi) the
      fees and expenses, if any, incurred in connection with the admission of
      the Securities for trading in PORTAL or any appropriate market system and
      the listing of the Underlying Securities issuable upon conversion of the
      Securities, (vii) the costs and charges of the Trustee and any transfer
      agent, registrar or depositary, (viii) the cost of the preparation,
      issuance and delivery of the Securities and the Underlying Securities
      issuable upon conversion of the Securities, (ix) the costs and expenses of
      the Company relating to investor presentations on any "road show"
      undertaken in connection with the marketing of the offering of the
      Securities, including, without limitation, expenses associated with the
      production of road show slides and graphics, fees and expenses of any
      consultants engaged in connection with the road show presentations with
      the prior approval of the Company, travel and lodging expenses of the
      representatives and officers of the Company and any such consultants, and
      the cost of any aircraft chartered by the Company in connection with the
      road show, and (x) all other costs and expenses incident to the
      performance of the obligations of the Company hereunder for which
      provision is not otherwise made in this Section. It is understood,
      however, that except as provided in


                                       9

      this Section, Section 8, and the last paragraph of Section 10, the Initial
      Purchasers will pay all of their costs and expenses, including fees and
      disbursements of their counsel, transfer taxes payable on resale of any of
      the Securities by them and any advertising expenses connected with any
      offers they may make.

            (f) Neither the Company nor any Affiliate, nor any person acting on
      its or their behalf, will sell, offer for sale or solicit offers to buy or
      otherwise negotiate in respect of any security (as defined in the
      Securities Act) which could be integrated with the sale of the Securities
      in a manner which would require the registration under the Securities Act
      of the Securities.

            (g) Neither the Company nor any Affiliate, nor any person acting on
      its or their behalf, will, in connection with any offer or sale of the
      Securities or the Underlying Securities in the United States, solicit any
      offer to buy or offer or sell the Securities or the Underlying Securities
      by means of any form of general solicitation or general advertising (as
      those terms are used in Regulation D under the Securities Act) or in any
      manner involving a public offering within the meaning of Section 4(2) of
      the Securities Act.

            (h) While any of the Securities or the Underlying Securities remain
      "restricted securities" within the meaning of the Securities Act, to make
      available, upon request, to any seller of such Securities the information
      specified in Rule 144A(d)(4) under the Securities Act, unless the Company
      is then subject to Section 13 or 15(d) of the Exchange Act and current in
      its reporting requirements thereunder.

            (i) If requested by you, to use commercially reasonable efforts to
      permit the Securities to be designated PORTAL securities in accordance
      with the rules and regulations adopted by the National Association of
      Securities Dealers, Inc. relating to trading in the PORTAL Market.

            (j) Neither the Company nor any Affiliate, nor any person acting on
      its or their behalf, will engage in any directed selling efforts (as that
      term is defined in Regulation S) with respect to the Securities, and the
      Company and its Affiliates and each person acting on its or their behalf
      (other than the Initial Purchasers) will comply with the offering
      restrictions requirement of Regulation S.

            (k) During the period of two years after the Closing Date or the
      Option Closing Date, if later, the Company will not, and will not permit
      any of its Affiliates to resell any of the Securities or the Underlying
      Securities which constitute "restricted securities" under Rule 144 that
      have been reacquired by any of them.

            (l) Not to take any action prohibited by Regulation M under the
      Exchange Act in connection with the distribution of the Securities
      contemplated hereby.

            (m) The Company will cooperate with the Initial Purchasers and use
      commercially reasonable efforts to permit the Securities to be eligible
      for clearance and settlement through The Depository Trust Company.



                                       10

            (n) The Company will reserve and keep available at all times, free
      of preemptive rights, shares of Common Stock for the purpose of enabling
      the Company to satisfy any obligations to issue shares of Common Stock
      upon conversion of the Securities.

            (o) The Company shall duly list the shares of Common Stock issuable
      upon conversion of the Securities on the New York Stock Exchange, subject
      to official notice of issuance.

            (p) Between the date hereof and the latest of (1) the Closing Date,
      (2) the expiration of the period during which the Initial Purchasers may
      exercise their right to purchase the Additional Securities and (3) the
      Option Closing Date, the Company will not do or authorize any act or thing
      that would result in an adjustment of the conversion price of the
      Securities.

            (q) Any information provided by the Company to publishers of
      publicly available databases about the terms of the Securities shall
      include a statement that the Securities have not been registered under the
      Securities Act and are subject to restrictions under Rule 144A and
      Regulation S.

            (r) The Company will refuse, and will cause all applicable trustees
      and transfer agents to refuse, to register any transfer of Securities or
      Underlying Securities issued upon conversion of Securities if such
      transfer is not made in accordance with the provisions of Regulation S
      under the Securities Act, pursuant to an effective registration statement
      under the Securities Act or pursuant to an available exemption from the
      registration requirements of the Securities Act; provided that the
      provisions of this paragraph shall not be applicable to any Security or
      Underlying Security which has been transferred pursuant to an effective
      registration statement or Rule 144 under the Securities Act, and, as a
      result of which, or otherwise, is no longer subject to restrictions on
      transfer under the Securities Act.

            (s) All of the Securities and Underlying Securities issuable upon
      conversion thereof will contain a legend to the effect that the transfer
      thereof is prohibited except in accordance with the provisions of
      Regulation S, pursuant to an effective registration statement under the
      Securities Act or pursuant to an available exemption from registration
      under the Securities Act and that hedging transactions involving those
      Securities or Underlying Securities may not be conducted unless in
      compliance with the Securities Act; provided that such legend may be
      removed if such Securities or Underlying Securities issuable upon
      conversion thereof have been transferred pursuant to an effective
      registration statement or when eligible for resale under Rule 144 under
      the Securities Act, and, as a result of which, or otherwise, are no longer
      subject to restrictions on transfer under the Securities Act.

      7. Offering of Securities; Restrictions on Transfer. (a) Each Initial
Purchaser, severally and not jointly, represents and warrants that such Initial
Purchaser is a qualified


                                       11

institutional buyer as defined in Rule 144A under the Securities Act (a "QIB").
Each Initial Purchaser, severally and not jointly, agrees with the Company that
(i) it will not solicit offers for, or offer or sell, such Securities by any
form of general solicitation or general advertising (as those terms are used in
Regulation D under the Securities Act) or in any manner involving a public
offering within the meaning of Section 4(2) of the Securities Act in connection
with any offer and sale of the Securities in the United States and (ii) it will
solicit offers for such Securities only from, and will offer such Securities
only (A) to persons that it reasonably believes to be QIBs or (B) to persons
other than U.S. persons (as such term is defined in Regulation S) in reliance
upon Regulation S, that, in each case, in purchasing such Securities are deemed
to have represented and agreed as provided in the Memorandum under the caption
"Notice to Investors" and, in connection with each such sale pursuant to Rule
144A, it has taken or will take reasonable steps to ensure that the purchaser of
such Securities is aware that such sale is being made in reliance on Rule 144A.

      (b) Each Initial Purchaser, severally and not jointly, further represents,
warrants, and agrees with respect to offers and sales pursuant to Regulation S
that:

            (i) such Initial Purchaser has offered the Securities and will offer
      and sell the Securities (A) as part of their distribution at any time and
      (B) otherwise until one year after the later of the commencement of the
      offering and the Closing Date (or Option Closing Date, if later), only in
      accordance with Rule 903 of Regulation S; accordingly, neither such
      Initial Purchaser, its Affiliates nor any persons acting on its or their
      behalf have engaged or will engage in any directed selling efforts (within
      the meaning of Regulation S) with respect to the Securities, and any such
      Initial Purchaser, its Affiliates and any such persons have complied and
      will comply with the offering restrictions requirement of Regulation S;

            (ii) each Initial Purchaser agrees that it will not engage, directly
      or indirectly, in hedging transactions with regard to the Securities or
      the Underlying Securities issuable upon conversion thereof prior to the
      expiration of one year after the later of the commencement of the offering
      and the Closing Date (or Option Closing Date, if later) unless in
      compliance with the Securities Act;

            (iii) such Initial Purchaser agrees that, at or prior to
      confirmation of sales of the Securities (other than sales pursuant to Rule
      144A) it will have sent to each distributor, dealer or person receiving a
      selling concession, fee or other remuneration that purchases Securities
      from it during the one year distribution compliance period a confirmation
      or notice to substantially the following effect:

                  "The Securities covered hereby have not been registered under
            the U.S. Securities Act of 1933 (the "Securities Act") and may not
            be offered and sold within the United States or to, or for the
            account or benefit of, U.S. persons (i) as part of their
            distribution at any time or (ii) otherwise until one year after the
            later of the commencement of the offering and August 26, 2002,
            except in either case in accordance with Regulation S (or Rule 144A
            if available) under the Securities Act. Hedging transactions with
            regard to the Securities or the Underlying


                                       12

            Securities issuable upon conversion of the Securities may not be
            conducted, directly or indirectly, prior to the expiration of one
            year after the later of the commencement of the offering and August
            26, 2002 unless in compliance with the Securities Act. Terms used
            above have the meaning given to them by Regulation S.";

            (iv) such Initial Purchaser (i) has not offered or sold and, prior
      to the expiry of a period of six months from the Closing Date, will not
      offer or sell any Securities to persons in the United Kingdom except to
      persons whose ordinary activities involve them in acquiring, holding,
      managing or disposing of investments (as principal or agent) for the
      purposes of their businesses or otherwise in circumstances which have not
      resulted and will not result in an offer to the public in the United
      Kingdom within the meaning of the Public Offers of Securities Regulations
      1995; (ii) has only communicated or caused to be communicated and will
      only communicate or cause to be communicated any invitation or inducement
      to engage in investment activity (within the meaning of section 21 of the
      Financial Services and Markets Act 2000 ("FSMA")) received by it in
      connection with the issue or sale of any Securities in circumstances in
      which section 21(1) of the FSMA would not, if the Company was not an
      authorized person, apply to the Company; and (iii) has complied and will
      comply with all applicable provisions of the FSMA with respect to anything
      done by it in relation to the Securities in, from or otherwise involving
      the United Kingdom; and

            (v) each Initial Purchaser also represents and agrees that it has
      not entered and will not enter into any contractual arrangement with any
      distributor with respect to the distribution of the Securities, except
      with its Affiliates or with the prior written consent of the Company.

Terms used in this Section 7(b) have the meanings given to them by Regulation S.

      8. Indemnity and Contribution. (a) The Company agrees to indemnify and
hold harmless each Initial Purchaser and each person, if any, who controls any
Initial Purchaser within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any
such action or claim) caused by any untrue statement or alleged untrue statement
of a material fact contained in the Memorandum (as amended or supplemented if
the Company shall have furnished any amendments or supplements thereto), or
caused by any omission or alleged omission to state therein a material fact
necessary to make the statements therein in the light of the circumstances under
which they were made not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to any
Initial Purchaser furnished to the Company in writing by such Initial Purchaser
through you expressly for use therein.

      (b) Each Initial Purchaser agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers and each person, if
any, who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Company to such Initial


                                       13

Purchaser, but only with reference to information relating to such Initial
Purchaser furnished to the Company in writing by such Initial Purchaser through
you expressly for use in either Memorandum or any amendments or supplements
thereto.

      (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to Section 8(a) or 8(b), such person (the "INDEMNIFIED PARTY")
shall promptly notify the person against whom such indemnity may be sought (the
"INDEMNIFYING PARTY") in writing and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the reasonable
fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
and expenses shall be reimbursed as they are incurred. Such separate firm shall
be designated in writing by Morgan Stanley & Co. Incorporated and Salomon Smith
Barney Inc., in the case of parties indemnified pursuant to Section 8(a), and by
the Company, in the case of parties indemnified pursuant to Section 8(b). The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30
days after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.

      (d) To the extent the indemnification provided for in Section 8(a) or 8(b)
is unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each indemnifying party
under such paragraph, in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by such


                                       14

indemnified party as a result of such losses, claims, damages or liabilities (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Initial Purchasers on the other hand from
the offering of the Securities or (ii) if the allocation provided by clause
8(d)(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
8(d)(i) above but also the relative fault of the Company on the one hand and of
the Initial Purchasers on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Initial Purchasers on the other hand in
connection with the offering of the Securities shall be deemed to be in the same
respective proportions as the net proceeds from the offering of the Securities
(before deducting expenses) received by the Company and the total discounts and
commissions received by the Initial Purchasers, in each case as set forth in the
Memorandum, bear to the aggregate offering price of the Securities. The relative
fault of the Company on the one hand and of the Initial Purchasers on the other
hand shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or by the Initial Purchasers and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The Initial Purchasers' respective obligations to contribute pursuant to this
paragraph are several in proportion to the respective principal amount of
Securities they have purchased hereunder, and not joint.

      (e) The Company and the Initial Purchasers agree that it would not be just
or equitable if contribution pursuant to Section 8(d) were determined by pro
rata allocation (even if the Initial Purchasers were treated as one entity for
such purpose) or by any other method of allocation that does not take account of
the equitable considerations referred to in Section 8(d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in Section 8(d) shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 8, no Initial
Purchaser shall be required to contribute any amount in excess of the amount by
which the total price at which the Securities resold by it in the initial
placement of such Securities were offered to investors exceeds the amount of any
damages that such Initial Purchaser has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The remedies provided
for in this Section 8 are not exclusive and shall not limit any rights or
remedies which may otherwise be available to any indemnified party at law or in
equity.

      (f) The indemnity and contribution provisions contained in this Section 8
and the representations, warranties and other statements of the Company
contained in this Agreement shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation made
by or on behalf of any Initial Purchaser or any person controlling any Initial
Purchaser or by or on behalf of the Company, its officers or directors or


                                       15

any person controlling the Company and (iii) acceptance of and payment for any
of the Securities.

      9. Termination. This Agreement shall be subject to termination by notice
given by you to the Company, if (a) after the execution and delivery of this
Agreement and prior to the Closing Date (i) trading generally shall have been
suspended or materially limited, or minimum or maximum prices for trading shall
have been fixed or maximum ranges for prices shall have been required, on or by,
as the case may be, any of the New York Stock Exchange, the American Stock
Exchange, the National Association of Securities Dealers, Inc., the Chicago
Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board
of Trade or the clearance or settlement of such trading generally shall have
been materially disrupted, (ii) trading of any securities of the Company shall
have been suspended on any exchange or in any over-the-counter market, (iii) a
general moratorium on commercial banking activities in New York shall have been
declared by either Federal or New York State authorities or a material
disruption in commercial banking in the United States shall have occurred or
(iv) there shall have occurred any outbreak or escalation of hostilities,
including any act or acts of terrorism, or any change in financial markets or
any calamity or crisis that, in your judgment, is material and adverse and (b)
in the case of any of the events specified in clauses 9(a)(i) through 9(a)(iv),
such event, singly or together with any other such event, makes it, in your
judgment, impracticable or inadvisable to market, sell or deliver the Securities
on the terms and in the manner contemplated in the Memorandum.

      10. Effectiveness; Defaulting Initial Purchasers. This Agreement shall
become effective upon the execution and delivery hereof by the parties hereto.

      If, on the Closing Date, or the Option Closing Date, as the case may be,
any one or more of the Initial Purchasers shall fail or refuse to purchase
Securities that it or they have agreed to purchase hereunder on such date, and
the aggregate principal amount of Securities which such defaulting Initial
Purchaser or Initial Purchasers agreed but failed or refused to purchase is not
more than one-tenth of the aggregate principal amount of Securities to be
purchased on such date, the other Initial Purchasers shall be obligated
severally in the proportions that the principal amount of Firm Securities set
forth opposite their respective names in Schedule I bears to the aggregate
principal amount of Firm Securities set forth opposite the names of all such
non-defaulting Initial Purchasers, or in such other proportions as you may
specify, to purchase the Securities which such defaulting Initial Purchaser or
Initial Purchasers agreed but failed or refused to purchase on such date;
provided that in no event shall the principal amount of Securities that any
Initial Purchaser has agreed to purchase pursuant to this Agreement be increased
pursuant to this Section 10 by an amount in excess of one-ninth of such
principal amount of Securities without the written consent of such Initial
Purchaser. If, on the Closing Date any Initial Purchaser or Initial Purchasers
shall fail or refuse to purchase Firm Securities which it or they have agreed to
purchase hereunder on such date and the aggregate principal amount of Securities
with respect to which such default occurs is more than one-tenth of the
aggregate principal amount of Firm Securities to be purchased on such date, and
arrangements satisfactory to you and the Company for the purchase of such Firm
Securities are not made within 36 hours after such default, this Agreement shall
terminate without liability on the part of any non-defaulting Initial Purchaser
or of the Company. In any such case either you or the


                                       16

Company shall have the right to postpone the Closing Date, but in no event for
longer than seven days, in order that the required changes, if any, in the
Memorandum or in any other documents or arrangements may be effected. If, on the
Option Closing Date, any Initial Purchaser or Initial Purchasers shall fail or
refuse to purchase Additional Securities and the aggregate principal amount of
Additional Securities with respect to which such default occurs is more than
one-tenth of the aggregate principal amount of Additional Securities to be
purchased, the non-defaulting Initial Purchasers shall have the option to (a)
terminate their obligation hereunder to purchase Additional Securities or (b)
purchase not less than the principal amount of Additional Securities that such
non-defaulting Initial Purchasers would have been obligated to purchase in the
absence of such default. Any action taken under this paragraph shall not relieve
any defaulting Initial Purchaser from liability in respect of any default of
such Initial Purchaser under this Agreement.

      If this Agreement shall be terminated by the Initial Purchasers, or any of
them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Initial Purchasers or such Initial
Purchasers as have so terminated this Agreement with respect to themselves,
severally, for all out-of-pocket expenses (including the fees and disbursements
of their counsel) reasonably incurred by such Initial Purchasers in connection
with this Agreement or the offering contemplated hereunder.

      11. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

      12. Applicable Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.

      13. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.



                                       17

                                          Very truly yours,

                                          HARRIS CORPORATION

                                          By:  /s/ D. S. Wasserman
                                             -----------------------------------
                                             Name:   David S. Wasserman
                                             Title:  Vice President, Treasurer

Accepted as of the date hereof

Morgan Stanley & Co. Incorporated
Salomon Smith Barney Inc.
SunTrust Capital Markets, Inc.
Wachovia Securities, Inc.

Acting severally on behalf of themselves
   and the several Initial Purchasers
   named in Schedule I hereto.

By: Morgan Stanley & Co. Incorporated

By:  /s/ Daniel Simkowitz
   ----------------------------------
   Name:  Daniel Simkowitz
   Title: Managing Director


                                       18

                                                                      SCHEDULE I



                                                  PRINCIPAL AMOUNT OF FIRM
            INITIAL PURCHASER                    SECURITIES TO BE PURCHASED
- -----------------------------------------        --------------------------
                                              
Morgan Stanley & Co. Incorporated........                       $53,125,000

Salomon Smith Barney Inc.................                        53,125,000

SunTrust Capital Markets, Inc............                         6,250,000

Wachovia Securities, Inc.................                        12,500,000
                                                               ------------

      Total:.............................                      $125,000,000
                                                               ============




                                       19

                                                                     SCHEDULE II

                      Persons to Deliver Lock-Up Agreements

Thomas A. Dattilo
Alfred C. DeCrane, Jr.
Ralph D. DeNunzio
Joseph L. Dionne
Phillip W. Farmer
Lewis Hay III
Karen Katen
Stephen P. Kaufman
David B. Rickard
Gregory T. Swienton


Bruce M. Allan
Richard L. Ballantyne
James L. Christie
Allen E. Dukes
Nick E. Heldreth
Robert K. Henry
Gary L. McArthur
Chester A. Massari
Daniel R. Pearson
Bryan R. Roub
David S. Wasserman



                                       20

                                                                     EXHIBIT A-1

                         OPINION OF HOLLAND & KNIGHT LLP

      The opinion of the counsel for the Company, to be delivered pursuant to
Section 5(c) of the Purchase Agreement shall be to the effect that:

      A.    The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the State of Delaware, has the
corporate power and authority to own its property and to conduct its business as
described in the Memorandum, the Company is duly qualified to transact business
in California, Florida, Illinois, Massachusetts, New York, Ohio and Texas, the
Company's status is active in the State of Florida, and the Company is in good
standing in each other jurisdiction listed in this paragraph.

      B.    The Purchase Agreement has been duly authorized, executed and
delivered by the Company.

      C.    The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Memorandum.

      D.    The Securities have been duly authorized by the Company and, when
executed and authenticated in accordance with the provisions of the Indenture
and delivered to and paid for by the Initial Purchasers in accordance with the
terms of the Purchase Agreement, will be valid and binding obligations of the
Company, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
general principles of equity, and will be entitled to the benefits of the
Indenture pursuant to which such Securities are to be issued and of the
Registration Rights Agreement.

      E.    The Underlying Securities reserved for issuance upon conversion of
the Securities have been duly authorized and reserved and, when issued upon
conversion of the Securities in accordance with the terms of the Securities,
will be validly issued, fully paid and non-assessable, and the issuance of the
Underlying Securities will not be subject to any preemptive or similar rights.

      F.    Each of the Indenture and the Registration Rights Agreement has been
duly authorized, executed and delivered by, and is a valid and binding agreement
of, the Company, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
general principles of equity and except as rights to indemnification and
contribution under the Registration Rights Agreement may be limited under
Applicable Law.

      G.    The execution and delivery by the Company of, and the performance by
the Company of its obligations under, the Purchase Agreement, the Indenture, the
Registration Rights Agreement and the Securities will not contravene (i) any
provision of Applicable Law or the certificate of incorporation or by-laws of
the Company, (ii) any agreement or other


                                       21

instrument listed as an exhibit to the Company's Annual Report on Form 10-K/A
for the year ended June 29, 2001 (the "2001 Form 10-K") or Quarterly Reports on
Form 10-Q/A for the periods ended September 28, 2001 and December 28, 2001, or
Quarterly Report on Form 10-Q for the period ended March 29, 2002 or that would
be required to be filed as a material agreement exhibit to a quarterly report by
the Company on Form 10-Q (provided, that in determining which documents would be
required to be so filed, such counsel may rely on an officer's certificate that
specifies the agreements that the Company would be required to be so filed), or
(iii) to the best of such counsel's knowledge, any judgment, order or decree of
any governmental body, agency or court having jurisdiction over the Company or
any subsidiary.

      H.    No Governmental Approval is required for the performance by the
Company of its obligations under the Purchase Agreement, the Indenture, the
Registration Rights Agreement or the Securities, except such as may be required
by the securities or blue sky laws of the various states in connection with the
offer and sale of the Securities and by federal and state securities laws with
respect to the Company's obligations under the Registration Rights Agreement.

      I.    After due inquiry, such counsel does not know of any legal or
governmental proceedings pending or threatened to which the Company or any of
its subsidiaries is a party or to which any of the properties of the Company or
any of its subsidiaries is subject and that would be required to be described by
the Company in Item 3 of an annual report on Form 10-K, other than proceedings
fairly summarized in all material respects in the Memorandum.

      J.    The Company is not, and after giving effect to the offering and sale
of the Securities and the application of the proceeds thereof as described in
the Memorandum will not be, required to register as an "investment company" as
such term is defined in the Investment Company Act of 1940, as amended.

      K.    The statements in the Memorandum under the captions "Description of
Debentures," "Description of Capital Stock," "Business-Legal Proceedings," "Plan
of Distribution," "Notice to Investors" and in "Item 3-Legal Proceedings" of the
Company's most recent annual report on Form 10-K/A, insofar as such statements
constitute summaries of the legal matters, documents or proceedings referred to
therein, fairly summarize the matters referred to therein.

      L.    The statements in the Memorandum under the caption "Certain United
States Federal Income Tax Considerations," insofar as such statements constitute
a summary of the United States Federal tax laws referred to therein, are
accurate and fairly summarize in all material respects the United States Federal
tax laws referred to therein.

      M.    Such counsel (i) is of the opinion that each document incorporated
by reference in the Memorandum (except for financial statements and schedules
and other financial and statistical data included therein as to which such
counsel need not express any opinion), complied as to form when filed with the
Commission in all material respects with the Exchange Act and the rules and
regulations of the Commission thereunder and (ii) has no reason to believe that
(except for financial statements and schedules and other financial and
statistical data as to which such counsel need not express any belief) the
Memorandum when issued contained, or as


                                       22

of the date such opinion is delivered contains, any untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

      With respect to the matters referred to in the paragraph above, counsel
may state that his or her opinions or beliefs are based upon his or her
participation in the preparation of the Memorandum (and any amendments or
supplements thereto) and in conferences with representatives of the Company and
the independent accountants of the Company, at which the contents of the
Memorandum were discussed and review of the documents incorporated by reference
therein but, except as set forth in paragraphs 12 and 13 are without independent
check or verification.

      N.    Based upon the representations, warranties and agreements of the
Company in Sections 1(p), 1(q), 6(f), 6(g) and 6(j) of the Purchase Agreement
and of the Initial Purchasers in Section 7 of the Purchase Agreement, it is not
necessary in connection with the offer, sale and delivery of the Securities to
the Initial Purchasers under the Purchase Agreement or in connection with the
initial resale of such Securities by the Initial Purchasers in accordance with
Section 7 of the Purchase Agreement to register the Securities under the
Securities Act of 1933 or to qualify the Indenture under the Trust Indenture Act
of 1939, it being understood that no opinion is expressed as to any subsequent
resale of any Security or Underlying Security.






                                       23

                                                                     EXHIBIT A-2

                           OPINION OF COMPANY COUNSEL

      The opinion of Scott T. Mikuen, Vice President-Counsel, Corporate &
Commercial Operations for the Company, to be delivered pursuant to Section 5(c)
of the Purchase Agreement shall be to the effect that:

      A.    The execution and delivery by the Company of, and the performance by
the Company of its obligations under, the Purchase Agreement, the Indenture, the
Registration Rights Agreement and the Securities will not contravene (i) any
provision of applicable law or the certificate of incorporation or by-laws of
the Company except that no opinion is given by such counsel as to rights to
indemnification and contribution under the Purchase Agreement or the
Registration Rights Agreement, (ii) to the best of such counsel's knowledge any
agreement or other instrument binding upon the Company or any of its
subsidiaries that is material to the Company and its subsidiaries, taken as a
whole, or (iii) to the best of such counsel's knowledge, any judgment, order or
decree of any governmental body, agency or court having jurisdiction over the
Company.

      B.    No Governmental Approval is required for the performance by the
Company of its obligations under the Purchase Agreement, the Indenture, the
Registration Rights Agreement or the Securities, except such as may be required
by the securities or blue sky laws of the various states in connection with the
offer and sale of the Securities and by federal and state securities laws with
respect to the Company's obligations under the Registration Rights Agreement.

      C.    After due inquiry, such counsel does not have knowledge of any legal
or governmental proceedings pending or threatened to which the Company or any of
its subsidiaries is a party or to which any of the properties of the Company or
any of its subsidiaries is subject other than proceedings fairly summarized in
all material respects in the Memorandum and proceedings which such counsel
believes are not likely to have a material adverse effect on the Company and its
subsidiaries, taken as a whole, or on the power or ability of the Company to
perform its obligations under the Purchase Agreement, the Indenture, the
Registration Rights Agreement or the Securities or to consummate the
transactions contemplated by the Memorandum.

      D.    Such counsel (i) is of the opinion that each document incorporated
by reference in the Memorandum (except for financial statements and schedules
and other financial and statistical data included therein as to which such
counsel need not express any opinion), complied as to form when filed with the
Commission in all material respects with the Exchange Act and the rules and
regulations of the Commission thereunder and (ii) has no reason to believe that
(except for financial statements and schedules and other financial and
statistical data as to which such counsel need not express any belief) the
Memorandum when issued contained, or as of the date such opinion is delivered
contains, any untrue statement of a material fact or omitted


                                       24

or omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

      With respect to the matters referred to in the paragraph above, counsel
may state that his or her opinions or beliefs are based upon his or her
participation in the preparation of the Memorandum (and any amendments or
supplements thereto) and in conferences with representatives of the Company and
the independent accountants of the Company, at which the contents of the
Memorandum were discussed and review of the documents incorporated by reference
therein, but except as set forth in paragraph C above, are without independent
check or verification.










                                       25

                                                                       EXHIBIT B

                       OPINION OF CRAVATH, SWAINE & MOORE

      The opinion of Cravath, Swaine & Moore to be delivered pursuant to Section
5(d) of the Purchase Agreement shall be to the effect that:

      A.    The Purchase Agreement has been duly authorized, executed and
delivered by the Company.

      B.    The Debentures conform in all material respects to the description
thereof contained in the Memorandum.

      C.    The Indenture has been duly authorized, executed and delivered by
the Company and constitutes a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms (subject
to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and other similar laws affecting creditors' rights generally from time
to time in effect and to general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing, regardless of whether considered in a proceeding in equity or at law).

      D.    The Debentures have been duly authorized by the Company and, when
executed and authenticated in accordance with the provisions of the Indenture
and delivered to and paid for by the Initial Purchasers pursuant to the Purchase
Agreement, will constitute legal, valid and binding obligations of the Company
entitled to the benefits of the Indenture and enforceable against the Company in
accordance with their terms (subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and other similar laws affecting
creditors' rights generally from time to time in effect and to general
principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether in a
proceeding in equity or at law).

      E.    The Debentures are convertible into shares of Common Stock of the
Company in accordance with the terms of the Indenture; the shares of Common
Stock initially issuable upon conversion of the Debentures have been duly
authorized and validly reserved for issuance upon such conversion of the
Debentures, and such shares, when issued and delivered upon such conversion in
the manner provided in the Indenture, will be validly issued, fully paid and
nonassessable. As of the date of such opinion, holders of outstanding shares of
Common Stock are not entitled to statutory preemptive rights in connection with
the issuance of such shares upon such conversion.

      F.    Assuming (i) the accuracy of, and compliance with, the
representations, warranties and covenants of the Company in Sections 1 and 6 of
the Purchase Agreement, (ii) the accuracy of, and compliance with, the
representations, warranties and covenants of the Initial Purchasers in Section 7
of the Purchase Agreement, (iii) the accuracy of, and compliance with, the
representations and warranties of each of the purchasers to whom the Initial
Purchasers initially resell the Debentures, as specified in the Memorandum under
the caption "Notice to


                                       26

Investors", (iv) the compliance by the Initial Purchasers with the offering and
transfer procedures and restrictions described in the Memorandum, (v) receipt by
each purchaser to whom the Initial Purchasers initially resell the Debentures of
a copy of the Offering Memorandum prior to such sale and (vi) that any
information provided by the Company or the Initial Purchasers to publishers of
publicly available databases about the terms of the Debentures shall include a
statement that the Securities have not been registered under the Act and are
subject to restrictions under Rule 144A and Regulation S, it is not necessary in
connection with the offer, sale and delivery of the Debentures or in connection
with the initial resale of the Debentures in the manner contemplated by the
Purchase Agreement and the Memorandum to register the Debentures under the
Securities Act and it is not necessary to qualify the Indenture under the Trust
Indenture Act of 1939, as amended, it being understood that no opinion is
expressed as to any subsequent resale of any Debentures or the Underlying
Securities.

      In addition, in a separate letter dated the Closing Date, Cravath, Swaine
and Moore shall state that:

      Although such counsel has made certain inquiries and investigations in
connection with the preparation of the Memorandum, the limitations inherent in
the role of outside counsel are such that such counsel cannot and does not
assume responsibility for the accuracy or completeness of the statements made in
the Final Memorandum, except insofar as such statements relate to such counsel
and except to the extent set forth in paragraph (B) of such counsel's opinion
dated the date hereof. Subject to the foregoing, such counsel hereby advises you
that such counsel's work in connection with this matter did not disclose any
information that gave such counsel reason to believe that the Memorandum (except
for the financial statements and other information of an accounting, statistical
or financial nature included therein, as to which such counsel does not express
any view), as of its date or as of the Closing Date, included or includes an
untrue statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.




                                       27

                                                                       EXHIBIT C

                            [FORM OF LOCK-UP LETTER]

                                          August ___, 2002



Morgan Stanley & Co. Incorporated
Salomon Smith Barney Inc.
    as Representatives of the Initial Purchasers
c/o Morgan Stanley & Co. Incorporated
1585 Broadway

New York, NY 10036

Dear Sirs and Mesdames:

      The undersigned understands that Morgan Stanley & Co. Incorporated
("Morgan Stanley") and Salomon Smith Barney Inc. ("SSB") propose to enter into a
Purchase Agreement (the "Purchase Agreement") with Harris Corporation, a
Delaware corporation (the "Company"), providing for the offering (the
"Offering") by the several Initial Purchasers named therein, including Morgan
Stanley and SSB (the "Initial Purchasers"), of certain convertible debentures of
the Company (the "Securities"). The Securities will be convertible into shares
of Common Stock, par value $1.00 of the Company (the "Common Stock").

      To induce the Initial Purchasers that may participate in the Offering to
continue their efforts in connection with the Offering, the undersigned hereby
agrees that, without the prior written consent of Morgan Stanley and SSB on
behalf of the Initial Purchasers, it will not, during the period commencing on
the date hereof and ending 90 days after the date of the final offering
memorandum relating to the Offering (the "Final Memorandum"), (1) offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase,
lend, or otherwise transfer or dispose of, directly or indirectly, any shares of
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock or (2) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership
of the Common Stock, whether any such transaction described in clause (1) or (2)
above is to be settled by delivery of Common Stock or such other securities, in
cash or otherwise. The foregoing sentence shall not apply to (a) transactions
relating to shares of Common Stock or other securities acquired in open market
transactions after the completion of the Offering, (b) transfers of Common Stock
or options to purchase Common Stock made as a bona fide gift or gifts, provided
that the donee or donees thereof agree to be bound by the restrictions set forth
herein or (c) transfers of shares of Common Stock or options to purchase Common
Stock made to any trust for the direct or indirect benefit of the undersigned or
the immediate family of the undersigned, provided that the trustee of the trust
agrees to be bound by the restrictions set forth herein, and


                                       28

provided further that any such transfer shall not involve a disposition for
value or (d) deemed sales upon the withholding of shares to pay the exercise
price of options or the related tax payments upon such exercise. In addition,
the undersigned agrees that, without the prior written consent of Morgan Stanley
and SSB on behalf of the Initial Purchasers, it will not, during the period
commencing on the date hereof and ending 90 days after the date of the Final
Memorandum, make any demand for or exercise any right with respect to, the
registration of any shares of Common Stock or any security convertible into or
exercisable or exchangeable for Common Stock. The undersigned also agrees and
consents to the entry of stop transfer instructions with the Company's transfer
agent and registrar against the transfer of the undersigned's share of Common
Stock except in compliance with the foregoing restrictions. The undersigned
understands that the Company and the Initial Purchasers are relying upon this
Lock-Up Agreement in proceeding toward consummation of the Offering. The
undersigned further understands that this Lock-Up Agreement is irrevocable and
shall be binding upon the undersigned's heirs, legal representatives, successors
and assigns.

      Whether or not the Offering actually occurs depends on a number of
factors, including market conditions. Any Offering will only be made pursuant to
a Purchase Agreement, the terms of which are subject to negotiation between the
Company and the Initial Purchasers. This Agreement shall terminate and be of no
further force or effect if (a) the undersigned ceases to be an executive officer
or director of the Company, or (b) the Company informs Morgan Stanley and SSB in
writing that it has determined not to enter into the Purchase Agreement or to
effect the Offering.

                                Very truly yours,


                                --------------------------------------
                                (Name)


                                --------------------------------------
                                (Address)





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