Registration No. 333-________

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3REGISTRATION STATEMENT

UNDERTHE SECURITIES ACT OF 1933

COMTECH TELECOMMUNICATIONS CORP.(Exact name of Registrant as specified in its charter)

Delaware(State or other jurisdiction of incorporation or

organization)

105 Baylis RoadMelville, New York 11747

(631) 777-8900(Address, including zip code, and telephone number, including

area code, of Registrant’s principal executive offices)

11-2139466(I.R.S. Employer Identification Number)

Fred KornbergChairman of the Board, Chief Executive Officer and President

Comtech Telecommunications Corp.105 Baylis Road

Melville, New York 11747Telephone: (631) 777-8900

Fax: (631) 777-8877(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of communications to:

Robert A. Cantone, Esq.Proskauer Rose LLP

1585 BroadwayNew York, New York 10036Telephone: (212) 969-3000

Fax: (212) 969-2900

Approximate date of commencement of proposed sale to the public: At such time or times after the effective date of this RegistrationStatement as the selling securityholders shall determine.

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

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

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

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

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

CALCULATION OF REGISTRATION FEE

Title of each class ofsecurity to be registered Amount to be registered

Proposed maximumoffering price per share

Proposed maximumaggregate offering price

Amount of registrationfee

2.0% Convertible Senior Notes due 2024 $ 105,000,000 100%(1) $105,000,000 $13,305.50(2)Common Stock, par value $.10 per share 2,222,220(3) (4) (4) (4)Guarantees of the 2.0% Convertible Senior Notes due 2024 (5) — — (5)

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act.

(2) The fee is calculated pursuant to Section 6(b) of the Securities Act on the basis of the offering price of the notes.(3) This number represents the number of shares of common stock that are initially issuable upon conversion of the notes registered hereby, at

the rate of 21.1640 shares of common stock for each $1,000 principal amount at maturity of notes. Attached to each such number ofcommon stock is preferred stock purchase rights obtained pursuant to the Rights Agreement, dated as of December 15, 1998, between theRegistrant and American Stock Transfer and Trust Company, which, prior to the occurrence of certain events will not be evidencedseparately from the common stock. Pursuant to Rule 416 under the Securities Act, such number of shares of common stock registeredhereby shall include an indeterminate number of shares of common stock that may be issued in connection with a stock split, stockdividend, recapitalization or similar event.

(4) Pursuant to Rule 457(i) under the Securities Act, there is no additional filing fee with respect to the shares of common stock issuable uponconversion of the notes because no additional consideration will be received in connection with the exercise of the conversion privilege.

(5) The notes registered hereby are the obligations of Comtech Telecommunications Corp. and are guaranteed from the date of issuance by thesubsidiaries of Comtech Telecommunications Corp. listed on the “Table of Guarantors” on the following page and each other subsidiary thatbecomes a guarantor of the securities registered hereby. Pursuant to Rule 457(n) under the Securities Act, there is no additional filing feewith respect to the guarantees. The guarantees will not be traded separately.

The Registrant hereby undertakes to amend this registration statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter becomeeffective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on suchdate as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF GUARANTORS

Name

State or OtherJurisdiction of

Incorporation orOrganization

I.R.S. EmployerIdentification

Number Address

Comtech Mobile Datacom Corp. Delaware 52-2121200 19540 Amaranth DriveGermantown, Maryland 20874

Comtech EFData Corp. Delaware 86-0994808 2114 W. 7th StreetTempe, Arizona 85281

Comtech Systems, Inc. Delaware 59-1608396 2900 Titan Row, Ste 142Orlando, Florida 32809

Comtech AHA Corporation Delaware 74-3049471 2345 NE Hopkins CourtPullman, Washington 99163

Comtech Antenna Systems, Inc. Delaware 59-2968963 3100 Communications RoadSt. Cloud, Florida 34769

Comtech Vipersat Networks, Inc. Delaware 75-3103916 3089 Skyway CourtFremont, California 94539

Comtech PST Corp. New York 11-2601146 105 Baylis RoadMelville, New York 11747

The information in this prospectus is not complete and may be changed. The selling securityholders may not sell these securities untilthe registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell thesesecurities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 7, 2004PROSPECTUS

$105,000,000(Aggregate Principal Amount)

2.0% Convertible Senior Notes due 2024, Related Guarantees and the Common Stock Issuable Upon Conversion of the Notes

We issued the notes in a private placement on January 27, 2004. This prospectus will be used by selling securityholders to resell their notesand the common stock issuable upon conversion of their notes. We will not receive any proceeds from this offering.

The notes were issued in denominations of $1,000 and integral multiples thereof and mature on February 1, 2024, unless earlier converted,redeemed or repurchased at their fully accreted principal amount, which will be equal to $1,295.26 (129.526%) per $1,000 principal amount of notesat issuance. The notes were issued in registered book-entry form.

You may convert the notes into shares of our common stock in accordance with the terms and conditions of the notes prior to their maturityor their prior redemption or repurchase by us. The conversion rate is 21.1640 shares of common stock per each $1,000 principal amount of notes,subject to adjustment in certain circumstances. This is equivalent to an initial conversion price of approximately $47.25 per share. Uponconversion of the notes we may, in our discretion, in lieu of delivering shares of common stock, deliver cash or a combination of cash and sharesof common stock.

We will pay cash interest on the notes on February 1 and August 1 of each year. The first such payment will be made on August 1, 2004.Beginning on February 1, 2009, we will pay additional contingent interest on the notes if the average trading price of the notes is above specifiedlevels, as described in this prospectus. After February 1, 2011, except for contingent interest, if any, we will not pay cash interest on the notes.

The notes are our general unsecured obligations, ranking equally in right of payment with all our existing and future unsecured seniorindebtedness, and senior in right of payment to any of our future subordinated indebtedness. The notes are fully and unconditionally guaranteed ona senior subordinated basis by all of our current consolidated subsidiaries and certain future subsidiaries. The guarantee of each subsidiaryguarantor is a general unsecured obligation of the guarantor, ranks equally in right of payment with any future senior subordinated indebtedness ofsuch guarantor and is subordinated in right of payment to all existing and future senior indebtedness of such guarantor, as described in thisprospectus.

We may redeem for cash all or a portion of the notes on or after February 4, 2009, upon at least 20 days’ notice, at any time at theredemption prices described in this prospectus.

Holders may require us to purchase all or part of their notes for cash at a purchase price of 100% of the accreted principal amount of thenotes plus accrued and unpaid interest on February 1, 2011, February 1, 2014 and February 1, 2019 and upon the occurrence of a fundamentalchange, as described in this prospectus.

The notes are treated as “contingent payment debt instruments” for United States federal income tax purposes and are subject to specialrules. See “Certain U.S. Federal Income Tax Considerations”.

There is no public market for the notes and we do not intend to apply for listing of the notes on any securities exchange or for quotation ofthe notes through any automated quotation system. The notes currently trade on the Private Offerings, Resales and Trading through AutomatedLinkages Market, commonly referred to as The PORTAL Market. However, once notes are sold under this prospectus, these notes will no longertrade on The PORTAL Market. Our common stock is traded on the Nasdaq National Market under the symbol “CMTL”. On April 5, 2004, the lastreported closing price of our common stock on the Nasdaq National Market was $23.89 per share.

This investment involves significant risks. See the “Risk Factors” section beginning on page 11.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is _______________, 2004.

TABLE OF CONTENTS IMPORTANT NOTICE TO READERS iSPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS iSUMMARY OF THE OFFERING AND THE COMPANY 1RISK FACTORS 11USE OF PROCEEDS 22RATIO OF EARNINGS TO FIXED CHARGES 22PRICE RANGE OF COMMON STOCK 23DIVIDEND POLICY 23DESCRIPTION OF NOTES 24DESCRIPTION OF CAPITAL STOCK 54CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS 58CERTAIN ERISA CONSIDERATIONS 65SELLING SECURITYHOLDERS 67PLAN OF DISTRIBUTION 70LEGAL MATTERS 71EXPERTS 71WHERE YOU CAN FIND MORE INFORMATION 72INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 72

IMPORTANT NOTICE TO READERS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf”registration process. Under this shelf registration process, the selling securityholders may, from time to time, offer notes or shares of our commonstock owned by them. Each time the selling securityholders offer notes or common stock under this prospectus, they will provide a copy of thisprospectus and, if applicable, a copy of a prospectus supplement. You should read both this prospectus and, if applicable, any prospectussupplement together with the information incorporated by reference in this prospectus and if applicable, any supplement hereto. See “Where YouCan Find More Information” for more information.

You should rely only on the information contained or incorporated or deemed to be incorporated by reference in this prospectus. We have not, andthe selling securityholders have not, authorized anyone to provide you with different information. Neither the notes nor any shares of commonstock issuable upon conversion of the notes are being offered in any jurisdiction where the offer or sale is not permitted. The information containedin this prospectus speaks only as of the date of this prospectus and the information in the documents incorporated or deemed to be incorporatedby reference in this prospectus speaks only as of the respective dates those documents were filed with the SEC.

SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains or incorporates by reference “forward-looking statements,” including statements concerning the future of ourindustry, product development, business strategy, continued acceptance of our products, market growth, and dependence on significantcustomers. These statements can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,”“continue,” or other similar words. These statements are not guarantees of future performance and involve risks and uncertainties that are difficultto predict and are based on assumptions that may not prove to be accurate. Our actual results may differ significantly from those contained in anyforward-looking statement. The reasons for this include changes in general economic conditions and the factors discussed under the caption “RiskFactors.” When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in thisprospectus. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the dateof this prospectus to conform these statements to actual results or to changes in our expectations.

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SUMMARY OF THE OFFERING AND THE COMPANY

This prospectus is offering an aggregate principal amount of $105,000,000 of our 2.0% Convertible Senior Notes due 2024, 2,222,220 sharesof our common stock issuable upon conversion of the notes and the guarantees of our current consolidated subsidiaries underlying the notes forsale by certain selling securityholders. The selling securityholders acquired the notes in connection with a private placement on January 27, 2004and the resultant resale by the initial purchaser of the notes under Rule 144A of the Securities Act.

We are receiving no proceeds from the sale of securities offered for sale hereunder. We have agreed to pay the expenses associated withregistering the securities of the selling securityholders. We may suspend the use of this prospectus during certain periods of time described in thesection of this prospectus entitled “Description of Notes” if the prospectus would, in our judgment, contain a material misstatement or omission asa result of an event that has occurred and is continuing, and we determine in good faith that the disclosure of this material non-public informationwould have a material adverse effect on us and our subsidiaries taken as a whole.

This summary highlights information more fully described in other parts of this prospectus and within the materials incorporated by reference.It is not complete and may not contain all of the information that you should consider before buying the securities offered by this prospectus. Theother information is important, so you should read the entire prospectus carefully, including the “Risk Factors” section beginning on page 11, andour consolidated financial statements and the related notes incorporated by reference in this prospectus.

In this prospectus, unless otherwise specified, “Comtech,” “we,” “us,” and “our” refer to Comtech Telecommunications Corp. and itssubsidiaries. All share and per share information has been adjusted to reflect the 3-for-2 stock splits that occurred in July 1999 and July 2003.

COMTECH

We design, develop, produce and market innovative products, systems and services for advanced communications solutions addressingcommercial and government markets. We sell our products into markets where we believe we have technological, engineering, systems design orother expertise that differentiate our product offerings. Our recent strong performance is attributable to increased mobile data communicationsdemand from U.S. Army logistics and battlefield commands, increased demand for our over-the-horizon microwave communications systems and,most recently, renewed demand for our satellite earth station products from a broad range of customers. In the past several years, we haveexpanded our product lines, completed targeted acquisitions, continually funded research and development efforts and broadened our customerbase.

Business Overview

We conduct our business through three complementary business segments: telecommunications transmission, mobile data communicationsand RF microwave amplifiers:

Our telecommunications transmission segment, our largest business segment, provides specialized products and systems for satellite,over-the-horizon microwave and line-of-sight microwave telecommunication systems.

• Satellite Earth Station Equipment and Systems. We provide customers a one-stop shopping approach by offering a broad range ofsatellite earth station equipment, primarily modems, frequency converters, power amplifiers and transceivers that are used incommercial and government satellite communication applications. We believe we are a leading provider worldwide of satellite earthstation modems, which we sell into a broad customer base that includes companies in the defense, satellite, telecommunications andbroadcasting markets, as well as the U.S. and foreign governments. We believe we were the first company to offer Turbo ProductCode, an advanced form of forward error correction, in satellite earth station modems which we believe can significantly reducesatellite transponder lease costs or increase data throughput by up to 60%.

• Over-the-Horizon Microwave Systems. We design and develop over-the-horizon microwave communications equipment and systemsthat can transmit signals over unfriendly or inaccessible terrain from 30 to 600 miles by reflecting the transmitted signals off of thetroposphere, an atmospheric layer located approximately seven miles above the earth’s surface. Over-the-horizon microwave systemsare a cost-effective alternative to satellite systems since they do not require the leasing of satellite transponder space. Our primarycustomers in this product line include foreign governments, who have used our systems to, among other things, transport radartracking information from remote border locations, as

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well as oil and gas companies for whom it is essential to maintain communication with offshore oil rigs and other remote explorationactivities. We recently demonstrated to the U.S. military our ability to transmit video over this communication channel and arediscussing with the U.S. military a potential upgrade, and eventual replacement, of its inventory of over-the-horizon microwavesystems.

• Forward Error Correction and Data Compression Technology. We design, develop and market forward error correction integratedcircuits and data compression technology solutions which allow for more efficient transmission of voice, video and data in wirelesscommunication channels. We have been issued several U.S. patents relating to our forward error correction technology. We incorporatethis technology into our satellite earth station modems, which we believe provides us with a competitive advantage.

Our mobile data communications segment provides satellite-based mobile location, tracking and messaging services and mobile satellitetransceivers primarily for defense applications, including logistics, support and battlefield command and control. We believe our system, which iscurrently being used by U.S. forces in Iraq, is the only satellite-based mobile data communication system employed by both the U.S. Armywarfighter and logistics commands that operates in the L-band frequency range and which provides near real-time messaging and location trackingof mobile assets.

• U.S. Army Movement Tracking System (“MTS”). We are currently the sole provider of the U.S. Army logistics command’s MovementTracking System. This prime contract award allows for the purchase of equipment and services over an eight-year period ending in2007. We provide MTS services through leased satellite capacity, utilizing our network operations center, mobile transceivers,ruggedized computers and satellite earth station gateways.

• U.S. Army’s Force XXI Battle Command, Brigade and Below (“FBCB2”). We have recently begun providing our mobile satellitetransceivers for integration into FBCB2 battlefield command and control applications. In addition, our efforts include the supply andoperation of the satellite packet data network and satellite gateways, and associated systems support and maintenance.

• Commercial Applications. We are currently evaluating potential commercial transportation market applications for our satellite-basedmobile system and transceivers.

Our RF microwave amplifier segment designs, manufactures and markets solid-state, high power, broadband RF microwave amplifierproducts. Our RF microwave amplifier products are used in a wide variety of applications including defense, medical equipment, satellitecommunications and instrumentation.

• Defense. U.S. and foreign military customers use our amplifiers in a variety of telecommunications systems and electronic warfaresystems to boost and transmit signals. We believe that ongoing U.S. security concerns are resulting in increased interest in ouramplifier products.

• Medical and Health. Our amplifiers are key components in oncology treatment systems, allowing for high doses of radiation in a veryspecific area of the body, thereby avoiding damage to healthy tissue.

• Satellite Communications. Our amplifiers are used to amplify signals for voice and data transmission for air-to-satellite-to-groundcommunications. For example, our amplifiers, when incorporated as part of an aircraft satellite communication system, can be used toprovide passengers with e-mail and Internet access.

• Instrumentation and Testing. Manufacturers use our amplifiers to test their electronic systems for electromagnetic compatibility andsusceptibility to interference.

Industry Background

The communications market requires solutions to facilitate secure voice, video and data transmission at high throughput levels, and acrossa wide variety of media and environments. Over the last decade, the industry has been driven by the global expansion of advanced communicationservices related to the needs of information-intensive economies, the military transformation to information-based, network-centric warfare, and theneed for developing countries to upgrade their commercial and defense communication systems.

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• Global Development of Information-Intensive Economies. Businesses are increasingly reliant upon the Internet and multimediaapplications to communicate voice, video and data to their customers and employees around the world. We expect demand for thesehigh-bandwidth applications to grow.

• Military Transformation to Information Based, Network-Centric Warfare. The U.S. military is increasingly reliant on information andcommunications technology to provide critical advantages in battlefield, support and logistics operations. Situational awareness,defined by knowledge of the location and strength of friendly and unfriendly forces during battle, can increase the likelihood of successduring a conflict. Stretched battle and supply lines can use satellite communications to span distances that normal radiocommunications are unable to cover.

• Developing Countries Upgrading Their Commercial and Defense Communication Systems. We believe many developing countries arecommitting greater resources and are now placing a higher priority on developing and upgrading their communications systems than inthe past. Many of these countries lack the resources, or have large geographic areas or unfriendly terrain that make it difficult to installextensive land-based networks on a cost-effective basis. We believe this provides an opportunity for satellite, over-the-horizonmicrowave and other wireless communications systems to meet the requirements for communication services in these countries.

Corporate Business Strategies

We manage our business with the following principal corporate business strategies:

• Seek leadership positions in markets where we can provide specialized products and services;

• Identify and invest in emerging technologies that enhance or expand our product portfolio;

• Operate business segments flexibly to maximize responsiveness to our customers;

• Strengthen our diversified and balanced customer base; and

• Pursue acquisitions and investments in businesses and technologies.

We believe that, as a result of these business strategies, we are well positioned today in both commercial and defense markets andcould benefit from increased capital spending, particularly in the telecommunications sector, as general economic conditions improve.

We are incorporated in the State of Delaware. Our principal executive offices are located at 105 Baylis Road, Melville, New York11747. Our telephone number is (631) 777-8900. Our corporate website is www.comtechtel.com. The contents of our corporate website are not partof this prospectus.

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THE OFFERING

The following summary contains basic information about the notes and is not intended to be complete. It does not contain all the informationthat will be important to a holder of the securities. For a more complete understanding of the notes, please refer to the section of this documententitled “Description of Notes.” For purposes of the description of the securities included in this prospectus, references to “the Company,”“Comtech,” “Issuer,” “us,” “we,” and “our” refer only to Comtech Telecommunications Corp. Issuer Comtech Telecommunications Corp., a Delaware corporation. Seller

One or more of the selling securityholders. See “Selling Securityholders”. We are not the sellingsecurityholders.

Securities Offered

$105.0 million aggregate original principal amount of 2.0% Convertible Senior Notes due 2024and common stock issuable upon conversion of the notes.

Maturity Date February 1, 2024, unless earlier repurchased, redeemed, or converted. Payment at Maturity

We will redeem the notes at their accreted principal amount on the maturity date. The accretedprincipal amount at maturity will be equal to $1,295.26 (129.526%) per $1,000 of principalamount at issuance. The “accreted principal amount” will be equal to the principal amount atissuance plus accretion on the principal amount at issuance beginning on February 1, 2011, sothat the yield to maturity of the notes will remain at 2.0% per year (equal to the rate of cashinterest prior to February 1, 2011). The calculation of the principal accretion will be on a semi-annual bond equivalent basis using a 360-day year comprised of twelve 30-day months.

Cash Interest

The notes bear cash interest at an annual rate of 2.0% of the principal amount at issuance ofthe notes from January 27, 2004, or from the most recent date to which interest has been paidor provided for, until, but not including, February 1, 2011. Cash interest, including contingentinterest, will be payable semi-annually in arrears on February 1 and August 1 of each year toholders of record at the close of business on the January 15 or July 15 immediately precedingsuch interest payment date. The first such cash interest payment date will be August 1, 2004.Except for contingent interest, if any, the notes will not bear cash interest after February 1,2011. Interest generally will be computed on the basis of a 360-day year comprised of twelve30-day months.

Contingent Interest

Comtech will pay contingent interest to the holders of notes with respect to any six-monthperiod from February 1 to July 31 and from August 1 to January 31, commencing with the six-month period beginning February 1, 2009, if the average note price for the applicable fivetrading day period equals 120% or more of the accreted principal amount of such notes. Theamount of contingent interest payable per note in respect of any six-month period will equal0.25% per annum of the average note price for the applicable five trading day period. Allreferences to interest in this section, unless the context otherwise requires, shall include

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contingent interest, if any. Ranking of Notes

The notes are Comtech’s general unsecured obligations, ranking equally in right of paymentwith all of its other existing and future unsecured senior indebtedness and senior in right ofpayment to any of its future subordinated indebtedness, and is effectively subordinated to anyof Comtech’s existing and future secured senior indebtedness to the extent of the assetssecuring such indebtedness.

Guarantees

The notes are fully and unconditionally guaranteed on a senior subordinated basis by all of ourcurrent consolidated subsidiaries and certain future subsidiaries.

Each guarantee:

• is a general unsecured obligation of the guarantor; • is subordinated in right of payment to all existing and future senior indebtedness of that

guarantor; and • ranks equally in right of payment with any future senior subordinated indebtedness of

that guarantor.

As of January 31, 2004, Comtech’s subsidiaries had approximately $0.8 million of seniorindebtedness consisting of capital lease obligations.

Conversion Rights

The notes may be converted by the holder into shares of Comtech’s common stock initially ata conversion rate of 21.1640 shares of common stock per $1,000 principal amount at issuanceof notes, which is equivalent to an initial conversion price of approximately $47.25 per share ofcommon stock (subject to adjustment in certain events), only:

• during the period from and includingthe mid-point date in a fiscal quarter to,but not including, the mid-point date(or, if that day is not a trading day,then the next trading day) in theimmediately following fiscal quarter (a“conversion period”), if on each of atleast 20 trading days in the period of30 consecutive trading days ending onthe first trading day of the conversionperiod, the closing sale price ofComtech’s common stock exceeded120% of the conversion price in effecton that 30th trading day of such period.The “mid-point date” for each ofComtech’s fiscal quarters are March15, June 15, September 15 andDecember 15. If the foregoingcondition is satisfied in respect of anyconversion period commencing on orafter March 15, 2011, then the noteswill remain convertible at any timethereafter until maturity;

• if Comtech has called the notes forredemption; or

• during prescribed periods, upon theoccurrence of specified corporatetransactions described in this

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prospectus.

The conversion rate for notes is not subject to adjustment for accretion in the principalamount of the notes.

Upon conversion, Comtech will have the right to deliver, in lieu of shares of its commonstock, cash or a combination of cash and shares of its common stock. Settlement incommon stock only will occur as soon as practicable after Comtech notifies the holder thatit has chosen this method of settlement. Settlement in cash or in a combination of cash andcommon stock will occur on the third trading day following the final day of a 20 trading daycash settlement averaging period beginning on the third trading day following the final day ofa conversion retraction period. See “Description of Notes — Conversion Rights —Conversion Procedures.”

Upon any conversion, you will not receive any cash payment representing accrued andunpaid interest.

Sinking Fund None. Optional Redemption Comtech may redeem for cash all or a portion of the notes at any time:

• during the period commencing on February 4, 2009 to and including January 31, 2010, at aredemption price equal to 100.571% of the accreted principal amount of the notes plusaccrued and unpaid interest, if any, to, but not including, the redemption date;

• during the period commencing on February 1, 2010 to and including January 31, 2011, at aredemption price equal to 100.286% of the accreted principal amount of the notes plusaccrued and unpaid interest, if any, to, but not including, the redemption date; and

• beginning on February 1, 2011, at a redemption price equal to 100% of the accretedprincipal amount of the notes plus accrued and unpaid interest, if any, to, but not including,the redemption date.

Repurchase of Notes at a Holder’s Option

Holders have the right to require Comtech to purchase all or a portion of their notes for cashon February 1, 2011, February 1, 2014 and February 1, 2019. The purchase price payablewill be equal to 100% of the accreted principal amount of the notes to be purchased plusaccrued and unpaid interest, if any, to, but not including, the purchase date. The accretedprincipal amount at February 1, 2011 will be $1,000 per $1,000 principal amount at issuanceof notes, at February 1, 2014 it will be $1,061.52 per $1,000 principal amount at issuance ofnotes, and at February 1, 2019 it will be $1,172.58 per $1,000 principal amount at issuanceof notes.

Fundamental Change

In the event of a fundamental change, as described in this prospectus, holders will have theright to require Comtech to purchase for cash all or any part of the notes after the

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occurrence of a fundamental change at a purchase price equal to 100% of the accreted principalamount and any accrued and unpaid interest (including additional interest), if any, up to, but notincluding, the fundamental change purchase date. See “Description of Notes — Purchase ofNotes at a Holder’s Option Upon a Fundamental Change.”

Registration Rights

We have agreed to use our best efforts to keep the shelf registration statement, of which thisprospectus forms a part, effective until the earlier of:

• two years after the latest date on which we issued the notes; or

• the date on which the holders of the notes and the common stock issuable uponconversion of the notes that are not affiliates of Comtech are able to sell all such securitiesimmediately without restriction in accordance with the provisions of Rule 144(k) under theSecurities Act; or

• the date on which the notes and the common stock issuable upon conversion of the notesare disposed of in accordance with this prospectus; or

• the date on which the notes and the common stock issuable upon conversion of the notesare no longer outstanding.

If we do not comply with these registration obligations, we will be required to pay additionalamounts to the holders of the notes or the common stock issuable upon conversion. See“Description of Notes — Registration Rights”.

U.S. Federal Income Tax Considerations

The notes, and the common stock issuable upon conversion of the notes, are subject to specialand complex U.S. federal income tax rules. Holders are urged to consult their own tax advisorswith respect to the federal, state, local and foreign tax consequences of purchasing, owning anddisposing of the notes and common stock issuable upon conversion of the notes. See “RiskFactors — There are special and complex U.S. federal income tax consequences of owningnotes” and “Certain U.S. Federal Income Tax Considerations.”

Book-Entry Form

The notes were issued in book-entry form and are represented by permanent global certificatesdeposited with, or on behalf of, The Depository Trust Company, or DTC, and registered in thename of a nominee of DTC. Beneficial interests in any of the notes are shown on, and transferswill be effected only through, records maintained by DTC or its nominee and any such interestmay not be exchanged for certificated securities, except in limited circumstances. See“Description of Notes — Form, Denomination and Registration.”

Trading

The notes issued in the initial private offering are eligible for trading on Nasdaq’s screen-basedautomated trading system known as PORTAL, “Private Offerings, Resale and Trading throughAutomated Linkages.” However, notes

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sold using this prospectus will no longer be eligible for trading in the PORTAL Market. Nasdaq Symbol Our common stock is traded on the Nasdaq National Market under the symbol “CMTL”. Use of Proceeds

We will not receive any of the proceeds from the sale by the selling securityholders of the notesor shares of common stock underlying the notes.

Risk Factors

An investment in the notes involves significant risks. You should carefully consider all the information in this prospectus. In particular, youshould evaluate the specific risk factors set forth under “Risk Factors” beginning on page 11.

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following table shows summary historical consolidated financial data for Comtech. The data as of and for each of the five years endedJuly 31, 2003 were derived from our audited consolidated financial statements. The financial data for the six months ended January 31, 2004 and2003 were derived from our unaudited consolidated financial statements and include, in the opinion of management, all normal and recurringadjustments necessary to present fairly the data for such periods. Detailed historical financial information is included in the audited consolidatedbalance sheets as of July 31, 2003 and 2002 and the related consolidated statements of operations, stockholders’ equity and cash flows for eachof the years in the three-year period ended July 31, 2003 included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2003, filedon September 23, 2003, and the unaudited consolidated interim balance sheet as of January 31, 2004, and the related consolidated statements ofoperations and cash flows for the six-month periods ended January 31, 2004 and 2003 included in our Quarterly Report on Form 10-Q for thesecond quarter ended January 31, 2004, filed on March 10, 2004, incorporated by reference in this prospectus. All share and per share informationhas been adjusted to reflect the 3-for-2 stock splits that occurred in July 1999 and July 2003. The results of operations for any interim period arenot necessarily indicative of the results to be expected for a full year. You should read the summary consolidated financial data together with the“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including therelated notes, incorporated by reference in this prospectus.

Years Ended

July 31, Six Months Ended

January 31, 1999 2000 2001 2002 2003 2003 2004 (unaudited) (In thousands, except for per share amounts)

Consolidated Statement of Operations Data: Net sales $37,886 $66,444 $135,931 $119,357 $174,035 $ 73,599 $113,090 Cost of sales 26,405 45,942 87,327 78,780 114,317 48,379 71,497 Gross profit 11,481 20,502 48,604 40,577 59,718 25,220 41,593 Expenses:

Selling, general and administrative 6,554 12,058 22,707 22,512 28,045 12,700 17,378 Research and development 2,022 2,644 10,190 11,041 12,828 6,312 7,205 In-process research and development — 10,218 — 2,192 — — — Amortization of intangibles 78 230 2,552 1,471 2,039 1,052 999

8,654 25,150 35,449 37,216 42,912 20,064 25,582 Operating income (loss) 2,827 (4,648) 13,155 3,361 16,806 5,156 16,011 Other expense (income):

Interest expense 204 381 4,015 3,061 2,803 1,377 75 Interest income (65) (1,511) (2,303) (452) (275) (121) (219)Other (income) expense, net (39) 201 841 (28) — — —

Income (loss) from continuing operations before income taxes 2,727 (3,719) 10,602 780 14,278 3,900 16,155 Provision (benefit) for income taxes (3,754) 85 3,888 (368) 4,569 1,248 5,169 Income (loss) from continuing operations 6,481 (3,804) 6,714 1,148 9,709 2,652 10,986 Discontinued operations:

Loss from operations of discontinued segment (less applicable income tax benefit of $79 in 2000and $320 in 1999) (622) (137) — — — — —

Loss on disposal of discontinued segment, including provision of $430 for operating lossesduring phase out period (net of income tax benefit of $306) (594) — — — — — —

Net income (loss) $ 5,265 $ (3,941) $ 6,714 $ 1,148 $ 9,709 $ 2,652 $ 10,986

Basic income (loss) per share: Income (loss) from continuing operations $ 1.04 $ (0.45) $ 0.61 $ 0.10 $ 0.85 $ 0.24 $ 0.78 Loss from discontinued operations (0.19) (0.01) — — — — — Basic income (loss) $ 0.85 $ (0.46) $ 0.61 $ 0.10 $ 0.85 $ 0.24 $ 0.78

Diluted income (loss) per share: Income (loss) from continuing operations $ 0.94 $ (0.45) $ 0.57 $ 0.10 $ 0.80 $ 0.23 $ 0.71 Loss from discontinued operations (0.17) (0.01) — — — — — Diluted income (loss) $ 0.77 $ (0.46) $ 0.57 $ 0.10 $ 0.80 $ 0.23 $ 0.71

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Years Ended

July 31, Six Months Ended

January 31, 1999 2000 2001 2002 2003 2003 2004 (unaudited) (In thousands, except for per share amounts)

Weighted average number of common shares outstanding – Basic 6,214 8,495 11,022 11,192 11,445 11,285 14,017 Potential dilutive common shares 646 — 843 516 748 489 1,438 Weighted average number of common and common equivalent shares outstanding

assuming dilution – Diluted 6,860 8,495 11,865 11,708 12,193 11,774 15,455

Other Operating Data: Backlog at period-end (1) $ 38,637 $ 50,358 $ 50,094 $ 44,121 $ 100,142 $ 87,932 $ 97,142 New orders 61,071 78,345 135,487 113,384 230,056 117,410 110,090

As of July 31, As of

January 31,

1999 2000 2001 2002 2003 2004 (unaudited) (In thousands) Consolidated Balance Sheet Data: Total assets $ 29,847 $ 126,031 $ 146,988 $ 126,586 $ 164,250 $ 286,682 Working capital 10,192 65,267 67,089 51,577 74,801 190,228 Long-term debt — 37,900 42,000 28,683 — 105,000 Long-term capital lease obligations 959 908 2,157 1,294 393 254 Stockholders’ equity 18,357 57,782 65,565 67,288 117,568 131,182 ______________(1) Our backlog consists solely of orders believed to be firm. In the case of contracts with departments or agencies of the U.S. government,

orders are only included in backlog to the extent funding has been obtained for such orders. All of the contracts in our backlog are subject tocancellation at the convenience of the customer or for default in the event that we are unable to perform under the contract.

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RISK FACTORS

An investment in the notes, and the common stock issuable upon conversion of the notes, involves significant risks. You should carefullyconsider the following risk factors in conjunction with the other information contained and incorporated by reference in this prospectus beforepurchasing the notes.

Risks Related To Our Business

Due to many factors, including the amount of business represented by large contracts, new orders, net sales and our operating resultsare difficult to forecast and may be volatile, including for the remainder of fiscal 2004.

We have experienced, and will experience in the future, significant fluctuations in new orders, net sales and operating results, including ournet income and earnings per share, from quarter to quarter. One reason for this is that a significant portion of our business — primarily the over-the-horizon microwave systems of our telecommunications transmission business segment, a portion of our RF microwave amplifier businesssegment and the majority of our mobile data communications segment — is derived from a limited number of relatively large customer contracts,the timing of which cannot be predicted. While we generally recognize revenue on contracts when the products are shipped, revenue is recognizedon the percentage-of-completion method when the performance of a contract will extend beyond a 12-month period. Our new orders, net sales andoperating results, including our net income and earnings per share, also may vary significantly from period-to-period because of the followingfactors: product mix sold; fluctuating market demand; price competition; new product introductions by our competitors; fluctuations in foreigncurrency exchange rates; unexpected changes in delivery of components or subsystems; political instability; regulatory developments; and generaleconomic conditions. Accordingly, you should not rely on period-to-period comparisons as indications of our future performance because thesecomparisons may not be meaningful.

For example, most sales relating to our satellite earth station products are booked and shipped in the same quarter. Fluctuations in marketdemand and the receipt of orders from our customers can cause sales of satellite earth station products to fluctuate significantly from quarter-to-quarter. As such, quarterly net sales of these products for the remainder of fiscal 2004 may differ materially from the first and second quarterlevels and, accordingly, may be lower than the first and second quarter levels. In addition, as a result of the timing of our performance on twomajor contracts in our over-the-horizon microwave systems product line, quarterly net sales relating to these contracts are expected to be lowerduring the balance of fiscal 2004 as compared to the first two quarters. In our mobile data communications segment, sales can be impacted byunpredictable funding levels and order placements from the U.S. Army. As such, net sales in this segment for the remainder of fiscal 2004 maydiffer materially from levels for the first two quarters. See “Management’s Discussion and Analysis of Financial Condition and Results ofOperations” and our consolidated financial statements, including the related notes, incorporated by reference in this prospectus.

Our business, results of operations, liquidity and financial condition depend on our ability to maintain our level of governmentbusiness.

In recent years, we have increased our dependence on U.S. government business. Our sales to the U.S. government (including sales toprime contractors to the U.S. government) accounted for approximately 44.2%, 33.8% and 23.1% of our total net sales for the fiscal years endedJuly 31, 2003, 2002 and 2001, respectively. Approximately 41.0% of our backlog at January 31, 2004 consisted of orders from the U.S.government. We expect such business to represent a significant portion of our revenues for the foreseeable future. U.S. government businessexposes us to various risks, including:

• unexpected contract or project terminations or suspensions;

• unpredictable order placements, reductions or cancellations;

• reductions in government funds available for our projects due to government policy changes, budget cuts and other spending priorities;

• penalties arising from post-award contract audits;

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• cost audits in which the value of our contracts may be reduced;

• higher-than-expected final costs, particularly relating to software and hardware development, for work performed under contracts wherewe commit to specified deliveries for a fixed price; and

• unpredictable cash collections of unbilled receivables that may be subject to acceptance of contract deliverables by the customer andcontract close-out procedures, including government approval of final indirect rates.

All of our U.S. government contracts can be terminated by the U.S. government for its convenience. Termination for convenience provisionsprovide only for our recovery of costs incurred or committed, settlement expenses and profit on work completed prior to termination. In addition tothe right of the U.S. government to terminate, U.S. government contracts are conditioned upon the continuing approval by Congress of thenecessary spending. Congress usually appropriates funds for a given program on a fiscal year basis even though contract performance may takemore than one year. Consequently, at the beginning of a major program, the contract may not be fully funded, and additional monies are normallycommitted to the contract only if, as and when appropriations are made by Congress for future fiscal years. See, for example, “— Our mobile datacommunications business is subject to risk.”

The U.S. government may review our costs and performance on certain contracts, as well as our accounting and general business practices.Based on the result of such audits, the U.S. government may adjust our contract-related costs and fees.

We obtain U.S. government contracts through a competitive bidding process. We cannot assure you that we will continue to wincompetitively awarded contracts or that awarded contracts will generate sufficient net sales to result in profitability.

All of our businesses are subject to rapid technological change; we must keep pace with changes to compete successfully.

We are engaged in businesses characterized by rapid technological change, evolving industry standards, frequent new productannouncements and enhancements, and changing customer demands. The introduction of products and services embodying new technologies andthe emergence of new industry standards could render our products and services obsolete or non-competitive. The technology used in ourproducts and services evolves rapidly, and our business position depends, in large part, on the continuous refinement of our scientific andengineering expertise and the development, either through internal research and development or acquisitions, of new or enhanced products andtechnologies. We may not have the economic or technological resources to be successful in such efforts and we may not be able to identify andrespond to technological improvements made by our competitors in a timely or cost-effective fashion. A significant technological breakthrough byothers, including smaller competitors or new firms, could have a material adverse impact on our business, results of operations and financialcondition.

Our dependence on international sales may adversely affect us.

Sales for use by international customers (including sales to prime contractors’ international customers) represented approximately 39.7%,41.2% and 46.2% of our total net sales for the fiscal years ended July 31, 2003, 2002 and 2001, respectively. Approximately 42.6% of our backlogat January 31, 2004 consisted of orders for use by foreign customers. Direct and indirect sales to a North African country during the six monthsended January 31, 2004 were 16.0% of total net sales. We expect that international sales will continue to be a substantial portion of our totalsales.

These sales expose us to certain risks, including barriers to trade, fluctuations in foreign currency exchange rates (which may make ourproducts less price-competitive), political and economic instability, exposure to public health epidemics (such as Severe Acute RespiratorySyndrome (“SARS”)), availability of suitable export financing, tariff regulations, and other U.S. and foreign regulations that may apply to the exportof our products and the generally greater difficulties of doing business abroad. We attempt to reduce the risk of doing business in foreign countriesby seeking subcontracts with large systems suppliers, contracts denominated in U.S. dollars, advance or milestone payments, credit insuranceand irrevocable letters of credit in our favor. However, we may not be able to

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reduce the economic risk of doing business in foreign countries, in all instances. In such cases billed and unbilled receivables relating tointernational sales are subject to increased collectibility risk and may result in significant write-offs, which could have a material adverse impact onour business, results of operations and financial condition.

Foreign defense contracts generally contain provisions relating to termination at the convenience of the government. In addition, certain ofour products and systems may require licenses from U.S. government agencies for export from the United States, and some of our products arenot permitted to be exported. We cannot be sure of our ability to gain any licenses that may be required to export our products, and failure toreceive required licenses could materially reduce our ability to sell our products outside the United States.

A stalled economy and further reductions in telecommunications equipment and systems spending may negatively affect our revenues,profitability and the recoverability of our assets, including intangible assets.

From the second half of fiscal 2001 through fiscal 2003, our revenues from commercial customers were negatively affected by the uncertaineconomic environment both in the overall market, and more specifically in the telecommunications and aviation sectors. Although we have seensigns of a strengthening economy, if this trend does not continue, some of our customers may reduce their budgets for spending ontelecommunications equipment and systems. As a consequence, our current customers and other prospective customers may postpone, reduceor even forego the purchase of our products and systems, which could adversely affect our revenues, profitability and the recoverability of ourassets, including intangible assets, particularly in our telecommunications transmission and RF microwave amplifier segments, which are exposedto the telecommunications and aviation sectors.

Our mobile data communications business is subject to risk.

Although fiscal 2003 sales and earnings increased significantly over prior years, our mobile data communications business has a relativelylimited operating history compared to our other business segments. It is subject to all of the risks inherent in the operation of a new businessenterprise. In addition to the other risk factors described in this section, the risk factors applicable to our mobile data communications servicesbusiness include the following:

• Although our U.S. Army contract for the logistics command’s Movement Tracking System obligates us to provide satellite servicesand hardware, including mobile satellite transceivers and computers, through 2007, as and when ordered by the U.S. Army and at thefixed prices and other terms set forth in this contract, the U.S. Army is not obligated to purchase any terminals or services under thiscontract and may terminate this contract. Sales under the U.S. Army contract could be subject to unpredictable funding anddeployment decisions. Through January 31, 2004, we have received cumulative orders to date of $94.6 million under this contract.

• Certain components that we need have purchasing lead-time of four months or longer, and the U.S. Army contract requires us toprovide mobile terminals within 90 days after we receive an order.

• Our success in commercial markets will depend on, among other things, our ability to access the best distribution channels, thedevelopment or licensing of applications which create value for the customer and our ability to attract and retain qualified personnel.Delays in delivering terminals could also adversely affect our ability to obtain and retain commercial customers.

• In general, as we seek to grow our mobile data communications services business, we anticipate that we will need to maintain asubstantial inventory in order to provide terminals to our customers on a timely basis. If forecasted orders are not received, we mightbe left with large inventories of slow moving or unusable parts or terminals. This could result in an adverse effect on our business,results of operations and financial condition.

• We lease the satellite capacity necessary to operate our system from third party satellite networks. We currently have a long-termlease that expires on June 30, 2005 with a satellite network operator, Mobile Satellite Ventures, for satellite coverage in North America,Central America and the northern rim of South America. We have leases with other vendors for satellite coverage in other parts of theworld as required by the U.S. Army contract. We cannot assure you that we will be able to obtain sufficient satellite capacity or

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geographical coverage from any vendor to operate our mobile data communications services system on acceptable terms or on atimely basis.

• There are several existing competitors in the mobile data communications market that have established systems with sizablecustomer bases and much greater financial resources than us. The largest of these competitors is Qualcomm, Inc. Existingcompetitors, including terrestrial service providers, are also aggressively pricing their products and services and may continue to do soin the future. Competitors continue to offer new value added products and services, which we may be unable to match on a timely orcost effective basis. Increased competition may impact margins throughout the industry. We anticipate that new competitors will enterthe mobile data communications market in the future. This could impact our entry into the commercial market in a significant way.

• All satellite communications are subject to the risk that a satellite or ground station failure or a natural disaster may interrupt service.Interruptions in service could have a material adverse impact on our business, results of operations and financial condition. At present,one of our satellite providers is operating without a full in-orbit back-up capability in the event of a failure of one of its two satellites inoperation. Should we be obliged to restore service on another system in the event of a satellite failure, our costs would increase andcould have an adverse effect on our business, results of operations and financial condition.

Our backlog is subject to customer cancellation or modification.

We currently have a backlog of orders, mostly under contracts that the customer may modify or terminate. We cannot assure you that ourbacklog will result in sales.

Our dependence on component availability, subcontractor availability and performance and key suppliers may adversely affect us.

We do not generally maintain a substantial inventory of components and subsystems. We obtain certain components and subsystems froma single source or a limited number of sources, but believe that most components and subsystems are available from alternative suppliers andsubcontractors. A significant interruption in the delivery of such items, however, could have a material adverse impact on our business, results ofoperations and financial condition.

Our fixed price contracts subject us to risk.

Almost all of our products and services are sold under fixed price contracts. This means that we bear the risk of unanticipated technological,manufacturing, supply or other problems, price increases or increases in the cost of performance.

Adverse regulatory changes could impair our ability to sell products.

Our products are incorporated into wireless communications systems that must comply with various government regulations, including thoseof the Federal Communications Commission (“FCC”). Regulatory changes, including changes in the allocation and availability of frequencyspectrum, and in the military standards and specifications that define the current satellite networking environment, could materially harm ourbusiness by (1) restricting development efforts by us and our customers, (2) making our current products less attractive or obsolete, or (3)increasing the opportunity for additional competition.

Changes in, or our failure to comply with, applicable regulations could materially harm our business. In addition, the increasing demand forwireless communications has exerted pressure on regulatory bodies worldwide to adopt new standards and reassign bandwidth for these productsand services. The reduced number of available frequencies for other products and services and the time delays inherent in the governmentapproval process of new products and services have caused and may continue to cause our customers to cancel, postpone or reschedule theirinstallation of communications systems including their satellite, over-the-horizon microwave, or terrestrial line-of-sight microwave communicationsystems. This, in turn, could have a material adverse effect on our sales of products to our customers.

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We face risks from the uncertainty of prevailing economic and political conditions.

Current global political and economic conditions are uncertain. As a result, it is difficult to estimate the level of expansion, if any, for theglobal or U.S. economies generally or the markets in which we participate. Because our budgeting and forecasting process relies on estimates ofgrowth in the markets we serve, the current economic environment renders estimates of future income and expenses even more difficult thanusual to formulate. The future direction of the domestic and global economies and political environment could have a material adverse impact onour business, results of operations and financial condition.

Acquisitions and strategic investments may divert our resources and management attention; results may fall short of expectations.

We intend to continue pursuing selected acquisitions of and investments in businesses, technologies and product lines as a key componentof our growth strategy. Any future acquisition or investment may result in the use of significant amounts of cash, potentially dilutive issuances ofequity securities, incurrence of debt and amortization expenses or in process research and development charges related to intangible assets.Acquisitions involve numerous risks, including:

• difficulties in the integration and assimilation of the operations, technologies, products and personnel of an acquired business;

• diversion of management’s attention from other business concerns;

• increased expenses associated with the acquisition; and

• potential loss of key employees or customers of any acquired business.

We cannot assure you that our acquisitions will be successful and will not adversely affect our business, results of operations or financialcondition.

The loss of key technical or management personnel could adversely affect our business.

Our success depends on the continued contributions of key technical management personnel, including the key corporate and operating unitmanagement at each of our subsidiaries. Many of our key personnel, particularly the key engineers of our subsidiaries, would be difficult toreplace, and are not subject to employment or noncompetition agreements. Our growth and future success will depend in large part upon our abilityto attract and retain highly qualified engineering, sales and marketing personnel. Competition for such personnel from other companies, academicinstitutions, government entities and other organizations is intense. Although we believe that we have been successful to date in recruiting andkeeping key personnel, we may not be successful in attracting and retaining the personnel we will need to continue to grow and operate profitably.Also, the management skills that have been appropriate for us in the past may not continue to be appropriate if we continue to grow and diversify.

Our markets are highly competitive.

The markets for our products are highly competitive. We cannot assure you that we will be able to successfully compete or that ourcompetitors will not develop new technologies and products that are more commercially effective than our own. We expect the U.S. Department ofDefense’s increased use of commercial off-the-shelf products and components in military equipment will encourage new competitors to enter themarket. Also, although the implementation of advanced telecommunications services is in its early stages in many developing countries, webelieve competition may intensify as businesses and foreign governments realize the market potential of telecommunications services. Many ofour competitors have financial, technical, marketing, sales and distribution resources greater than ours.

Protection of our intellectual property is limited; we are subject to the risk of third party claims of infringement.

Our businesses rely in large part upon our proprietary scientific and engineering “know-how” and production techniques. Historically, patentshave not been an important part of our protection of our intellectual property rights. We rely upon the laws of unfair competition, restrictions inlicensing agreements and confidentiality agreements to

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protect our intellectual property. We limit access to and distribution of our proprietary information. These efforts allow us to rely upon theknowledge and experience of our management and technical personnel to market our existing products and to develop new products. Thedeparture of any of our key management and technical personnel, the breach of their confidentiality and non-disclosure obligations to us or thefailure to achieve our intellectual property objectives may have a material adverse impact on our business, results of operations and financialcondition.

Our ability to compete successfully and achieve future revenue growth will depend, in part, on our ability to protect our proprietary technologyand operate without infringing upon the rights of others. We may fail to do so. In addition, the laws of certain countries in which our products are ormay be sold may not protect our products and intellectual property rights to the same extent as the laws of the United States.

We believe that we own or have licensed all intellectual property rights necessary for the operation of our businesses as currentlycontemplated. If the technology we use is found to infringe on protected technology, we could be required to change our business practices,license the protected technology, and/or pay damages or other compensation to the infringed party. If we are unable to license protectedtechnology used in our business or if we were required to change our business practices, we could be prohibited from making and selling ourproducts or providing certain telecommunications services.

Our operations are subject to environmental laws and regulations and we may be subject to environmental liabilities.

We engage in manufacturing and are subject to a variety of local, state and federal governmental laws and regulations relating to the storage,discharge, handling, emission, generation, manufacture and disposal of toxic or other hazardous substances used to manufacture our products,particularly in the fabrication of fiberglass antennas by our Comtech Antenna Systems, Inc. subsidiary. The failure to comply with current or futureenvironmental requirements could result in the imposition of substantial fines, suspension of production, alteration of our manufacturing processesor cessation of operations that could have a material adverse impact on our business, results of operations and financial condition.

In addition, the handling, treatment or disposal of hazardous substances by us or our predecessors may have resulted or could in the futureresult in contamination requiring investigation or remediation, or leading to other liabilities, any of which could have a material adverse impact onour business, results of operations and financial condition.

Recently enacted and proposed changes in securities laws and regulations are increasing our costs.

The Sarbanes-Oxley Act of 2002 that became law in July 2002 requires changes in some of our corporate governance, public disclosure andcompliance practices. The Act also requires the SEC to promulgate new rules on a variety of subjects. In addition, the Nasdaq National Markethas revised its requirements for companies, such as us, that are listed on the Nasdaq National Market. These developments are increasing ourlegal and financial compliance costs. We expect these developments to make it more difficult and more expensive for us to obtain director andofficer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. Thesedevelopments could make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our auditcommittee, and qualified executive officers.

Terrorist attacks and threats, and government responses thereto, and threats of war elsewhere may negatively impact all aspects of ouroperations, revenues, costs and stock price.

The terrorist attacks in the United States and against U.S. interests overseas, the U.S. government’s response thereto, and threats of warmay negatively affect our business, financial condition and results of operations. Any escalation in these events or similar or future events maydisrupt our operations or those of our customers and may affect the availability of materials needed to manufacture our products or the means totransport those materials to manufacturing facilities and finished products to customers. In addition, these events have had and could continue tohave an adverse impact on the U.S. and world economy in general.

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Provisions in our corporate documents, stockholder rights plan, and Delaware law could delay or prevent a change in control ofComtech.

We have taken a number of actions that could have the effect of discouraging, delaying or preventing a merger or acquisition involvingComtech that our stockholders may consider favorable. For example, we have a classified board and the employment contract of our chiefexecutive officer provides for a substantial payment in the event of a change of control of Comtech. We also adopted a stockholder rights plan thatcould cause substantial dilution to a stockholder, and substantially increase the cost paid by a stockholder, who attempts to acquire us on termsnot approved by our board of directors. These could prevent us from being acquired. In addition, our certificate of incorporation grants the board ofdirectors the authority to fix the rights, preferences and privileges of and issue up to 2,000,000 shares of preferred stock without stockholderaction. Although we have no present intention to issue shares of preferred stock, such an issuance of any class or series of our preferred stockcould have rights which would adversely affect the voting power of the common stock or which could delay, defer, or prevent a change in control ofComtech. In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law, an anti-takeover law. In general,this statute provides that except in certain limited circumstances a corporation shall not engage in any “business combination” including mergers,asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, for purposes ofSection 203 of the Delaware General Corporation Law, an “interested stockholder” is a person who, together with affiliates, owns, or within threeyears did own, 15% or more of the corporation’s voting stock. This provision could have the effect of delaying or preventing a change in control ofComtech.

Risks Related to the Notes and the Common Stockinto which the Notes are Convertible

We have increased our leverage as a result of the sale of the notes.

In connection with the sale of the notes, we have incurred $105.0 million of indebtedness. As a result of this indebtedness, our interestpayment obligations have increased. The degree to which we are now leveraged could adversely affect our ability to obtain further financing forworking capital, acquisitions or other purposes and could make us more vulnerable to industry downturns and competitive pressures. Our ability tomeet our debt service obligations will be dependent upon our future performance, which may be subject to financial, business and other factorsaffecting our operations, many of which are beyond our control.

There are no restrictive covenants in the indenture relating to our ability to incur future indebtedness.

The indenture governing the notes does not contain any financial or operating covenants or restrictions on the payment of dividends, theincurrence of indebtedness, transactions with affiliates, incurrence of liens or the issuance or repurchase of securities by us or any of oursubsidiaries. We may therefore incur additional debt, including secured indebtedness, indebtedness of future non-guarantor subsidiaries and seniorindebtedness of guarantor subsidiaries, to which the notes and the guarantees would be effectively subordinated. As part of our growth strategy,we potentially may finance future acquisitions of businesses or technologies, which may cause us or our subsidiaries to incur significantindebtedness.

Upon conversion of the notes, we may pay cash in lieu of issuing shares of our common stock or a combination of cash and shares ofour common stock. Therefore, holders of the notes may receive no shares of our common stock or fewer shares than the number intowhich their notes are convertible.

We have the right to satisfy our conversion obligation to holders by issuing shares of common stock into which the notes are convertible, thecash value of the common stock into which the notes are convertible, or a combination thereof. Accordingly, upon conversion of a note, holdersmay not receive any shares of our common stock, or they might receive fewer shares of common stock relative to the conversion value of thenote. Further, our liquidity may be reduced to the extent that we choose to deliver cash rather than shares of common stock upon conversion ofnotes.

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If we elect to settle upon conversion in cash or a combination of cash and common stock, there will be a delay in settlement.

If we elect to settle upon conversion of notes in cash or a combination of cash and our common stock, settlement will be delayed until the31st trading day following our receipt of the holder’s conversion notice, unless the cash settlement averaging period is extended under certaincircumstances or the holder submits its conversion notice within 30 trading days prior to maturity. See “Description of Notes — Conversion Rights— Conversion Procedures — Payment Upon Conversion.”

Some significant restructuring transactions may not constitute a fundamental change, in which case we would not be obligated to offerto repurchase the notes.

Upon the occurrence of a fundamental change, which includes certain specified change of control events, we will be required to offer torepurchase all outstanding notes. However, the fundamental change provisions do not afford protection to holders of notes in the event of certaintransactions. For example, certain transactions, such as leveraged recapitalizations, refinancings, restructurings or acquisitions initiated by us,would not constitute a change of control and, therefore, not constitute a fundamental change requiring us to repurchase the notes. Certain othertransactions may not constitute a change of control because they do not involve a change in voting power or beneficial ownership of the magnituderequired under the definition of change of control. In the event of any such transaction, the holders would not have the right to require us torepurchase the notes, even though each of these transactions could increase the amount of our indebtedness, or otherwise adversely affect ourcapital structure or any credit ratings, thereby adversely affecting the holders of notes.

In addition, the definition of change of control includes a phrase relating to the sale of all or substantially all of Comtech’s properties andassets. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of thephrase under New York law, which governs the indenture and the notes, or under the law of Delaware, Comtech’s state of incorporation.Accordingly, the ability of a holder of notes to require us to repurchase the notes as a result of a sale of less than all of the Comtech’s propertiesand assets may be uncertain.

We may not have the funds necessary to purchase the notes upon a fundamental change or other purchase date, as required by theindenture governing the notes.

On February 1, 2011, February 1, 2014, and February 1, 2019, holders of the notes may require us to purchase their notes, which repurchasemust be made for cash. In addition, holders may also require us to purchase their notes upon a fundamental change as described under“Description of Notes — Purchase of Notes at a Holder’s Option Upon a Fundamental Change.” If we do not have or have access to sufficientfunds to repurchase the notes, then we would not be able to repurchase your notes. If a repurchase event occurs, we expect that we would requirethird-party financing to repurchase the notes, but we cannot assure you that we would be able to obtain that financing on favorable terms or at all.

The conversion rate of the notes may not be adjusted for all dilutive events, including third-party tender or exchange offers that mayadversely affect the trading price of the notes or the common stock issuable upon conversion of the notes.

The conversion rate of the notes is subject to adjustment upon certain events, including the issuance of stock dividends on our commonstock, the issuance of rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness or assets, cash dividends andissuer tender or exchange offers as described under “Description of Notes — Conversion Rights — Conversion Rate Adjustments.” The conversionrate will not be adjusted for certain other events, such as third-party tender or exchange offers, that may adversely affect the trading price of thenotes or the common stock issuable upon conversion of the notes.

The guarantees are subordinated to all senior indebtedness of the guarantors.

The guarantees are the general unsecured senior subordinated obligations of the guarantors. Accordingly, the guarantees are subordinated inright of payment to all existing and future senior indebtedness of the guarantors and a guarantor may not make payments on the guarantees if anyof its senior indebtedness is not paid when due. Moreover, in the event of a bankruptcy or liquidation of a guarantor, the guarantor’s assets will notbe available to

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make any payments of the guarantees until it has made all payments to holders of its senior indebtedness. As of January 31, 2004, the totaloutstanding long-term debt, including the current portion thereof, of the guarantors was $0.8 million.

The notes and the guarantees are effectively subordinated to all of our secured indebtedness.

The notes are our general unsecured senior obligations and the guarantees are the general unsecured senior subordinated obligations of theguarantors. Accordingly, the notes and the guarantees are effectively subordinated to all of our current and future secured indebtedness to theextent of the assets securing the indebtedness.

The notes will be structurally subordinated to all indebtedness of any future subsidiaries that are not guarantors of the notes.

While all of our current consolidated subsidiaries are guarantors of the notes, the indenture governing the notes does not require that all ofour future subsidiaries become guarantors. You will not have any claim as a creditor against our subsidiaries that are not guarantors of the notesand indebtedness and other liabilities, including trade payables, of those subsidiaries will effectively be senior to your claims against thosesubsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness andtheir trade creditors will generally be entitled to payment on their claims from assets of those subsidiaries before any assets are made available fordistribution to us.

The guarantees may be unenforceable due to fraudulent conveyance statutes. Accordingly, you could have no claim against theguarantors.

The guarantees of our subsidiary guarantors may be subject to review under U.S. federal bankruptcy law and comparable provisions of statefraudulent conveyance laws in bankruptcy or similar proceedings. Although laws differ among various jurisdictions, a court could, under currentfraudulent conveyance laws, subordinate or avoid the guarantees if it found that the guarantees were incurred with actual intent to hinder, delay, ordefraud creditors, or the guarantor was a defendant in an action for money damages or had a judgment for money damages docketed against it if,in either case, after final judgment, the judgment is unsatisfied, or the guarantor did not receive fair consideration or reasonably equivalent valuefor the guarantees and that the guarantor:

• was insolvent or rendered insolvent by reason of the issuance of the guarantees;

• was engaged or was about to engage in a business or transaction for which the remaining assets of the guarantor constitutedunreasonably small capital; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay debts as they matured.

If a court voided a guarantee by one or more of our subsidiary guarantors as the result of a fraudulent conveyance, or held it unenforceablefor any other reason, holders of the notes would cease to have a claim against such subsidiary based on the guarantee and would be creditorsonly of Comtech and any guarantor whose guarantee was not similarly held unenforceable.

We cannot assure you that a court would conclude that the notes and the subsidiary guarantees issued concurrently with the notes areincurred for proper purposes and in good faith. We also cannot assure you that a court would conclude that, after giving effect to indebtednessincurred in connection with the issuance of the notes and the issuance of the subsidiary guarantees, Comtech and the subsidiary guarantors aresolvent and will continue to be solvent, will have sufficient capital for carrying on their respective businesses and will be able to pay their debts asthey become absolute and mature.

Our debt service obligations may adversely affect our cash flow.

A higher level of indebtedness increases the risk that we may default on our debt obligations. We cannot assure you that we will be able togenerate sufficient cash flow to pay the interest on our debt or that future working capital, borrowings or equity financing will be available to pay orrefinance such debt.

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The level of our indebtedness, among other things, could:

• make it difficult for us to make payments on the notes;

• make it difficult for us to obtain any necessary financing in the future for working capital, acquisitions, capital expenditures, debtservice requirements or other purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and

• make us more vulnerable in the event of a downturn in our business.

An active trading market for the notes may not develop and the transfer of the notes will be restricted.

There is currently no public market for the notes. The notes currently trade on the Private Offerings, Resales and Trading through AutomatedLinkages Market, commonly referred to as The PORTAL Market. However, no notes sold under this prospectus will trade on The PORTAL Market.We do not intend to list the notes on any national or other securities exchange, or on the Nasdaq National Market. Accordingly, no public marketfor the notes may develop, and any market that develops may not last.

Even if an active trading market were to develop, the notes could trade at prices that may be lower than the price at which a holderpurchased the notes, or holders could experience difficulty or an inability to resell the notes. Whether or not the notes will trade at lower pricesdepends on many factors, including prevailing interest rates, the market for similar securities, the price of our common stock, our performance andother factors.

Our notes may not be rated or may receive a lower rating than anticipated by investors, which could cause a decline in the liquidity ormarket price of the notes and our common stock.

We have not sought and do not intend to seek a rating on the notes and we believe it is unlikely the notes will be rated. However, if one ormore rating agencies rates the notes and assigns the notes a rating lower than the rating expected by investors, or reduced their rating in thefuture, the market price of the notes and our common stock may be adversely affected.

There are special and complex U.S. federal income tax consequences of owning notes.

We and each holder agreed in the indenture to treat the notes as “contingent payment debt instruments” subject to the contingent paymentdebt Treasury Regulations. As a result, a holder is required to include amounts in income, as original issue discount, in advance of cash thatholder receives on a note, and to accrue interest on a constant yield to maturity basis at a rate comparable to the rate at which we would borrow ina fixed-rate, noncontingent, nonconvertible borrowing (which we have determined to be 8.5%, compounded semi-annually), even though the noteswill have a significantly lower yield to maturity. A holder will recognize taxable income significantly in excess of cash received while the notes areoutstanding. A holder will also recognize ordinary income, upon a sale, exchange, conversion or redemption of the notes at a gain. In addition, ifwe pay cash dividends on our common stock, we are required under the indenture to adjust the conversion rate. As a result of the adjustment tothe conversion rate, you may be deemed to have received a taxable dividend subject to U.S. federal income tax, and possibly also state and localincome taxes, without the receipt of any cash. Holders are urged to consult their own tax advisors as to the U.S. federal, state and other taxconsequences of acquiring, owning and disposing of the notes and shares of common stock. See “Certain U.S. Federal Income TaxConsiderations.”

If a conversion contingency is met, our earnings per share on a diluted basis could decrease as a result of the inclusion of all of theshares into which the notes are convertible in the calculation of such earnings.

The holders of the notes are entitled to convert the notes into shares of our common stock (or cash or a combination of cash and commonstock, if we so elect), if, among other circumstances, the closing sale price of our common stock for at least 20 trading days in any 30consecutive trading day period is equal to or greater than 120% of the conversion price in effect on that 30th trading day. Until this conversioncontingency or another conversion contingency is met, the shares into which the notes are convertible are not included in the calculation of ourbasic or

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diluted earnings per share. Should a conversion contingency be met, diluted earnings per share are expected to decrease as a result of theinclusion of all of the underlying shares in the diluted earnings per share calculation.

The market price of our common stock is highly volatile, which could result in substantial losses for you in this offering.

The stock market in general, and the stock prices of technology-based companies in particular, have experienced extreme volatilitythat often has been unrelated to the operating performance of any specific public company. The market price of our common stock has fluctuatedsignificantly in the past and is likely to fluctuate significantly in the future as well. Factors that may have a significant impact on the market priceof our stock include:

• future announcements concerning us or our competitors;

• receipt or non-receipt of substantial orders for products and services;

• results of technological innovations;

• new commercial products;

• changes in recommendations of securities analysts;

• government regulations;

• proprietary rights or product or patent litigation;

• changes in economic conditions generally, particularly in the telecommunications sector;

• changes in market conditions generally, particularly in the market for small cap stocks; and

• limited public float.

Shortfalls in our sales or earnings in any given period relative to the levels expected by securities analysts could immediately, significantlyand adversely affect the trading price of our common stock. Because the notes are convertible into shares of our common stock, these factorsmay also affect the value of the notes.

We have never declared or paid cash dividends.

We have never declared or paid a cash dividend and do not intend to declare any cash dividends on our common stock in the foreseeablefuture. Because the notes are convertible into shares of our common stock, these factors may also affect the value of the notes.

Securities we issue to fund our operations or in connection with acquisitions could dilute your ownership.

We may decide to raise additional funds through a public or private debt or equity financing to fund our operations or to make or financeacquisitions. If we issue additional equity securities, the percentage ownership of current stockholders, including the ownership that holders of thenotes would have upon conversion, will be reduced, and the new equity securities may have rights prior to those of the common stock issuableupon conversion of the notes. We may not obtain sufficient financing on terms that are favorable to you and us.

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USE OF PROCEEDS

We will not receive any proceeds from the resale of the notes or the underlying common stock by selling securityholders.

RATIO OF EARNINGS TO FIXED CHARGES

Set forth below is information concerning our ratio of earnings to fixed charges on a consolidated basis for the periods indicated. This ratioshows the extent to which our business generates enough earnings after the payment of all expenses other than interest to make the requiredinterest payments on the notes.

For purposes of computing the ratios of earnings to fixed charges, “earnings” consist of income from continuing operations before incometaxes and fixed charges. “Fixed charges” consist of interest on all indebtedness and an interest factor attributable to rentals.

Years Ended July 31, Six MonthsEnded

January 31,2004 1999 2000 2001 2002 2003

(unaudited)

(In thousands, except for ratios)

Fixed Charges:

Interest expense, including amortization of debt issuance costs $ 204 $ 381 $ 4,015 $ 3,061 $ 2,803 $ 75

Portion of rental expense deemed to represent interest 100 158 574 793 852 495

Total fixed charges $ 304 $ 539 $ 4,589 $ 3,854 $ 3,655 $ 570

Earnings:

Income (loss) from continuing operations before income taxes $ 2,727 $ (3,719) $ 10,602 $ 780 $ 14,278 $ 16,155

Fixed charges 304 539 4,589 3,854 3,655 570

Total earnings (loss) for computation of ratio $ 3,031 $ (3,180) $ 15,191 $ 4,634 $ 17,933 $ 16,725

Ratio of earnings to fixed charges 10.0 — 3.3 1.2 4.9 29.3

The pre-tax loss from continuing operations for the year ended July 31, 2000 was not sufficient to cover fixed charges by a total ofapproximately $3.7 million. As a result, the ratio of earnings to fixed charges has not been computed for this period.

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PRICE RANGE OF COMMON STOCK

The following table shows for the periods indicated the high and low sales prices of our common stock as reported by the Nasdaq NationalMarket. All share and per share information has been adjusted to reflect the 3-for-2 stock split that occurred on July 14, 2003.

Fiscal Year Ended High LowJuly 31, 2002:

First Quarter $10.97 $ 8.33

Second Quarter 9.22 7.43

Third Quarter 8.60 5.50

Fourth Quarter 7.15 4.21

July 31, 2003:

First Quarter $ 6.08 $ 3.83

Second Quarter 7.93 4.88

Third Quarter 9.71 5.89

Fourth Quarter 23.60 9.67

July 31, 2004

First Quarter $32.90 $14.60

Second Quarter 39.52 26.67

Third Quarter (through April 5, 2004) 34.20 20.53

Our common stock is listed on the Nasdaq National Market under the symbol “CMTL.” The closing sales price of our common stock on April5, 2004 was $23.89 per share. As of April 5, 2004 there were approximately 772 holders of record of our common stock.

DIVIDEND POLICY

We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any futureearnings for use in the operation of our business and do not anticipate paying any cash dividends in the foreseeable future.

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DESCRIPTION OF NOTES

The notes were issued under an indenture dated as of January 27, 2004, among Comtech Telecommunications Corp., as issuer, theguarantors and The Bank of New York, as trustee. Initially, the trustee will also be the paying agent and conversion agent. The notes, theguarantees and the shares of common stock issuable upon conversion of the notes are covered by a resale registration rights agreement. Youmay request a copy of the notes, the indenture and the registration rights agreement from the trustee.

The following description is a summary of the material provisions of the notes, the indenture and the registration rights agreement. It doesnot purport to be complete. This summary is subject to and is qualified by reference to all the provisions of the indenture, including the definitionsof certain terms used in the indenture, and to all provisions of the registration rights agreement. The terms of the notes include those provided inthe indenture, those made a part of the indenture by reference to the Trust Indenture Act of 1939, as amended, and those provided in theregistration rights agreement. You should read the notes, the indenture, and the registration rights agreement, because they, and not thisdescription, define your rights as a holder of the notes.

As used in this “Description of Notes” section, references to “Comtech” refer solely to Comtech Telecommunications Corp. and not to any ofits current or future subsidiaries.

Brief Description of the Notes

The notes:

• consist of an aggregate principal amount of $105.0 million;

• were sold at an issue price of 100% of the principal amount at issuance of the notes, which is $1,000 per note, plus accrued interest, ifany, from January 27, 2004;

• bear interest at an annual rate of 2.0% of the principal amount at issuance, from the issue date to, but excluding, February 1, 2011,payable semi-annually, in arrears, on February 1 and August 1 of each year, commencing on August 1, 2004;

• bear contingent interest in the circumstances described under “— Contingent Interest”;

• except for contingent interest, if any, will not pay cash interest after February 1, 2011;

• are due at maturity at an “accreted principal amount” of $1,295.26 (129.526%) per $1,000 of principal amount at issuance, with theaccreted principal amount being the principal amount at issuance plus accretion beginning February 1, 2011, so that the yield tomaturity of the notes will remain at 2.0% per year (equal to the rate of cash interest before February 1, 2011), calculated on a semi-annual bond equivalent basis using a 360-day year comprised of twelve 30-day months;

• accrue additional interest if Comtech and the guarantors fail to comply with certain obligations as set forth below under “— RegistrationRights”;

• are Comtech’s general unsecured obligations, ranking equally in right of payment with all of its other existing and future unsecuredsenior indebtedness and senior in right of payment to any of its future subordinated indebtedness, and are effectively subordinated toany of Comtech’s existing and future secured senior indebtedness to the extent of the assets securing such indebtedness;

• may be converted by the holder into shares of Comtech’s common stock initially at a conversion rate of 21.1640 shares of commonstock per $1,000 principal amount at issuance of notes (and with no change in the conversion rate for any accretion of principal amountof the notes on or after February 1, 2011), which represents an initial conversion price of approximately $47.25 per share, only:

• during the period from and including the mid-point date in a fiscal quarter to, but not including, the mid-point date (or, if that day isnot a trading day, then the next trading day) in the immediately following fiscal quarter (a “conversion period”), if on each of atleast 20 trading days in the period of 30

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consecutive trading days ending on the first trading day of the conversion period, the closing sale price of Comtech’s common

stock exceeded 120% of the conversion price in effect on that 30th trading day of such period. The “mid-point date” for each ofComtech’s fiscal quarters are March 15, June 15, September 15 and December 15. If the foregoing condition is satisfied inrespect of any conversion period commencing on or after March 15, 2011, then the notes will remain convertible at any timethereafter until maturity;

• if Comtech has called the notes for redemption; or

• during prescribed periods, upon the occurrence of specified corporate transactions described under “— Conversion Rights —Conversion Upon Specified Corporate Transactions.”

• are redeemable at Comtech’s option in whole or in part:

• during the period commencing on February 4, 2009 to and including January 31, 2010, at a redemption price equal to 100.571%of the accreted principal amount of the notes plus accrued and unpaid interest (including additional interest), if any, to, but notincluding, the redemption date;

• during the period commencing on February 1, 2010 to and including January 31, 2011, at a redemption price equal to 100.286%of the accreted principal amount of the notes plus accrued and unpaid interest (including additional interest), if any, to, but notincluding, the redemption date;

• beginning on February 1, 2011, at a redemption price equal to 100% of the accreted principal amount of the notes plus accruedand unpaid interest (including additional interest), if any, to, but not including, the redemption date;

• are subject at a holder’s option to repurchase by Comtech upon a fundamental change of Comtech, as described under “— Purchaseof Notes at a Holder’s Option Upon a Fundamental Change”, and on February 1, 2011, February 1, 2014 and February 1, 2019, at arepurchase price equal to 100% of the accreted principal amount of the notes plus accrued and unpaid interest (including additionalinterest), if any, to but not including, the repurchase date;

• are currently trading in The PORTAL Market; and

• are due on February 1, 2024, payable in cash in an amount equal to $1,295.26 per note, plus accrued and unpaid interest (includingadditional interest), if any, unless earlier converted, redeemed by Comtech at its option or repurchased by it at your option.

The indenture does not contain any financial covenants and does not restrict Comtech from paying dividends, incurring additionalindebtedness or issuing or repurchasing other securities. In addition, Comtech’s subsidiaries are not restricted under the indenture from incurringadditional indebtedness, including senior indebtedness. The indenture also does not protect a holder of notes in the event of a highly leveragedtransaction or a fundamental change, as defined below, of Comtech, except to the extent described under “— Purchase of Notes at a Holder’sOption Upon a Fundamental Change” below.

No sinking fund is provided for the notes.

The notes are issued in book-entry form in denominations of $1,000 principal amount at issuance and whole multiples thereof. Beneficialinterests in the notes are shown on, and transfers will be effected only through, records maintained by DTC, or its nominee, and any such interestsmay not be exchanged for certificated securities except in limited circumstances.

A holder of notes may not sell or otherwise transfer the notes or the shares of common stock issuable upon conversion of the notes exceptin compliance with the provisions set forth below under “— Registration Rights.”

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Brief Description of the Guarantees

The notes are guaranteed by all of Comtech’s current consolidated subsidiaries. The notes will also be guaranteed by certain futuresubsidiaries of Comtech. Each guarantee:

• is a general unsecured obligation of the guarantor;

• is subordinated in right of payment to all existing and future senior indebtedness of that guarantor; and

• ranks equally in right of payment with any future senior subordinated indebtedness of that guarantor.

As of January 31, 2004, Comtech’s subsidiaries had approximately $0.8 million of senior indebtedness consisting of capital leaseobligations.

Payments on the Notes

Comtech maintains an office or agency in the City of New York, where it will pay the principal and premium, if any, on the notes and whereyou may present the notes for conversion, registration of transfer or exchange for other denominations, which is the principal corporate trust officeof the trustee presently located at 101 Barclay Street, 21st Floor, New York, New York 10286.

Except as provided below, Comtech will pay cash interest on:

• global notes to DTC in immediately available funds;

• any certificated notes having an aggregate principal amount at issuance of $5.0 million or less by check mailed to the holders of thosenotes; and

• any certificated notes having an aggregate principal amount at issuance of more than $5.0 million by wire transfer in immediatelyavailable funds if requested in writing by the holders of those notes, otherwise by check mailed to the holders of those notes.

At maturity of the notes, cash interest on the certificated notes will be payable at the principal corporate trust office of the trustee.

Comtech will not be required to make any payment on the notes due on any day which is not a business day until the next succeedingbusiness day. The payment made on the next business day will be treated as though it were paid on the original due date and no interest will bepayable on the payment date for the additional period of time.

Interest

The notes bear cash interest at an annual rate of 2.0% of the principal amount at issuance of the notes from January 27, 2004, or from themost recent date to which interest has been paid or provided for, until, but not including, February 1, 2011. The first such cash interest paymentdate will be August 1, 2004. Except for contingent interest, if any, the notes will not bear cash interest after February 1, 2011. Cash interest,including contingent interest, will be payable semi-annually in arrears on February 1 and August 1 of each year to holders of record at the close ofbusiness on the January 15 or July 15 immediately preceding such interest payment date. There are two exceptions to the preceding sentence:

• Except as described below, Comtech will not make any payment in cash or its common stock or other adjustment for accrued andunpaid interest (including contingent interest and additional interest) on any notes when they are converted. If a holder of notesconverts after the record date for an interest payment but prior to the corresponding interest payment date, the holder on the recorddate will receive on that interest payment date accrued interest on those notes, notwithstanding the conversion of those notes prior tothat interest payment date, because that holder will have been the holder of record on the corresponding record date. However, at thetime that such holder surrenders notes for conversion, the holder must pay to Comtech an amount equal to the interest (includingcontingent interest and additional interest), if any, that has accrued and that will be paid on the related interest payment date. Thepreceding sentence does not apply to the notes that are converted after being called by Comtech for redemption. Accordingly, ifComtech elects to redeem

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notes and a holder of notes chooses to convert those notes on a date that is after a record date but prior to the corresponding interestpayment date, the holder will not be required to pay Comtech, at the time that holder surrenders those notes for conversion, theamount of interest it will receive on the interest payment date; and

• Comtech will pay interest to a person other than the holder of record on the record date on the maturity date or, in connection with afundamental change or redemption, on the fundamental change repurchase date or redemption date, as the case may be, if it is after arecord date but on or before the corresponding interest payment date. In either case, Comtech will pay accrued and unpaid interestonly to the person to whom it pays the principal amount.

Each payment of cash interest due on the notes will include interest accrued through the day before the applicable interest payment date.Interest generally will be computed on the basis of a 360-day year comprised of twelve 30-day months.

After February 1, 2011, cash interest, other than contingent interest, will no longer be payable on the notes. Thereafter, the principal amountwill accrete until maturity on February 1, 2024 as described below. The accreted principal amount at maturity will be equal to $1,295.26 (129.526%)per $1,000 of principal amount at issuance. The “accreted principal amount” will be equal to the principal amount at issuance plus accretion on theprincipal amount at issuance beginning on February 1, 2011, so that the yield to maturity of the notes will remain at 2.0% per year (equal to therate of cash interest prior to February 1, 2011). The calculation of the principal accretion will be on a semi-annual bond equivalent basis using a360-day year comprised of twelve 30-day months.

Cash interest (including contingent interest) or principal accretion otherwise payable will cease to accrue on a note upon its maturity,conversion, redemption or repurchase (including upon a fundamental change).

Contingent Interest

Subject to the accrual and record date provisions described below, Comtech will pay contingent interest to the holders of notes with respectto any six-month period from February 1 to July 31 and from August 1 to January 31, commencing with the six-month period beginning February 1,2009, if the average note price (as defined below) for the applicable five trading day period (as defined below) to, but excluding, the dayimmediately preceding the first day of the relevant six-month period equals 120% or more of the accreted principal amount of such notes. Comtechwill pay contingent interest only in cash. “Applicable five trading day period” means the five trading days ending on the second trading dayimmediately preceding the first day of the relevant six-month period.

The amount of contingent interest payable per note in respect of any six-month period will equal 0.25% per annum of the average note pricefor the applicable five trading day period.

Contingent interest will be paid to the person in whose name a note is registered at the close of business on January 15 or July 15, as thecase may be, immediately preceding the relevant interest payment date on which contingent interest is payable.

A “trading day” means a day during which trading in securities generally occurs on the Nasdaq National Market or, if Comtech’s commonstock is not quoted on the Nasdaq National Market, on the principal U.S. national or regional securities exchange on which the common stock isthen listed or, if the common stock is not listed on a U.S. national or regional securities exchange, and not reported on the Nasdaq NationalMarket, on the principal other market on which the common stock is then traded (provided that no day on which trading of the common stock issuspended on such exchange or other trading market will count as a trading day).

The “note price” on any date of determination means the average of the secondary market bid quotations per note obtained by Comtech orthe bid solicitation agent for $5,000,000 accreted principal amount of the notes at approximately 4:00 p.m., New York City time, on suchdetermination date from three independent nationally recognized securities dealers Comtech selects, provided that if at least three such bidscannot reasonably be obtained by Comtech, but two such bids are obtained, then the average of the two bids shall be used, and if only one suchbid can reasonably be obtained by Comtech, this one bid shall be used. If Comtech cannot reasonably obtain at least one bid for $5,000,000accreted principal amount of the notes from a nationally recognized securities dealer or if, in Comtech’s reasonable judgment, the bid quotationsare not indicative of the secondary market value of the notes,

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then the note price will equal (a) the then-applicable conversion rate of the notes multiplied by (b) the closing sale price of Comtech’s commonstock on such determination date.

The bid solicitation agent is the trustee. Comtech may change the bid solicitation agent, but the bid solicitation agent cannot be Comtech’saffiliate. The bid solicitation agent solicits bids from securities dealers that are believed by Comtech to be willing to bid for the notes.

Upon determination that holders are entitled to receive contingent interest during a relevant six-month period, Comtech will publish a noticecontaining this information in a newspaper of general circulation in the City of New York or through such other public medium as it may use at thattime, publish such information on its corporate website and notify the trustee.

Comtech may unilaterally increase the amount of contingent interest it may pay or pay interest or other amounts it is not obligated to pay,but it will have no obligation to do so.

Under the indenture, Comtech agreed, and by purchasing or holding a beneficial interest in the notes each beneficial owner of the notes isdeemed to have agreed, among other things, for United States federal income tax purposes, to treat the notes as “contingent payment debtinstruments” subject to the regulations governing contingent payment debt instruments. See “Certain U.S. Federal Income Tax Considerations.”

All references to interest in this “Description of Notes” section, unless the context otherwise requires, shall include contingent interest, if any.

Conversion Rights

General

A holder may convert all or any portion of such holder’s outstanding notes, subject to the conditions described below, initially at a conversionrate of 21.1640 shares of common stock per $1,000 principal amount at issuance of the notes. This is equivalent to an initial conversion price ofapproximately $47.25 per share of common stock. Upon conversion, Comtech will have the right to deliver, in lieu of shares of its common stock,cash or a combination of cash and shares of its common stock, as described below under “— Conversion Procedures — Payment UponConversion.” The conversion rate, and thus the conversion price, is subject to adjustment as described below. The conversion rate is not subjectto adjustment for accretion in the principal amount of the note. A holder may convert notes only in denominations of $1,000 principal amount atissuance and integral multiples thereof.

A holder may surrender notes for conversion prior to the stated maturity only:

• during the period from and including the mid-point date in a fiscal quarter to, but not including, the mid-point date (or, if that day is not atrading day, then the next trading day) in the immediately following fiscal quarter (a “conversion period”), if on each of at least 20trading days in the period of 30 consecutive trading days ending on the first trading day of the conversion period, the closing sale priceof Comtech’s common stock exceeded 120% of the conversion price in effect on that 30th trading day of such period. The “mid-pointdate” for each of Comtech’s fiscal quarters are March 15, June 15, September 15 and December 15. If the foregoing condition issatisfied in respect of any conversion period commencing on or after March 15, 2011, then the notes will remain convertible at any timethereafter until maturity;

• if Comtech has called the notes for redemption; or

• during prescribed periods, upon the occurrence of specified corporate transactions described under “— Conversion Rights —Conversion Upon Specified Corporate Transactions.”

The conversion agent will, on Comtech’s behalf, determine if the notes are convertible and notify the trustee and Comtech accordingly.

Under the indenture, Comtech agreed, and by purchasing or holding a beneficial interest in the notes each beneficial owner of the notes isdeemed to have agreed, among other things, for United States federal income tax purposes, to treat the fair market value of any shares ofComtech’s common stock received upon any conversion of the notes as a contingent payment for purposes of the regulations governingcontingent payment debt instruments.

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For a discussion of the U.S. federal income tax consequences of conversion to a holder, see “Certain U.S. Federal Income Tax Considerations —U.S. Holders — Sale, Exchange, Conversion or Redemption”.

Comtech will not issue fractional shares of its common stock upon the conversion of the notes. Instead, Comtech will pay the cash value ofsuch fractional shares based upon the closing sale price of its common stock on the trading day immediately prior to the conversion date.

Conversion Upon Satisfaction of Common Stock Price Condition

A holder has the right to convert any of its notes during the period from and including the mid-point date in a fiscal quarter to, but notincluding, the mid-point date (or, if that day is not a trading day, then the next trading day) in the immediately following fiscal quarter (a “conversionperiod”), if on each of at least 20 trading days in the period of 30 consecutive trading days ending on the first trading day of the conversion period,the closing sale price of Comtech’s common stock exceeded 120% of the conversion price in effect on that 30th trading day of such period. The“mid-point date” for each of Comtech’s fiscal quarters are March 15, June 15, September 15 and December 15. If the foregoing condition issatisfied in respect of any conversion period commencing on or after March 15, 2011, then the notes will remain convertible at any time thereafteruntil maturity.

The conversion price per share as of any day will equal the accreted principal amount of a note on that day, divided by the number of sharesof common stock issuable upon conversion of a note on that day.

The initial conversion trigger price per share of Comtech’s common stock is $56.70. This conversion trigger price reflects the initialconversion price per share of Comtech’s common stock multiplied by 120%. Beginning after February 1, 2011, the conversion trigger price pershare of common stock increases each conversion period as the principal of the note accretes. The conversion trigger price is the conversionprice per share multiplied by the applicable percentage.

The table below shows the conversion trigger price per share of Comtech’s common stock in respect of each conversion period during thelife of the notes.

Commencement Date ofConversion Period

(1)Conversion

Price

(2)ApplicablePercentage

(3)Conversion

Trigger Price(1)×(2)

On or before March 15, 2011 $47.37 120% $56.84

June 15, 2011 47.60 120 57.12

September 15, 2011 47.84 120 57.41

December 15, 2011 48.08 120 57.70

March 15, 2012 48.32 120 57.98

June 15, 2012 48.56 120 58.27

September 15, 2012 48.80 120 58.57

December 15, 2012 49.05 120 58.86

March 15, 2013 49.29 120 59.15

June 15, 2013 49.54 120 59.45

September 15, 2013 49.79 120 59.75

December 15, 2013 50.04 120 60.04

March 15, 2014 50.29 120 60.34

June 15, 2014 50.54 120 60.65

September 15, 2014 50.79 120 60.95

December 15, 2014 51.04 120 61.25

March 15, 2015 51.30 120 61.56

June 15, 2015 51.56 120 61.87

September 15, 2015 51.81 120 62.18

December 15, 2015 52.07 120 62.49

March 15, 2016 52.33 120 62.80

June 15, 2016 52.60 120 63.11

September 15, 2016 52.86 120 63.43

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Commencement Date ofConversion Period

(1)Conversion

Price

(2)ApplicablePercentage

(3)Conversion

Trigger Price(1)×(2)

December 15, 2016 $53.12 120% $63.75

March 15, 2017 53.39 120 64.07

June 15, 2017 53.66 120 64.39

September 15, 2017 53.92 120 64.71

December 15, 2017 54.19 120 65.03

March 15, 2018 54.46 120 65.36

June 15, 2018 54.74 120 65.68

September 15, 2018 55.01 120 66.01

December 15, 2018 55.29 120 66.34

March 15, 2019 55.56 120 66.67

June 15, 2019 55.84 120 67.01

September 15, 2019 56.12 120 67.34

December 15, 2019 56.40 120 67.68

March 15, 2020 56.68 120 68.02

June 15, 2020 56.96 120 68.36

September 15, 2020 57.25 120 68.70

December 15, 2020 57.54 120 69.04

March 15, 2021 57.82 120 69.39

June 15, 2021 58.11 120 69.74

September 15, 2021 58.40 120 70.08

December 15, 2021 58.70 120 70.43

March 15, 2022 58.99 120 70.79

June 15, 2022 59.28 120 71.14

September 15, 2022 59.58 120 71.50

December 15, 2022 59.88 120 71.85

March 15, 2023 60.18 120 72.21

June 15, 2023 60.48 120 72.57

September 15, 2023 60.78 120 72.94

December 15, 2023 61.08 120 73.30

The “closing sale price” of any share of common stock on any date means the closing sale price of a share of common stock (or, if noclosing sale price is reported, the average of the bid and ask prices or, if there is more than one bid or ask price, the average of the average bidand the average ask prices) on that date as reported by the Nasdaq National Market or, if the common stock is not quoted on the Nasdaq NationalMarket, as reported on a national securities exchange. If Comtech’s common stock is not listed for trading on a national securities exchange andnot quoted on the Nasdaq National Market on the relevant date, the “closing sale price” will be the last quoted bid for Comtech’s common stock inthe over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization. If Comtech’s common stockis not so quoted, the “closing sale price” will be the average of the midpoint of the last bid and ask prices for the common stock on the relevantdate from each of at least three nationally recognized independent investment banking firms selected by Comtech for this purpose.

If at any time the common stock price condition described herein is satisfied in respect of a conversion period, Comtech will publish a noticeadvising that the common stock price condition has been satisfied in respect of such conversion period in a newspaper of general circulation in theCity of New York or through such other public medium as it may use at that time, publish such information on its corporate website and notify thetrustee. Comtech is not required to publish notices in respect of subsequent conversion periods if it shall previously have published a notice to theeffect that the common stock price condition has been satisfied in respect of any conversion period commencing on or after March 15, 2011.

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Conversion Upon Notice of Redemption

A holder will have the right to convert any of its notes that Comtech has called for redemption at any time prior to 5:00 p.m., New York Citytime, on the day that is two business days prior to the redemption date, even if the notes are not otherwise convertible at such time. If a holderalready has delivered a repurchase notice or a fundamental change purchase notice with respect to a note, however, the holder may not surrenderthat note for conversion until the holder has withdrawn the notice in accordance with the indenture.

Conversion Upon Specified Corporate Transactions

A holder will have the right to convert any of its notes in the event:

• Comtech distributes to all holders of its common stock certain rights or warrants entitling them to subscribe for or purchase, for aperiod expiring within 60 days, common stock at less than the closing sale price of the common stock on the business dayimmediately preceding the announcement of such distribution;

• Comtech elects to distribute to all holders of its common stock cash or other assets, debt securities or certain rights or warrants topurchase its securities, including the declaration of any cash dividends, payable quarterly or otherwise, which distribution has a pershare value exceeding 10% of the closing sale price of the common stock on the business day immediately preceding the declarationdate for the distribution; or

• a fundamental change (as defined under “— Purchase of Notes at a Holder’s Option Upon a Fundamental Change”) occurs.

In any such event, a holder may convert any of its notes at any time after Comtech notifies holders of such event:

• in the case of a distribution, until the earlier of 5:00 p.m., New York City time, on the business day immediately preceding the ex-dividend date or the date of Comtech’s announcement that the distribution will not take place; or

• in the case of a fundamental change, within 20 business days of the fundamental change notice.

Comtech will notify holders at least 20 business days prior to the ex-dividend date for the distribution or within 20 business days following theoccurrence of the fundamental change, as the case may be. In the case of a distribution, a holder of notes may not convert any of its notes if, asa holder of notes, the holder will otherwise participate in the distribution without conversion.

In addition, if Comtech is party to a consolidation, merger or binding share exchange pursuant to which its common stock would beconverted into cash, securities or other property, a holder may surrender notes for conversion at any time from and after the date which is 15calendar days prior to the date announced by Comtech as the anticipated effective date of the transaction until 15 calendar days after the actualdate of the transaction. If Comtech is a party to a consolidation, merger or binding share exchange pursuant to which its common stock isconverted into cash, securities or other property, then, at the effective time of the transaction, the right to convert the notes into common stockwill be changed into a right to convert the notes into the kind and amount of cash, securities or other property which the holder would havereceived if the holder had converted such notes immediately prior to the transaction. If the transaction also constitutes a fundamental change, theholder can require Comtech to purchase all or a portion of its notes as described under “— Purchase of Notes at a Holder’s Option Upon aFundamental Change.”

Conversion Procedures

General

Except as described below, Comtech will not make any payment in cash or its common stock or other adjustment for accrued and unpaidinterest (including contingent interest and additional interest) on any notes when they are converted. If a holder of notes converts after the recorddate for an interest payment but prior to the corresponding interest payment date, the holder on the record date will receive on that interestpayment date accrued interest on those notes, notwithstanding the conversion of those notes prior to that interest payment date, because

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that holder will have been the holder of record on the corresponding record date. However, at the time that such holder surrenders notes forconversion, the holder must pay to Comtech an amount equal to the interest (including contingent interest and additional interest), if any, that hasaccrued and that will be paid on the related interest payment date. The preceding sentence does not apply to the notes that are converted afterbeing called by Comtech for redemption. Accordingly, if Comtech elects to redeem notes and a holder of notes chooses to convert those notes ona date that is after a record date but prior to the corresponding interest payment date, the holder will not be required to pay Comtech, at the timethat holder surrenders those notes for conversion, the amount of interest it will receive on the interest payment date.

Comtech’s delivery to the holder of the full number of shares of common stock into which the note is convertible (or, at our option, cash, or acombination of cash and common stock, in lieu thereof), together with any cash payment for such holder’s fractional shares, is deemed to satisfyComtech’s obligation to pay the accreted principal amount of the note and to satisfy its obligation to pay accrued and unpaid cash interest(including any additional interest) and accrued original issue discount through the conversion date. As a result, accrued cash interest and accruedoriginal issue discount are deemed paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, accrued cash interest(including additional interest), if any, is payable upon any conversion of notes at the option of the holder made concurrently with or afteracceleration of the notes following an event of default under the notes.

Except as described under “— Conversion Rate Adjustments,” Comtech will not make any payment or other adjustment for dividends on anycommon stock issued upon conversion of the notes.

If you convert notes, Comtech will pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of its commonstock upon the conversion, unless the tax is due because you request the shares to be issued or delivered to another person, in which case youwill pay that tax.

Procedures

To convert interests in a global note, a holder must deliver to DTC the appropriate instruction form for conversion pursuant to DTC’sconversion program.

To convert a certificated note, a holder must:

• complete and manually sign the conversion notice on the back of the note (or a facsimile thereof);

• deliver the completed conversion notice and the note to be converted to the specified office of the conversion agent; and

• if required by the conversion agent, furnish appropriate endorsements and transfer documents.

To convert a certificated note or interests in a global note, a holder must:

• pay all funds required, if any, relating to interest on the note to be converted to which it is not entitled; and

• pay all taxes or duties, if any, as described above.

The conversion date will be the date on which all of the foregoing requirements have been satisfied. The notes will be deemed to have beenconverted immediately prior to 5:00 p.m., New York City time, on the conversion date.

Comtech will settle its obligation upon conversion as described below under “—Payment Upon Conversion.”

If a holder has exercised its right to require Comtech to purchase its notes as described under “— Purchase of Notes at a Holder’s Option” or“— Purchase of Notes at a Holder’s Option Upon a Fundamental Change,” such holder’s conversion rights on the notes so subject to repurchasewill expire at 5:00 p.m., New York City time, on the business day immediately preceding the repurchase date, unless Comtech defaults in thepayment of the repurchase price. If a holder has submitted any note for repurchase, such note may be converted only if such holder submits anotice of withdrawal and, if the note is a global note, complies with appropriate DTC procedures.

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To the extent that Comtech has a rights plan in effect upon conversion of the notes into common stock, a holder will receive, in addition tothe common stock, the rights under the rights plan whether or not the rights have separated from the common stock at the time of applicableconversion, subject to limited exceptions. To the extent that Comtech has a rights plan in effect upon conversion of the notes into cash, withrespect to the conversion consideration in cash, a holder will not receive any rights under the rights plan.

Payment Upon Conversion

In lieu of delivery of shares of Comtech’s common stock, and pursuant to the procedures described below, Comtech may elect to deliver toholders surrendering notes either cash or a combination of cash and shares of its common stock.

Conversion On or Prior to 31 Trading Days Prior to Maturity. If Comtech receives a holder’s conversion notice on or prior to the day that is 31trading days prior to the stated maturity of the notes (the “final notice date”), the following procedures will apply:

• Comtech will notify the holder through the trustee, at any time on the date that is three trading days following receipt of the holder’sconversion notice (the “settlement notice period”), of the method it chooses to settle its obligation upon conversion (the “conversionobligation”). Specifically, Comtech will indicate whether settlement will be 100% in common stock, 100% in cash or a combination ofcash and common stock. If Comtech elects to settle its conversion obligation in a combination of cash and common stock, it willspecify the percentage of the conversion obligation relating to the notes surrendered for conversion that it will pay in cash. Theremainder of Comtech’s conversion obligation will be settled in shares of its common stock (except that it will pay cash in lieu ofissuing any fractional shares). Comtech will treat all holders converting on the same trading day in the same manner. Comtech will not,however, have any obligation to settle the conversion obligation arising on different trading days in the same manner. That is, Comtechmay choose on one trading day to settle in common stock only and choose on another trading day to settle in cash or a combination ofcommon stock and cash.

• If Comtech timely elects to pay cash for any portion of the conversion obligation, the holder may retract the conversion notice at anytime during the two trading day period beginning on the trading day after the final day of the settlement notice period (the “conversionretraction period”); no such retraction can be made (and a conversion notice shall be irrevocable) if Comtech does not elect to delivercash in lieu of common stock (other than cash in lieu of fractional shares).

• Settlement in common stock only will occur as soon as practicable after Comtech notifies the holder that it has chosen this method ofsettlement.

• Settlement in cash or in a combination of cash and common stock, if the conversion notice has not been retracted, will occur on thethird trading day following the final day of the 20 trading day period beginning on the third trading day following the final day of theconversion retraction period (the “cash settlement averaging period”).

• The settlement amount will be computed as follows:

1. If Comtech elects to satisfy the entire conversion obligation in common stock, it will deliver to the holder a number of shares ofcommon stock equal to the product of (i) the aggregate principal amount at issuance of the notes to be converted divided by1,000, multiplied by (ii) the conversion rate.

2. If Comtech elects to satisfy the entire conversion obligation in cash, it will deliver to the holder cash in an amount equal to theproduct of:

• The product of (i) the aggregate principal amount at issuance of the notes to be converted divided by 1,000, multiplied by(ii) the conversion rate, multiplied by

• the arithmetic average of the closing sale prices of Comtech’s common stock during the cash settlement averaging period.

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3. If Comtech elects to satisfy the conversion obligation in a combination of cash and common stock, it will deliver to the holder:

• a cash amount (“cash amount”) (excluding any cash paid for fractional shares) equal to the product of (i) the percentage ofthe conversion obligation to be satisfied in cash, multiplied by (ii) the amount of cash that would be paid pursuant toparagraph number 2 above; and

• a number of shares equal to the remainder of (i) the number of shares that would be issued pursuant to paragraph number 1above minus (ii) the number of shares equal to the quotient of (x) the cash amount divided by (y) the arithmetic average ofthe closing sale prices of Comtech’s common stock during the cash settlement averaging period.

Conversion During 30 Trading Days Prior to Maturity. If Comtech receives a holder’s conversion notice after the “final notice date”, thefollowing procedure will apply:

• Comtech will notify the holder through the trustee of the method it chooses to settle its conversion obligation in the same manner asset forth above under “— Conversion On or Prior to 31 Trading Days Prior to Maturity,” except that Comtech will settle all of itsconversion obligations arising during the 30 trading days in the same manner.

• A holder cannot retract such holder’s conversion notice if Comtech elects to pay cash for any portion of the conversion obligation.

• Settlement in common stock only will occur as soon as practicable after Comtech notifies the holder that it has chosen this method ofsettlement.

• Settlement in cash or in a combination of cash and common stock will occur on the third trading day following the final trading day ofthe cash settlement-averaging period. The “cash settlement averaging period” shall be the 20 trading day period beginning on the datethat is the 23rd trading day prior to the maturity date.

• The settlement amount will be computed in the same manner as set forth above under “— Conversion On or Prior to 31 Trading DaysPrior to Maturity.”

Additional Provisions. If any trading day during a cash settlement averaging period is not an undisrupted trading day, then determination ofthe price for that day will be delayed until the next undisrupted trading day on which a pricing is not otherwise observed; that is, such day will notcount as one of the 20 trading days that constitute the cash settlement averaging period. If this would result in a price being observed later thanthe eighth trading day after the last of the original 20 trading days in the cash settlement averaging period, then Comtech will determine all pricesfor all delayed and undetermined prices on that eighth trading day based on its good faith estimate of its common stock’s value on that date.

An “undisrupted trading day” means a trading day on which Comtech’s common stock does not experience any of the following during theone hour period ending at the conclusion of the regular trading day:

• any suspension of or limitation imposed on the trading of Comtech’s common stock on any national or regional securities exchange orassociation or over-the-counter market;

• any event (other than an event listed in the third bullet below) that disrupts or impairs the ability of market participants in general to (i)effect transactions in or obtain market values for Comtech’s common stock on any relevant national or regional securities exchange orassociation or over-the-counter market or (ii) effect transactions in or obtain market values for, futures or options contracts relating tothe common stock on any relevant national or regional securities exchange or association or over-the-counter market; or

• any relevant national or regional securities exchange or association or over-the-counter market on which Comtech’s common stocktrades closes on any exchange trading day prior to its scheduled closing time unless such earlier closing time is announced by theexchange at least one hour prior to the earlier of (i) the

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actual closing time for the regular trading session on such exchange and (ii) the submission deadline for orders to be entered into theexchange for execution on such trading day,

if, in the case of the first and second bullet point above, Comtech determines that the effect of such suspension, limitation, disruption orimpairment is material.

Conversion Rate Adjustments

Comtech will adjust the conversion rate if any of the following events occur:

1. Comtech issues shares of its common stock as a dividend or distribution to all or substantially all holders of its common stock;

2. Comtech subdivides, combines or reclassifies its common stock;

3. Comtech issues to all or substantially all holders of its common stock certain rights or warrants to purchase its common stock, orsecurities convertible into or exchangeable or exercisable for its common stock, for a period expiring within 60 days, at less than theclosing sale price of its common stock on the business day immediately preceding the date of the announcement of such issuance,provided that the conversion rate will be readjusted to the extent that such rights or warrants are not exercised prior to the expiration;

4. Comtech distributes to all or substantially all holders of its common stock shares of its capital stock or evidences of its indebtednessor assets, including securities, but excluding:

• dividends or distributions referred to in 1 above;

• rights or warrants referred to in 3 above;

• dividends and distributions in connection with reclassification, change, consolidation, merger, combination, sale or conveyanceresulting in a change in the conversion consideration pursuant to the next succeeding paragraph; and

• cash dividends or distributions referred to in 6 below;

5. Comtech distributes to all or substantially all holders of its common stock shares of capital stock of one of its subsidiaries, with suchadjustment, if any, based on the market value of the subsidiary capital stock so distributed relative to the market value of its commonstock, in each case over a measurement period following the distribution;

6. Comtech distributes cash to all or substantially all holders of its common stock, including any quarterly cash dividends; or

7. Comtech or one of its subsidiaries makes purchases of Comtech’s common stock pursuant to a tender offer or exchange offer forComtech’s common stock to the extent that the per share consideration paid in such offer exceeds the average of the daily closingsale prices of Comtech’s common stock for the ten trading days prior to the expiration of such offer.

Notwithstanding the foregoing, adjustments to the conversion rate resulting from any quarterly cash dividends may not cause the conversionrate (as adjusted for any other adjustment) to exceed the quotient obtained by dividing the principal amount at issuance of a note by the lastreported sale price of Comtech’s common stock on the cover page of this prospectus.

To the extent Comtech has a rights plan in effect upon conversion of the notes into common stock, the holder will receive (except to theextent Comtech settles its conversion obligations in cash), in addition to the common stock, the rights under the rights plan unless the rights haveseparated from the common stock prior to the time of conversion, in which case the conversion rate will be adjusted at the time of separation as ifComtech made a distribution referred to in 4 above.

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In the event of any:

• reclassification or change of Comtech’s common stock;

• consolidation, merger or binding share exchange involving Comtech; or

• sale or conveyance to another person or entity of all or substantially all of Comtech’s property or assets

in which holders of Comtech’s common stock would be entitled to receive stock, other securities, other property, assets or cash for their commonstock, upon conversion of a noteholder’s notes, such noteholder will be entitled to receive the same type of consideration which such noteholderwould have been entitled to receive if such noteholder had converted the notes into Comtech’s common stock immediately prior to any of theseevents.

To the extent permitted by law, Comtech may, from time to time, increase the conversion rate for a period of at least 20 days if its board ofdirectors determines that this increase would be in Comtech’s best interests, subject to compliance with Nasdaq Marketplace Rule 4350(i). Anysuch determination by Comtech’s board will be conclusive. Comtech would give holders at least 15 days’ notice of any increase in the conversionrate. In addition, Comtech may increase the conversion rate if its board of directors deems it advisable to avoid or diminish any income tax toholders of common stock resulting from any distribution of common stock or similar event, subject to compliance with Nasdaq Marketplace Rule4350(i).

Comtech is not required to make an adjustment in the conversion rate unless the adjustment would require a change of at least one percentin the conversion rate. However, Comtech will carry forward any adjustments that are less than one percent of the conversion rate. Except asdescribed above in this section, Comtech will not adjust the conversion rate for any issuance of its common stock or any securities convertibleinto or exchangeable or exercisable for its common stock or rights to purchase its common stock or such convertible, exchangeable or exercisablesecurities.

A holder may, in some circumstances, including the distribution of cash dividends to stockholders, be deemed to have received adistribution or dividend subject to United States federal income tax as a result of an adjustment or the nonoccurrence of an adjustment to theconversion rate. See “Certain U.S. Federal Income Tax Considerations — U.S. Holders — Constructive Distributions” and “— Non-U.S. Holders —Payments on Common Stock and Constructive Dividends.”

If a holder converts some or all of its notes into common stock during the occurrence of a registration default under the registration rightsagreement, the holder will not be entitled to receive additional interest on such common stock, but will receive, with respect to the portion of theconversion obligation that Comtech settles in common stock, 103% of the number of shares of Comtech’s common stock that the holder wouldotherwise receive upon conversion in the absence of such registration default. See “— Registration Rights” below.

Optional Redemption by Comtech

Comtech may redeem for cash all or a portion of the notes at any time:

• during the period commencing on February 4, 2009 to and including January 31, 2010, at a redemption price equal to 100.571% of theaccreted principal amount of the notes plus accrued and unpaid interest (including additional interest), if any, to, but not including, theredemption date;

• during the period commencing on February 1, 2010 to and including January 31, 2011, at a redemption price equal to 100.286% of theaccreted principal amount of the notes plus accrued and unpaid interest (including additional interest), if any, to, but not including, theredemption date;

• beginning on February 1, 2011, at a redemption price equal to 100% of the accreted principal amount of the notes plus accrued andunpaid interest (including additional interest), if any, to, but not including, the redemption date;

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The table below shows the accreted principal amounts of a note on February 4, 2009 and on each February 1 and August 1 thereafter prior tomaturity and at maturity on February 1, 2024. In addition, the accreted principal amount of a note redeemed between the dates listed would includean additional amount reflecting the additional principal accretion that has accrued on such note since the immediately preceding date in the tablebelow.

(1)Principal Amount

at Issuance

(2)PrincipalAccretion

(3)Accreted

Principal Amount(1)+(2)

February 4, 2009 $1,000.00 $0.00 $1,000.00

August 1, 2009 1,000.00 0.00 1,000.00

February 1, 2010 1,000.00 0.00 1,000.00

August 1, 2010 1,000.00 0.00 1,000.00

February 1, 2011 1,000.00 0.00 1,000.00

August 1, 2011 1,000.00 10.00 1,010.00

February 1, 2012 1,000.00 20.10 1,020.10

August 1, 2012 1,000.00 30.30 1,030.30

February 1, 2013 1,000.00 40.60 1,040.60

August 1, 2013 1,000.00 51.01 1,051.01

February 1, 2014 1,000.00 61.52 1,061.52

August 1, 2014 1,000.00 72.14 1,072.14

February 1, 2015 1,000.00 82.86 1,082.86

August 1, 2015 1,000.00 93.69 1,093.69

February 1, 2016 1,000.00 104.62 1,104.62

August 1, 2016 1,000.00 115.67 1,115.67

February 1, 2017 1,000.00 126.83 1,126.83

August 1, 2017 1,000.00 138.09 1,138.09

February 1, 2018 1,000.00 149.47 1,149.47

August 1, 2018 1,000.00 160.97 1,160.97

February 1, 2019 1,000.00 172.58 1,172.58

August 1, 2019 1,000.00 184.30 1,184.30

February 1, 2020 1,000.00 196.15 1,196.15

August 1, 2020 1,000.00 208.11 1,208.11

February 1, 2021 1,000.00 220.19 1,220.19

August 1, 2021 1,000.00 232.39 1,232.39

February 1, 2022 1,000.00 244.72 1,244.72

August 1, 2022 1,000.00 257.16 1,257.16

February 1, 2023 1,000.00 269.73 1,269.73

August 1, 2023 1,000.00 282.43 1,282.43

February 1, 2024 1,000.00 295.26 1,295.26

Comtech is to provide not less than 20 calendar days, nor more than 60 calendar days, notice mailed to each holder of the notes to beredeemed. When the redemption notice is given and funds deposited as required, interest will cease to accrue on and after the redemption date onthe notes or portions of such notes called for redemption. If Comtech decides to redeem fewer than all of the outstanding notes, the trustee willselect the notes to be redeemed by lot, or on a pro rata basis or by another method the trustee considers fair and appropriate. If the trustee selectsa portion of a holder’s notes for partial redemption and such holder converts a portion of its notes, the converted portion will be deemed to be fromthe portion selected for redemption.

Purchase of Notes at a Holder’s Option

Holders have the right to require Comtech to purchase all or a portion of their notes for cash on February 1, 2011, February 1, 2014 andFebruary 1, 2019 (each, a “purchase date”). Any note purchased by Comtech on a purchase date will be paid for in cash. Comtech will be requiredto purchase any outstanding notes for which a holder delivers a written purchase notice to the paying agent. This notice must be delivered duringthe period beginning at any time from the opening of business on the date that is 22 business days prior to the relevant purchase

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date until the close of business on the date that is two business days prior to the purchase date. If the purchase notice is given and withdrawnprior to the relevant purchase date, Comtech will not be obligated to purchase the related notes. Also, as described in the “Risk Factors” section ofthis prospectus under the caption “—We may not have the funds necessary to purchase the notes upon a fundamental change or other purchasedate, as required by the indenture governing the notes.” Comtech may not have funds sufficient to purchase notes when it is required to do so.

The purchase price payable will be equal to 100% of the accreted principal amount of the notes to be purchased plus accrued and unpaidinterest, if any, to, but not including, the purchase date. The accreted principal amount at February 1, 2011 will be $1,000 per $1,000 principalamount at issuance of notes, at February 1, 2014 it will be $1,061.52 per $1,000 principal amount at issuance of notes, and at February 1, 2019 itwill be $1,172.58 per $1,000 principal amount at issuance of notes.

On or before the 22nd business day prior to each purchase date, Comtech will provide to the trustee, the paying agent and to all holders ofthe notes at their addresses shown in the register of the registrar, and to beneficial owners as required by applicable law, a notice stating, amongother things:

• the purchase price;

• the name and address of the paying agent and the conversion agent; and

• the procedures that holders must follow to require Comtech to purchase their notes.

Simultaneously with providing such notice, Comtech will publish a notice containing this information in a newspaper of general circulation inthe City of New York or through such other public medium as it may use at that time, publish such information on its corporate website and notifythe trustee.

A notice electing to require Comtech to purchase a holder’s notes must state:

• the relevant purchase date;

• if certificated notes have been issued, the certificate numbers of the notes;

• the portion of the principal amount at issuance of notes to be purchased, in integral multiples of $1,000; and

• that the notes are to be purchased by Comtech pursuant to the applicable provisions of the notes and the indenture.

If the notes are not in certificated form, a holder’s notice must comply with appropriate DTC procedures.

No notes may be purchased at the option of holders if there has occurred and is continuing an event of default other than an event of defaultthat is cured by the payment of the purchase price of the notes.

A holder may withdraw any purchase notice in whole or in part by a written notice of withdrawal delivered to the paying agent prior to theclose of business on the business day prior to the purchase date. The notice of withdrawal must state:

• the principal amount of the withdrawn notes;

• if certificated notes have been issued, the certificate numbers of the withdrawn notes; and

• the principal amount at issuance, if any, which remains subject to the purchase notice.

If the notes are not in certificated form, a holder’s notice must comply with appropriate DTC procedures.

A holder must either effect book-entry transfer or deliver the notes, together with necessary endorsements, to the office of the paying agentafter delivery of the purchase notice to receive payment of the purchase price. A holder will receive payment promptly following the later of thepurchase date or the time of book-entry transfer or

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the delivery of the notes. If the paying agent holds money sufficient to pay the purchase price of the notes on the business day following thepurchase date, then:

• the notes will cease to be outstanding and interest (including additional interest), if any, will cease to accrue (whether or not book-entrytransfer of the notes is made or whether or not the note is delivered to the paying agent); and

• all other rights of the holder will terminate (other than the right to receive the purchase price upon delivery or transfer of the notes).

Purchase of Notes at a Holder’s Option Upon a Fundamental Change

In the event of a fundamental change, a holder will have the right to require Comtech to purchase for cash all or any part of the notes afterthe occurrence of a fundamental change at a purchase price equal to 100% of the accreted principal amount and any accrued and unpaid interest(including additional interest), if any, up to, but not including, the fundamental change purchase date. Notes submitted for purchase must be$1,000 principal amount at issuance or an integral multiple thereof.

On or before the 20th calendar day after the occurrence of a fundamental change, Comtech will provide to all holders of the notes and thetrustee and paying agent a notice of the occurrence of the fundamental change and of the resulting purchase right. Such notice shall state, amongother things, the procedures that holders must follow to require Comtech to purchase the notes and the date of the fundamental change.

Simultaneously with providing such notice, Comtech will publish a notice containing this information in a newspaper of general circulation inthe City of New York or through such other public medium as it may use at that time, publish such information on its corporate website and notifythe trustee.

To exercise the purchase right, a holder must deliver, on or before the 20th business day after the date of Comtech’s notice of a fundamentalchange, subject to extension to comply with applicable law, the notes to be purchased, duly endorsed for transfer, together with a written purchasenotice and the form entitled “Form of Fundamental Change Purchase Notice” on the reverse side of the notes duly completed, to the paying agent.The purchase notice must state:

• the relevant purchase date;

• if certificated notes have been issued, the certificate numbers of the notes;

• the portion of the principal amount at issuance of notes to be purchased, in integral multiples of $1,000; and

• that the notes are to be purchased by Comtech pursuant to the applicable provisions of the notes and the indenture.

If the notes are not in certificated form, a holder’s purchase notice must comply with appropriate DTC procedures.

A holder may withdraw any purchase notice (in whole or in part) by a written notice of withdrawal delivered to the paying agent prior to theclose of business on the business day prior to the fundamental change purchase date. The notice of withdrawal shall state:

• the principal amount of the withdrawn notes;

• if certificated notes have been issued, the certificate numbers of the withdrawn notes; and

• the principal amount, if any, which remains subject to the purchase notice.

If the notes are not in certificated form, a holder’s notice of withdrawal must comply with appropriate DTC procedures.

Comtech is required to purchase the notes no later than 35 business days after the date of its notice of the occurrence of the relevantfundamental change, subject to extension to comply with applicable law. A holder will

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receive payment of the fundamental change purchase price promptly following the later of the fundamental change purchase date or the time ofbook-entry transfer or the delivery of the notes. If the paying agent holds cash sufficient to pay the fundamental change purchase price of thenotes on the business day following the fundamental change purchase date, then:

• the notes will cease to be outstanding and interest (including additional interest), if any, will cease to accrue (whether or not book-entrytransfer of the notes is made or whether or not the note is delivered to the paying agent); and

• all other rights of the holder will terminate (other than the right to receive the fundamental change purchase price and any previouslyaccrued and unpaid interest (including additional interest), if any, upon delivery or transfer of the notes).

A fundamental change is deemed to have occurred if any of the following occurs:

• any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the“Exchange Act”)) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 of the Exchange Act, except that a personshall be deemed to have beneficial ownership of all shares that such person has the right to acquire, whether such right is exercisableimmediately or only after the passage of time), directly or indirectly, of more than 50% of Comtech’s total outstanding voting stock;

• during any period of two consecutive years, individuals who at the beginning of such period constituted Comtech’s board of directors(together with any new directors whose election to such board or whose nomination for election by Comtech’s stockholders wasapproved by a vote of at least 662/3% of the directors then still in office who were either directors at the beginning of such period orwhose election or nomination for election was previously so approved) cease for any reason to constitute a majority of such board ofdirectors then in office;

• Comtech consolidates with or merges with or into any person or conveys, transfers, sells, or otherwise disposes of or leases all orsubstantially all of its assets to any person, or any corporation consolidates with or merges into or with Comtech, in any such eventpursuant to a transaction in which Comtech’s outstanding voting stock is changed into or exchanged for cash, securities or otherproperty, other than any such transaction where Comtech’s outstanding voting stock is not changed or exchanged at all (except to theextent necessary to reflect a change in Comtech’s jurisdiction of incorporation), or where (A) Comtech’s outstanding voting stock ischanged into or exchanged for cash, securities and other property (other than equity interests of the surviving corporation) and (B) ifComtech’s stockholders immediately before such transaction own, directly or indirectly, immediately following such transaction, morethan 50% of the total outstanding voting stock of the surviving corporation;

• Comtech is liquidated or dissolved or adopts a plan of liquidation or dissolution other than in a transaction which complies with theprovisions described under “— Consolidation, Merger and Sale of Assets”; or

• Comtech’s common stock ceases to be quoted on the Nasdaq National Market or listed on another established national securitiesexchange or traded on an automated over-the-counter trading market in the United States.

However, notwithstanding the foregoing, a fundamental change is not deemed to have occurred if either:

• the closing sales price of Comtech’s common stock for each of at least five trading days within:

• the period of ten consecutive trading days immediately after the later of the fundamental change or the public announcement ofthe fundamental change, in the case of a fundamental change resulting solely from a fundamental change under the first bulletpoint above; or

• the period of ten consecutive trading days immediately preceding the fundamental change, in the case of a fundamental changeunder the second, third and fourth bullet points above;

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is at least equal to 105% of the quotient where the numerator is the accreted principal amount of a note and the denominator isthe conversion rate in effect on each of those five trading days; or

• in the case of a merger or consolidation described in the third bullet point above, at least 95% of the consideration, excluding cashpayments for fractional shares and cash payments pursuant to dissenters’ approval rights, in the merger or consolidation constitutingthe fundamental change, consists of common stock traded on a U.S. national securities exchange or quoted on the Nasdaq NationalMarket (or which will be so traded or quoted when issued or exchanged in connection with such fundamental change) and as a result ofsuch transaction or transactions the notes become convertible solely into such common stock, excluding cash payments for fractionalshares.

For purposes of this fundamental change definition, “voting stock” means stock of the class or classes pursuant to which the holders thereofhave the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of acorporation (irrespective of whether or not at the time stock of any other class or classes shall have or might have voting power by reason of thehappening of any contingency).

The definition of fundamental change includes a phrase relating to the conveyance, transfer, sale, lease or other disposition of “all orsubstantially all” of Comtech’s assets. There is no precise, established definition of the phrase “substantially all” under the laws of the State ofNew York, which governs the indenture and the notes, or under the laws of the State of Delaware, Comtech’s state of incorporation. Accordingly, aholder’s ability to require Comtech to repurchase its notes as a result of a conveyance, transfer, sale, lease or other disposition of less than all ofComtech’s assets may be uncertain.

Pursuant to the indenture, Comtech shall:

• comply with the provisions of Rule 13e-4 and Rule 14e-1, if applicable, under the Exchange Act;

• file a Schedule TO or any successor or similar schedule if required under the Exchange Act; and

• otherwise comply with all U.S. federal and state securities laws in connection with any offer by Comtech to purchase the notes upon afundamental change.

This fundamental change purchase feature may make more difficult or discourage a takeover of Comtech and the removal of incumbentmanagement. However, Comtech is not aware of any specific effort to accumulate shares of its capital stock with the intent to obtain control of itby means of a merger, tender offer, solicitation or otherwise. In addition, the fundamental change purchase feature is not part of a plan bymanagement to adopt a series of anti-takeover provisions. Instead, the fundamental change purchase feature is a result of negotiations betweenComtech and the initial purchaser.

Comtech could, in the future, enter into certain transactions, including recapitalizations, that would not constitute a fundamental change butwould increase the amount of debt outstanding or otherwise adversely affect a holder. Neither Comtech nor its subsidiaries are prohibited under theindenture from incurring additional debt. The incurrence of significant amounts of additional debt could adversely affect Comtech’s ability to serviceits debt, including the notes, and satisfy its obligation to repurchase the notes upon a fundamental change and adversely affect the guarantors’ability to make payments with respect to the guarantees. See “Risk Factors — There are no restrictive covenants in the indenture relating to ourability to incur future indebtedness.”

Comtech’s ability to repurchase notes upon the occurrence of a fundamental change is subject to important limitations. If a fundamentalchange were to occur, Comtech may not have sufficient funds, or be able to arrange financing, to pay the fundamental change purchase price forthe notes tendered by holders. In addition, Comtech may in the future incur debt that has similar fundamental change provisions that permitholders of such debt to accelerate or require Comtech to purchase such debt upon the occurrence of events similar to a fundamental change. Anyfailure by Comtech to repurchase the notes when required following a fundamental change would result in an event of default under the indenture.Any such default may, in turn, cause a default under Comtech’s other debt. In addition, Comtech’s ability to repurchase notes for cash may belimited by restrictions on its ability to obtain funds for such repurchase through dividends from its subsidiaries and/or other provisions inagreements governing its other debt and that of its subsidiaries.

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Subsidiary Guarantees

The guarantors jointly and severally guarantee Comtech’s obligations under the notes. The obligations of each guarantor under its guaranteeis limited as necessary to prevent that guarantee from constituting a fraudulent conveyance under the applicable laws. See “Risk Factors — Theguarantees may be unenforceable due to fraudulent conveyance statutes. Accordingly, you could have no claim against the guarantors.”

The guarantee of a guarantor is released:

• in connection with any sale or disposition of all or substantially all of the assets of that guarantor (including by way of merger orconsolidation); or

• in connection with any sale of all of the capital stock of the guarantor.

Initial Guarantors

The notes are guaranteed by all of Comtech’s consolidated subsidiaries existing on the date that the notes are first issued.

Future Guarantors

Comtech will cause certain newly created or acquired subsidiaries to promptly execute and deliver to the trustee on the next roll-up date aguarantee pursuant to which such subsidiary will fully and unconditionally guarantee, on a joint and several basis, the full and prompt payment ofthe principal and interest (including contingent interest and additional interest), if any, with respect to the notes; provided, that no non-U.S.subsidiary shall be required to become a guarantor. As used herein, “roll-up date” means the last day of any Comtech fiscal quarter in which theconsolidated net sales or consolidated total assets of the companies which are then guarantors of the notes becomes less than 90% of theconsolidated net sales or consolidated total assets, as the case may be, of Comtech’s consolidated net sales or consolidated total assets, as thecase may be.

Ranking of Guarantees

Each guarantee is a general unsecured obligation of the guarantor and ranks equally in right of payment with any future senior subordinatedindebtedness of that guarantor. Payment under any guarantee is subordinated in right of payment, as set forth in the indenture, to the priorpayment in full of all senior indebtedness of such guarantor, whether outstanding on the issuance date or thereafter incurred.

If payment of the notes is accelerated because of an event of default, each guarantor must promptly notify the holders of the seniorindebtedness of such guarantor.

Upon any distribution to creditors of a guarantor in liquidation or dissolution of a guarantor or in a bankruptcy, reorganization, insolvency,receivership or similar proceeding relating to a guarantor, any assignment for the benefit of creditors or any marshalling of a guarantor’s assets andliabilities, the holders of senior indebtedness of such guarantor would be entitled to receive payment in full in cash of all obligations due in respectof such senior indebtedness (including interest accruing after, or which would accrue but for, the commencement of any proceeding at the ratespecified in the applicable senior indebtedness, whether or not a claim for such interest would be allowed) before the holders of the notes will beentitled to receive any payment with respect to such guarantee.

As a result of these subordination provisions, in the event of a guarantor’s bankruptcy, dissolution, liquidation, insolvency or reorganization,holders of senior indebtedness of the guarantor may recover more, ratably, and holders of the notes may recover less, ratably, than the guarantor’sother creditors.

A guarantor also may not make any payment with respect to its guarantee of Comtech’s obligations under the notes if:

• a default in the payment of senior indebtedness of such guarantor occurs and continues beyond any grace period;

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• any other default occurs and continues with respect to designated senior indebtedness of such guarantor that permits holders ofdesignated senior indebtedness or their representatives to accelerate its maturity, and such guarantor receives a payment blockagenotice from the holders of designated senior indebtedness or their representatives; or

• any judicial proceeding shall be pending with respect to any payment default or non-payment default in respect of such guarantor.

A guarantor may and shall resume any requisite payments with respect to its guarantee of Comtech’s obligations under the notes:

• in the case of a payment default in respect of such guarantor, the date on which such default is cured or waived; and

• in the case of a non-payment default in respect of such guarantor, the earlier of the date on which such non-payment default is cured orwaived or 179 calendar days after the receipt of the payment blockage notice.

No new period of payment blockage for a guarantor pursuant to a payment blockage notice may start unless 360 calendar days have elapsedsince the effectiveness of the prior payment blockage notice.

No non-payment default that existed or was continuing on the date of delivery of any payment blockage notice to a guarantor shall be, or bemade, the basis for a subsequent payment blockage notice to such guarantor.

The subordination provisions do not prevent the occurrence of any event of default under the indenture.

If the trustee, the paying agent or any holder receives any payment or distribution of assets from a guarantor in contravention of thesesubordination provisions before all senior indebtedness of such guarantor is paid in full in cash, then such payment or distribution will be held intrust for the holders of senior indebtedness of such guarantor to the extent necessary to make payment in full in cash of all unpaid seniorindebtedness of such guarantor.

“designated senior indebtedness”, with respect to any guarantor, means senior indebtedness of such guarantor that expressly provides that itis “designated senior indebtedness.”

“senior indebtedness”, with respect to any guarantor, means the principal of, and premium, if any, and interest (including interest accruingafter, or which would accrue but for, the commencement of any proceeding at the rate specified in the applicable senior indebtedness, whether ornot a claim for such interest would be allowed), on all of such guarantor’s indebtedness, whether outstanding on the issuance date or thereafterincurred; provided, however, that senior indebtedness does not include:

1. indebtedness evidenced by the guarantees;

2. indebtedness to such guarantor’s subsidiaries;

3. any liability for federal, state, foreign, local or other taxes owed or owing by such guarantor;

4. any accounts payable or other liability to trade creditors arising in the ordinary course of business; and

5. any indebtedness that expressly provides that it is ranked in right of payment equally with or subordinated to such guarantor’sguarantee.

“indebtedness,” with respect to any person, means:

1. all obligations of such person:

• for borrowed money;

• evidenced by a note, debenture, bond or written instrument;

• in respect of leases required, in conformity with U.S. generally accepted accounting principles, to be accounted for as capitalizedlease obligations on the balance sheet; and

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• in respect to letters of credit, guarantees or bankers’ acceptances;

2. all obligations secured by a mortgage, pledge or similar arrangement encumbering property or assets as reflected as debt on thebalance sheet of such person;

3. all obligations of such person under interest rate and currency swap arrangements, cap, floor and collar agreements, spot and forwardcontracts and similar agreements and arrangements; and

4. all obligations of others of the type described in clause 1, 2 or 3 above assumed by or guaranteed or in effect guaranteed by suchperson.

Consolidation, Merger and Sales of Assets

The indenture provides that Comtech may not consolidate with or merge into any other person or convey, transfer, sell, lease or otherwisedispose of all or substantially all of its properties and assets to another person unless, among other things:

• the resulting, surviving or transferee person is organized and existing under the laws of the United States, any state thereof or theDistrict of Columbia (even if a subsidiary of a foreign entity);

• such person assumes all of Comtech’s obligations under the notes and the indenture under a supplemental indenture in a formreasonably satisfactory to the trustee;

• no event of default exists under the indenture and is continuing immediately before and after giving effect to such transaction; and

• if a supplemental indenture is to be executed in connection with such consolidation, merger or disposition, Comtech has delivered tothe trustee an officers’ certificate and an opinion of counsel with respect thereto as provided for in the indenture.

Upon any such consolidation, merger or disposition in accordance with the foregoing, the successor corporation formed by suchconsolidation or share exchange or into which Comtech is merged or which such person formed by such consolidation or share exchange or towhich such conveyance, sale, lease, transfer or other disposition is made will succeed to, and be substituted for, and may exercise Comtech’sright and power, under the indenture with the same effect as if such successor had been named as Comtech in the indenture, and thereafter(except in the case of a lease) the predecessor corporation will be relieved of all further obligations and covenants under the indenture, the notesand the registration rights agreement.

This covenant includes a phrase relating to the conveyance, transfer, sale, lease or other disposition of “all or substantially all” of Comtech’sassets. There is no precise, established definition of the phrase “substantially all” under the laws of the State of New York, which governs theindenture and the notes, or under the laws of the State of Delaware, Comtech’s state of incorporation. Accordingly, the effectiveness of thiscovenant in the event of a conveyance, transfer, sale, lease or other disposition of less than all of Comtech’s assets may be uncertain.

An assumption by any person of Comtech’s obligations under the notes and the indenture might be deemed for U.S. federal income taxpurposes to be an exchange of the notes for new notes by the holders thereof, resulting in recognition of gain or loss for such purposes andpossibly other adverse tax consequences to the holders. Holders should consult their own tax advisors regarding the tax consequences of such anassumption.

Events of Default

Each of the following constitutes an event of default under the indenture:

• the failure by Comtech to pay the principal of (or premium, if any, on) any note when due and payable;

• the failure by Comtech to pay any accrued unpaid interest (including contingent interest and additional interest) on the notes, if any,when due and payable, and if such default continues for a period of 30 days;

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• the failure by Comtech to convert notes into shares of common stock (or cash or a combination of cash and common stock if Comtechelects) upon exercise of a holder’s conversion right in accordance with the terms of the indenture;

• the failure by Comtech to redeem notes after it has exercised its redemption option;

• the failure by Comtech to provide notice in the event of a fundamental change;

• the failure by Comtech to purchase all or any part of the notes in accordance with the provisions of “— Purchase of Notes at a Holder’sOption” or “— Purchase of Notes at a Holder’s Option Upon a Fundamental Change”;

• the failure by Comtech or any guarantor to perform or observe any other term, covenant or agreement contained in the notes or theindenture for a period of 60 calendar days after written notice of such failure has been given to Comtech by the trustee or to Comtechand the trustee by the holders of at least 25% in aggregate principal amount of the notes then outstanding;

• the default by Comtech or any of its subsidiaries under any credit agreement, mortgage, indenture or instrument under which there maybe issued or by which there may be secured or evidenced any indebtedness of Comtech or any of its subsidiaries for money borrowedwhether such indebtedness now exists, or is created after the date of the indenture, which default:

• involves the failure to pay the principal of or any premium or interest on indebtedness when such indebtedness becomes due andpayable at the stated maturity thereof, and such default continues after any applicable grace period, or

• results in the acceleration of such indebtedness prior to its stated maturity, and

• in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtednessso unpaid at its stated maturity or the stated maturity of which has been so accelerated, aggregates $7.5 million or more;

• there is a failure by Comtech or any of its subsidiaries to pay final judgments not covered by insurance aggregating in excess of $7.5million, which judgments are not paid, discharged or stayed for a period of 60 calendar days;

• certain events of bankruptcy, insolvency, liquidation or similar reorganization with respect to Comtech, any guarantor, or any significantsubsidiary of Comtech that is not a guarantor; and

• any guarantee shall be held in any judicial proceeding to be unenforceable or invalid.

Pursuant to the indenture, the trustee shall, within 90 calendar days of the occurrence of a default known to the trustee (or within 15 calendardays after it is known to the trustee, if later), give to the registered holders of the notes notice of all uncured defaults known to it, but the trusteeshall be protected in withholding such notice if it, in good faith, determines that the withholding of such notice is in the best interest of suchregistered holders, except in the case of a default under the first, second, fourth or fifth bullets above.

If certain events of default specified in the penultimate bullet point above shall occur with respect to Comtech and be continuing, thenautomatically the principal amount of the notes plus accrued and unpaid interest (including additional interest), if any, through such date shallbecome immediately due and payable. If any other event of default shall occur and be continuing (the default not having been cured or waived asprovided under “—Modification and Waiver” below), the trustee or the holders of at least 25% in aggregate principal amount of the notes thenoutstanding may declare the notes due and payable at the principal amount of the notes plus accrued and unpaid interest (including additionalinterest), if any, and thereupon the trustee may, at its discretion, proceed to protect and enforce the rights of the holders of notes by appropriatejudicial proceedings. Such declaration accelerating the notes and the amounts due thereunder may be rescinded or annulled with the writtenconsent of the holders of a majority in aggregate principal amount of the notes then outstanding upon the conditions provided in the indenture.

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The indenture contains a provision entitling the trustee, subject to the duty of the trustee during default to act with the required standard ofcare, to be indemnified by the holders of notes before proceeding to exercise any right or power under the indenture at the request of such holders.The indenture provides that the holders of a majority in aggregate principal amount of the notes then outstanding, through their written consent,may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or powerconferred upon the trustee.

Except with respect to a default in the payment of the principal of, premium, if any, or any accrued and unpaid interest, including contingentinterest and additional interest, if any, on any note, redemption price or fundamental change purchase price of any note, or in respect of a failure toconvert any note into common stock (or cash or a combination of cash and common stock) as required, or in respect of a covenant or provisionwhich under the indenture cannot be modified or amended without the consent of the holder of each note outstanding, the holders of not less thana majority in aggregate principal amount of the notes outstanding may on behalf of the holders of all the notes waive any past default under theindenture and rescind any acceleration with respect to the notes and its consequences if (1) rescission would not conflict with any judgment ordecree of a court of competent jurisdiction and (2) all existing events of default, other than the nonpayment of the principal of and interest,including contingent interest and additional interest, if any, on the notes that have become due solely by such declaration of acceleration, havebeen cured or waived.

Comtech is required to furnish annually to the trustee a statement as to the fulfillment of its obligations under the indenture and as to anydefault in the performance of such obligations.

Modification and Waiver

Changes Requiring Approval of Each Affected Holder

The indenture (including the terms and conditions of the notes) cannot be modified or amended without the written consent or the affirmativevote of the holder of each note affected by such change (in addition to the written consent or the affirmative vote of the holders of at least amajority in aggregate principal amount of the notes at the time outstanding) to:

• change the maturity of any note or the payment date of any installment of interest or additional interest, if any, payable on any notes;

• reduce the principal amount, redemption price or purchase price of, or interest (including contingent interest and additional interest), ifany, on, any note;

• change the currency of payment of principal, redemption price or purchase price of, or interest (including contingent interest andadditional interest), if any, on, any note;

• impair or adversely affect the manner of calculation or rate of accrual of interest (including contingent interest and additional interest), ifany, on any note or the rate of accretion of principal of any note;

• impair the right to institute suit for the enforcement of any payment on or with respect to, or conversion of, any note;

• modify Comtech’s obligation to maintain a paying agent in New York City;

• impair or adversely affect the conversion rights or purchase rights of any holders of notes;

• modify the redemption provisions of the indenture in a manner adverse to the holders of notes;

• reduce the percentage in aggregate principal amount of notes outstanding necessary to modify or amend the indenture; or

• reduce the percentage in aggregate principal amount of notes outstanding necessary to waive past defaults.

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Changes Requiring Majority Approval

The indenture (including the terms and conditions of the notes) may be modified or amended, subject to the provisions described above, withthe written consent of the holders of at least a majority in aggregate principal amount of the notes at the time outstanding.

Changes Requiring No Approval

The indenture (including the terms and conditions of the notes) may be modified or amended by Comtech and the trustee, without theconsent of the holder of any note, to, among other things:

• add to Comtech’s covenants or those of the guarantors for the benefit of the holders of notes;

• surrender any right or power conferred upon Comtech or the guarantors;

• provide for conversion rights of holders of notes if any reclassification or change of Comtech’s common stock or any consolidation,merger or sale of all or substantially all of Comtech’s assets occurs;

• provide for the assumption of Comtech’s obligations to the holders of notes in the case of a merger, consolidation, conveyance,transfer, sale, lease or other disposition;

• increase the conversion rate, provided that the increase will not adversely affect the interests of the holders of notes;

• require Comtech to settle its conversion obligation in cash with respect to the principal amount of notes surrendered for conversion;

• comply with the requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Actof 1939, as amended;

• make any changes or modifications necessary in connection with the registration of the notes under the Securities Act ascontemplated in the registration rights agreement; provided that such change or modification does not, in the good faith opinion ofComtech’s board of directors, adversely affect the interests of the holders of notes in any material respect;

• cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in the indenture or make anyother provision with respect to matters or questions arising under the indenture which Comtech may deem necessary or desirable andwhich shall not be inconsistent with provisions of the indenture; provided that such modification or amendment does not, in the goodfaith opinion of Comtech’s board of directors, adversely affect the interests of the holders of notes in any material respect;

• to evidence the succession of another person to Comtech or any other obligor upon the notes, and the assumption by any suchsuccessor of the covenants of Comtech or such other obligor under the indenture and in the notes, in each case in compliance withthe provisions of the indenture;

• to evidence and provide the acceptance of the appointment of a successor trustee under the indenture;

• add guarantees with respect to the notes; or

• add or modify any other provisions with respect to matters or questions arising under the indenture which Comtech and the trusteemay deem necessary or desirable and which will not adversely affect the interests of the holders of notes.

Waiver

The holders of a majority in aggregate principal amount of the notes outstanding may waive compliance with certain provisions of theindenture relating to the notes, unless (1) Comtech fails to pay principal or interest (including contingent interest and additional interest), if any, oron any note when due, (2) Comtech fails to convert any note into common stock (or cash or a combination of cash and common stock) as requiredby the indenture, or

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(3) Comtech or any guarantor fails to comply with any of the provisions of the indenture that would require the consent of the holder of eachoutstanding note.

Any notes held by Comtech or by any person directly or indirectly controlling or controlled by or under direct or indirect common control withComtech shall be disregarded (from both the numerator and denominator) for purposes of determining whether the holders of a majority in principalamount of the outstanding notes have consented to a modification, amendment or waiver of the terms of the indenture.

Registration Rights

On January 27, 2004, Comtech and the guarantors entered into a registration rights agreement with the initial purchaser for the benefit of theholders of the notes. Pursuant to the registration rights agreement, we and our guarantors have agreed, at our expense:

• to file with the SEC not later than the date 90 calendar days after the first date of original issuance of the notes this shelf registrationstatement covering resales by the holders of all notes and the common stock issuable upon conversion of the notes who completeand deliver the selling securityholder election and questionnaire described below;

• to file with the SEC not later than each roll-up date a shelf registration statement on such form as Comtech deems appropriatereflecting the guarantees by the entities who become guarantors on the roll-up date and covering resales by the holders of all notesand the common stock issuable upon conversion of the notes;

• to use our reasonable best efforts to cause each such shelf registration statement to be declared effective by the SEC as promptly asis practicable, but in no event later than 180 calendar days after the first date of original issuance of the notes, in the case of this shelfregistration statement, or within 45 days of the applicable roll-up date, in the case of any other shelf-registration statement; and

• to use our reasonable best efforts to keep each such shelf registration statement effective until the earliest of:

• two years after the last date of original issuance of any of the notes;

• the date on which the holders of the notes and common stock issuable upon conversion of the notes that are not affiliates ofComtech are able to sell all such securities immediately without restriction in accordance with the provisions of Rule 144(k)under the Securities Act;

• the date when all of the notes and common stock issuable upon conversion of the notes of those holders that complete anddeliver the selling securityholder election and questionnaire described below are registered under this shelf registration statementand disposed of in accordance with such shelf registration statement; and

• the date when all of the notes and common stock issuable upon conversion of the notes have ceased to be outstanding(whether as a result of repurchase and cancellation, conversion or otherwise) or been disposed of in accordance with the shelfregistration statement.

Not less than 30 calendar days prior to the effectiveness of this shelf registration statement, we mailed a notice of registration statement andselling securityholder election and questionnaire to each holder who purchased notes from the initial purchaser to obtain certain informationregarding the holder for inclusion in this prospectus. We have named in this shelf registration statement, as a selling securityholder, each holderthat has returned to us a completed and signed election and questionnaire within 20 calendar days of receipt thereof.

After effectiveness of this shelf registration statement, upon Comtech’s receipt of a completed and signed election and questionnaire from aholder, Comtech will prepare and file (a) a prospectus supplement as soon as practicable or (b) if required, a post-effective amendment to the shelfregistration statement or an additional shelf registration statement as soon as reasonably practicable after the end of each fiscal quarter.Accordingly, each holder that submits a completed and signed election and questionnaire after the initial deadline may experience delay in beingnamed as a selling securityholder in the registration statement and being able to deliver a prospectus in connection with the resale of such holder’snotes or common stock issued upon conversion of the notes.

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Comtech cannot assure you that it will be able to maintain this registration statement as effective and current. The absence of a registrationstatement may limit the holder’s ability to sell notes and/or common stock issuable upon conversion of such notes or adversely affect the price atwhich such securities can be sold.

Comtech shall:

• provide to each holder for whom a shelf registration statement was filed copies of the prospectus that is a part of such shelfregistration statement;

• notify each such holder when a shelf registration statement has become effective; and

• take certain other actions as are required to permit unrestricted resales of the notes and common stock issuable upon conversion ofthe notes.

Each holder who sells securities pursuant to this shelf registration statement generally is:

• required to be named as a selling securityholder in the related prospectus;

• required to deliver a prospectus to the purchaser;

• subject to certain of the civil liability provisions under the Securities Act in connection with the holder’s sales; and

• bound by the provisions of the registration rights agreement that are applicable to the holder (including certain indemnification rightsand obligations).

Comtech may suspend the holders’ use of the prospectus for a period not to exceed 45 calendar days in any 90 calendar day period, and notto exceed an aggregate of 120 calendar days in any 360 calendar day period, if:

• the prospectus would, in Comtech’s judgment, contain a material misstatement or omission as a result of an event that has occurredand is continuing; and

• Comtech determines in good faith that the disclosure of this material non-public information would have a material adverse effect on itand its subsidiaries taken as a whole.

However, if the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which wouldimpede Comtech’s ability to consummate such transaction, Comtech may extend the suspension period from 45 calendar days to 60 calendardays. Comtech need not specify the nature of the event giving rise to a suspension in any notice to holders of the notes of the existence of such asuspension.

Upon the resale of notes or common stock issued upon conversion of the notes, each selling securityholder will be required to deliver anotice of such sale, in substantially the form attached as Exhibit 1 to Annex A to the offering memorandum, to the trustee and Comtech. Thenotice will, among other things:

• identify the sale as a transfer pursuant to the shelf registration statement;

• certify that the prospectus delivery requirements, if any, of the Securities Act have been complied with; and

• certify that the selling securityholder and the aggregate principal amount of the notes and/or number of shares of Comtech’s commonstock owned by such holder are identified in the related prospectus in accordance with the applicable rules and regulations under theSecurities Act.

If:

• this shelf registration statement was not filed with the SEC on or prior to 90 calendar days after the first date of original issuance of thenotes;

• this shelf registration statement has not been declared effective by the SEC on or prior to 180 calendar days after the first date oforiginal issuance of the notes;

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• this shelf registration statement is filed and declared effective but thereafter ceases to be effective or usable in connection withresales of notes and common stock issuable upon conversion of the notes and Comtech does not cause the shelf registrationstatement to become effective or usable within five business days by filing a post-effective amendment, prospectus supplement orreport pursuant to the Exchange Act;

• if applicable, Comtech does not terminate the suspension period by the 45th or 60th calendar day, as the case may be, or asuspension period exceeds an aggregate of 120 calendar days in any 360 calendar day period; or

• subsequent to the effectiveness of this registration statement, Comtech fails to comply with its obligation to name in the prospectus,as a selling securityholder, a holder of notes and/or common stock issuable upon conversion of the notes who has returned acompleted and signed election and questionnaire,

each such event referred to in the bullet points above being referred to as a “registration default,” then additional interest will accrue on the notesfrom and including the calendar day following the registration default to but excluding the earlier of (1) the calendar day on which all registrationdefaults have been cured and (2) the date this shelf registration statement is no longer required to be kept effective. Additional interest will be paidin cash semi-annually in arrears, with the first semi-annual payment due on the first interest payment date following the date on which suchadditional interest begins to accrue, and will accrue on the notes at a rate per year equal to 0.25% for the first 90 calendar day period and to 0.50%thereafter of the principal amount of such notes. If a holder converts some or all of its notes into common stock during the occurrence of aregistration default, the holder will not be entitled to receive additional interest on such common stock, but will receive, with respect to the portionof the conversion obligation that Comtech settles in common stock, 103% of the number of shares of Comtech’s common stock that the holderwould otherwise receive upon conversion in the absence of such registration default. Comtech and the guarantors will have no other liability formonetary damages with respect to any of their registration obligations.

If this shelf registration statement covering the resales of the notes, the related guarantees and the common stock issuable upon conversionof the notes is not effective, these securities may not be sold or otherwise transferred.

Form, Denomination and Registration

Denomination and Registration

The notes are issued in fully registered form, without coupons, in denominations of $1,000 principal amount at issuance and integralmultiples thereof.

Global Notes

Notes are evidenced by one or more global notes deposited with the trustee as custodian for DTC, and registered in the name of Cede & Co.as DTC’s nominee.

Record ownership of the global notes may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or itsnominee, except as set forth below. A holder may hold its interests in the global notes directly through DTC if such holder is a participant in DTC,or indirectly through organizations which are direct DTC participants if such holder is not a participant in DTC. Transfers between direct DTCparticipants will be effected in the ordinary way in accordance with DTC’s rules and will be settled in same-day funds. Holders may alsobeneficially own interests in the global notes held by DTC through certain banks, brokers, dealers, trust companies and other parties that clearthrough or maintain a custodial relationship with a direct DTC participant, either directly or indirectly.

So long as Cede & Co., as nominee of DTC, is the registered owner of the global notes, Cede & Co. for all purposes will be considered thesole holder of the global notes. Except as provided below, owners of beneficial interests in the global notes:

• are not entitled to have certificates registered in their names;

• are not to receive or be entitled to receive physical delivery of certificates in definitive form; and

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• are not considered holders of the global notes.

The laws of some states require that certain persons take physical delivery of securities in definitive form. Consequently, the ability of anowner of a beneficial interest in a global security to transfer the beneficial interest in the global security to such persons may be limited.

Comtech will wire, through the facilities of the trustee, payments of principal, accrued interest (including additional interest), if any, on theglobal notes to Cede & Co., the nominee of DTC, as the registered owner of the global notes. None of the Company, the trustee or any payingagent will have any responsibility or be liable for paying amounts due on the global notes to owners of beneficial interests in the global notes.

It is DTC’s current practice, upon receipt of any payment of principal, accrued interest (including additional interest), if any, on the globalnotes, to credit participants’ accounts on the payment date in amounts proportionate to their respective beneficial interests in the notesrepresented by the global notes, as shown on the records of DTC, unless DTC believes that it will not receive payment on the payment date.Payments by DTC participants to owners of beneficial interests in notes represented by the global notes held through DTC participants will be theresponsibility of DTC participants, as is now the case with securities held for the accounts of customers registered in “street name.”

If a holder would like to convert its notes pursuant to the terms of the notes, the holder should contact its broker or other direct or indirectDTC participant to obtain information on procedures, including proper forms and cut-off times, for submitting those requests.

Because DTC can only act on behalf of DTC participants, who in turn act on behalf of indirect DTC participants and other banks, a holder’sability to pledge its interest in the notes represented by global notes to persons or entities that do not participate in the DTC system, or otherwisetake actions in respect of such interest, may be affected by the lack of a physical certificate.

DTC has advised Comtech that it will take any action permitted to be taken by a holder of notes, including, without limitation, thepresentation of notes for conversion as described below, only at the direction of one or more direct DTC participants to whose account with DTCinterests in the global notes are credited and only for the principal amount of the notes for which directions have been given.

DTC has advised Comtech that DTC is:

• a limited purpose trust company organized under the laws of the State of New York;

• a member of the Federal Reserve System;

• a “clearing corporation” within the meaning of the Uniform Commercial Code; and

• a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

DTC was created to hold securities for DTC participants and to facilitate the clearance and settlement of securities transactions betweenDTC participants through electronic book-entry changes to the accounts of its participants, thereby eliminating the need for physical movement ofcertificates. DTC participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certainother organizations, such as the initial purchaser of the notes. Certain DTC participants or their representatives, together with other entities, ownDTC. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through, or maintaina custodial relationship with, a participant, either directly or indirectly.

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the global notes among DTC participants,it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. If (a) DTC is atany time unwilling or unable to continue as depositary or if at any time ceases to be a “clearing agency” registered under the Exchange Act and asuccessor depositary is not appointed by Comtech within 90 days or (b) an event of default under the indenture occurs and is continuing and theregistrar has received a request from DTC that the notes be issued in definitive registered form, Comtech will cause the notes to be issued indefinitive registered form in exchange for the global notes. None of

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Comtech, the trustee or any of their respective agents have any responsibility for the performance by DTC or direct or indirect DTC participants oftheir obligations under the rules and procedures governing their operations, including maintaining, supervising or reviewing the records relating to orpayments made on account of beneficial ownership interests in global notes.

According to DTC, the foregoing information with respect to DTC has been provided to its participants and other members of the financialcommunity for information purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

Transfer and Exchange

A holder may transfer or exchange the notes only in accordance with the indenture. No service charge will be made for any registration oftransfer or exchange of notes, but Comtech may require payment of a sum sufficient to cover any tax, assessment or other governmental chargepayable in connection therewith. Comtech is not required to transfer or exchange any note in respect of which a fundamental change purchasenotice has been given and not withdrawn by the holder thereof.

Restrictions on Transfer; Legends

The notes and the shares of common stock which are issued upon conversion of the notes are subject to certain restrictions on transfer setforth on the notes and in the indenture and on the share certificates, and certificates evidencing the notes and shares of common stock will bearthe legend regarding such transfer restrictions.

Satisfaction and Discharge

Comtech may satisfy and discharge its obligations under the indenture by delivering to the trustee for cancellation all outstanding notes or bydepositing with the paying agent or the conversion agent, as the case may be, after the notes have become due and payable, whether at maturity,any redemption date, any purchase date, or upon conversion or otherwise, cash or common stock (as applicable under the terms of the indenture)sufficient to pay all of the outstanding notes and paying all other sums payable under the indenture. Such discharge is subject to terms containedin the indenture.

Governing Law

The indenture and the notes are governed by, and construed in accordance with, the laws of the State of New York.

Trustee, Transfer Agent and Registrar

The Bank of New York, as trustee, has been appointed by Comtech as paying agent, conversion agent, registrar and custodian with regardto the notes. The Bank of New York or its affiliates may from time to time in the future provide banking and other services to Comtech in exchangefor a fee.

American Stock Transfer & Trust Company is the transfer agent and registrar for Comtech’s common stock.

Calculations in Respect of Notes

Except as otherwise provided herein, Comtech or its agents are responsible for making all calculations called for under the notes. Thesecalculations include, but are not limited to, determination of the market price of the common stock. Comtech or its agents will make all thesecalculations in good faith and, absent manifest error, their calculations will be final and binding on holders of notes. Comtech or its agents willprovide a schedule of these calculations to the trustee, and the trustee is entitled to conclusively rely upon the accuracy of these calculationswithout independent verification.

Repurchase and Cancellation of Notes

Comtech and its subsidiaries may, to the extent permitted by law, repurchase notes in the open market or by tender offer at any price or byprivate agreement. Any notes purchased by Comtech or its subsidiaries, to the extent

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permitted by law, may be reissued or resold or may, at Comtech’s option, be surrendered to the trustee for cancellation. Any notes surrendered forcancellation may not be reissued or resold and will be promptly cancelled.

All notes surrendered for payment, redemption, registration of transfer or exchange or conversion shall, if surrendered to any person otherthan the trustee, be delivered to the trustee. All notes delivered to the trustee shall be cancelled promptly by the trustee. No notes shall beauthenticated in exchange for any notes cancelled as provided in the indenture.

Replacement of Notes

Comtech will replace mutilated, destroyed, stolen or lost notes at the expense of the holder upon delivery to the trustee of the mutilatednotes, or evidence of the loss, theft or destruction of the notes satisfactory to Comtech and the trustee. In the case of a lost, stolen or destroyednote, indemnity satisfactory to the trustee and Comtech may be required at the expense of the holder of such note before a replacement note willbe issued.

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DESCRIPTION OF CAPITAL STOCK

Overview

Our authorized capital stock consists of 30,000,000 shares of common stock, par value $.10, and 2,000,000 shares of preferred stock, parvalue $.10. As of April 5, 2004, there were 14,217,184 shares of common stock and no shares of preferred stock outstanding. As of such date,there were approximately 772 holders of record of our common stock. As of April 5, 2004, there were outstanding options to purchase an aggregateof 1,997,455 shares of our common stock at a weighted average price of $10.31 per share, of which options for 489,935 shares of common stockwere exercisable. Approximately 2,609,795 shares of common stock are reserved for issuance pursuant to stock option plans, including theshares subject to the outstanding options.

Common Stock

Each holder of our common stock is entitled to one vote per share on all matters submitted to a vote of stockholders, including the electionof directors. The common stock does not have cumulative voting rights, which means that (subject to the rights of the holders of preferred stock, ifany) the holders of a majority of the shares voting for election of directors can elect all members of our Board of Directors. Subject to thepreferential rights of the holders of shares of preferred stock, if any, the holders of common stock are entitled to share ratably in such dividends, ifany, as may be declared and paid by our Board of Directors out of funds legally available therefor. See “Dividend Policy.” Upon our liquidation ordissolution, the holders of our common stock will be entitled to share ratably in the assets legally available for distribution to shareholders afterpayment of liabilities and subject to the prior rights of any holders of preferred stock then outstanding. Holders of our common stock have noconversion, sinking fund, redemption, preemptive or subscription rights. The shares of common stock presently issued and outstanding are, andthe common stock to be issued upon conversion of the notes offered in connection with the offering, when issued and paid for, will be, fully paidand nonassessable. The rights, preferences, and privileges of holders of common stock are subject to the rights of the holders of shares of anyseries of preferred stock that we may issue in the future.

Preferred Stock

Our Board of Directors is authorized, subject to any limitations prescribed by law, from time to time to issue up to an aggregate of 2,000,000shares of preferred stock in one or more classes or series, each of such class or series to have such preferences, voting powers, qualificationsand special or relative rights or privileges as shall be determined by the Board of Directors in a resolution or resolutions providing for the issue ofsuch class or series of preferred stock. Thus, any class or series may, if so determined by our Board of Directors, have full voting rights with ourcommon stock or superior or limited voting rights, to be convertible into common stock or any other security that we may be authorized to issue,and have such other preferences, relative rights and limitations as our Board of Directors shall determine. As a result, any class or series of ourpreferred stock could have rights which would adversely affect the voting power of the common stock or which could delay, defer or prevent achange in control of Comtech. The shares of any class or series of preferred stock need not be identical. Currently, 200,000 shares of preferredstock have been designated Series A junior participating preferred stock pursuant to our rights plan described below. As of the date of thisprospectus, we have no plan to issue any shares of preferred stock.

Rights Plan

On December 15, 1998, we entered into a Rights Agreement with American Stock Transfer and Trust Company, as Rights Agent. Under theRights Agreement, our Board of Directors declared a dividend distribution of one Series A junior participating preferred stock purchase right foreach outstanding share of common stock. The Board also authorized and directed the issuance of one Right with respect to each share ofcommon stock issued thereafter. The Rights have certain anti-takeover effects.

The Rights are attached to all certificates representing outstanding shares of common stock, and no separate Right Certificates will bedistributed. The Rights will separate from the shares of common stock upon the earliest to occur of (1) a person or entity or group of affiliated orassociated persons having acquired beneficial ownership of 15% or more of the outstanding shares of our common stock (except pursuant to aPermitted Offer, as hereinafter defined); or (2) 10 business days (or such later date as our Board of Directors may determine) following thecommencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of

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which would result in a Person or Group becoming an Acquiring Person (as hereinafter defined) (the earliest of such dates being called the“Distribution Date”). A Person or Group whose acquisition of shares of our common stock causes a Distribution Date pursuant to clause (1) aboveis an “Acquiring Person.” The date that a Person or Group becomes an Acquiring Person is the “Shares Acquisition Date.”

A Person who acquires shares of common stock pursuant to a tender or exchange offer which is for all outstanding shares of common stockat a price and on terms which our Board of Directors determines (prior to our acquisition) to be adequate and in the best interests of us and ourstockholders (other than) such Person, its affiliates and associates) (a “Permitted Offer”) will not be deemed to be an Acquiring Person and suchPerson’s ownership will not constitute a Distribution Date.

The Rights are not exercisable until the Distribution Date, and will expire at the close of business on December 15, 2008, unless earlierredeemed by us.

In the event that any person becomes an Acquiring Person, each holder of Rights (other than Rights that have become null and void asdescribed below) will thereafter have the right (the “Flip-In Right”) to receive, upon exercise of each Right, the number of shares of common stock(or, in certain circumstances, other securities of the Company) having a value (immediately prior to such triggering event) equal to two times theproduct of (i) that number of one-hundredths of a share of Series A preferred stock for which such right is then exercisable and (ii) the exerciseprice of such Right. Currently, the exercise price of each Right is $26.70, and each Right is exercisable for 0.445 one-hundredths of a share ofSeries A preferred stock. For example, if a Person became an Acquiring Person at a time when the current per share market price of our commonstock is $30, each holder of a Right (other than a Right which has become null and void as described herein) would have the right to receive 1.78shares of common stock upon exercise of the Right and payment of $26.70.

Our Board of Directors, at its option, may exchange each Right (other than those that have become null and void as described below) for oneshare of common stock in lieu of the Flip-In Right, provided no Person is the beneficial owner of 50% or more of the shares of common stock atthe time of such exchange. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are or (undercertain circumstances specified in the Rights Agreement) were beneficially owned by any Acquiring Person or any affiliate or associate thereof orcertain transferees thereof will be null and void.

In the event that, at any time following the Shares Acquisition Date, (1) we are acquired in a merger or other business combinationtransaction in which the holders of all of the outstanding shares of common stock immediately prior to the consummation of the transaction are notthe holders of all of the surviving corporation’s voting power, or (2) more than 50% of our assets or earning power is sold or transferred, then eachholder of Rights (except Rights which previously have been voided as set forth above) shall thereafter have the right (the “Flip-Over Right”) toreceive, upon exercise of such Rights, shares of common stock of the acquiring company (or in certain circumstances, its parent) having a valueequal to two times the aggregate exercise price of the Rights. The Flip-Over Right shall not apply to any transaction described in clause (1) if suchtransaction is with a Person or Persons (or a wholly owned subsidiary of any such Person or Persons) that acquired shares of common stockpursuant to a Permitted Offer and the price and form of consideration offered in such transaction is the same as that paid to all holders of commonstock whose shares were purchased pursuant to the Permitted Offer. The holder of a Right will continue to have the Flip-Over Right whether or notsuch holder exercises or surrenders the Flip-In Right.

At any time prior to the earlier to occur of (1) a person becoming an Acquiring Person or (2) the expiration of the Rights, we may redeem theRights in whole, but not in part, at a price of $.01 per Right (the “Redemption Price”), which redemption shall be effective at such time, on suchbasis and with such conditions as the Board of Directors may establish in its sole discretion. We may, at our option, pay the Redemption Price incommon stock.

All of the provisions of the Rights Agreement may be amended by the Board of Directors prior to the Distribution Date. After the DistributionDate, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, defect or inconsistency, to makechanges which do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or, subject to certainlimitations, to shorten or lengthen any time period under the Rights Agreement.

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Our Board of Directors

Our Board of Directors is divided into three classes, with each class holding office for staggered three-year terms. The classification ofdirectors may have the effect of making it more difficult for our stockholders to change the composition of the Board of Directors in a relativelyshort period of time. In addition, the classified board provision could have the effect of discouraging a third party from attempting to gain control ofus, even though such an attempt might be beneficial to us and our stockholders. Accordingly, the classified board provision, if effective, coulddelay, defer or prevent a change in control of our company.

Fair Price Provision

Our certificate of incorporation contains a Fair Price Provision (the “Fair Price Provision”) which requires that mergers, certain other businesscombinations and similar transactions (“Business Combinations”) involving us and the beneficial owner of more than 10% of our voting shares (an“Interested Stockholder”) be approved by the vote of 80% or more of the outstanding voting shares (including a vote of at least 662/3% of theshares not held by the Interested Stockholder) unless the transaction is either approved by at least a two-thirds majority of the members of ourBoard of Directors who are unaffiliated with the Interested Stockholder and were directors before the Interested Stockholder became such(“Disinterested Directors”), or unless certain minimum price, form of consideration and procedural requirements are met. The Fair Price Provisiondoes not, however, preclude our Board of Directors in exercising its business judgment from either opposing or approving a takeover proposal,whether or not such a proposal satisfies the minimum price, form of consideration and procedural requirements. In addition, the Fair PriceProvision renders more difficult the consummation of a Business Combination by a person acquiring a substantial interest in our stock, regardlessof whether any such transaction was desired by the holders of a majority (but less than 80%) of the outstanding shares. Another effect of the FairPrice Provision is to vest in one stockholder, or a group of stockholders controlling 20% or more of our voting stock, a veto power or its practicalequivalent over certain transactions, unless the transactions were approved by the Disinterested Directors or the minimum price and otherprovisions were met, even though holder of a majority of our common stock may believe such transactions to be desirable and beneficial.

Certain Provisions of Delaware Law

We are subject to the provisions of Section 203 of the Delaware General Corporation Law (“GCL”), an anti-takeover law. In general, thisstatute prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period ofthree years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved ina prescribed manner. A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to theinterested stockholder. Subject to certain exceptions, for purposes of Section 203 of the GCL, an “interested stockholder” is a person who,together with affiliates, owns, or within three years did own, 15% or more of the corporation’s voting stock.

Liability of Directors and Officers

As permitted under Delaware law, our Certificate of Incorporation contains a provision that eliminates the personal liability of the directors tous and our stockholders for monetary damages for breaches of fiduciary duties as directors, except that such provision does not apply to anybreach that involves:

• a breach of a director’s duty of loyalty to our company;

• any act or omission not in good faith or which involves intentional misconduct or a knowing violation of law;

• a transaction from which the director derives an improper personal benefit; or

• the payment of dividends or the approval of stock repurchases or redemptions that are unlawful under the GCL.

Our By-laws provide that we shall indemnify (a) any person who was or is a party or is threatened to be made a party to any threatened,pending or completed action, suit or proceeding, whether civil, criminal, administrative or

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investigative (other than an action by or in the right of our company) by reason of the fact that he is or was one of our directors, officers oremployees, or is or was serving at our request as a director, officer or employee of another corporation, partnership, joint venture, trust or otherenterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by himin connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to ourbest interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, and (b) anyperson who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by us or in our name toprocure a judgment in its favor by reason of the fact that he is or was one of our directors, officers or employees, or is or was serving at ourrequest as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (includingattorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faithand in a manner he reasonably believed to be in or not opposed to our best interests and except that no indemnification shall be made in respectof any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of hisduty to us unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shalldetermine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly andreasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (“Securities Act”) may be permitted to directors, officers andcontrolling persons of the issuer pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC suchindemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Shares Available for Future Sale — Options and Warrants

As of April 5, 2004, there were outstanding options to purchase an aggregate of 1,997,455 shares of our common stock at a weightedaverage price of $10.31 per share, of which options for 489,935 shares of common stock were exercisable. The options were granted to keyemployees under our equity incentive plans as part of our long-term incentive compensation strategy to attract, retain and incentivize highlyqualified employees. Approximately 2,609,795 shares of common stock are reserved for issuance pursuant to stock option plans, including theshares subject to the outstanding options. There are no outstanding warrants to purchase shares of our capital stock.

Transfer Agent

The transfer agent for our common stock is American Stock Transfer and Trust Company, 59 Maiden Lane, New York, New York 10038,telephone number (718) 921-8201.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain U.S. federal income tax consequences of the ownership and disposition of the notes, and where noted,the common stock into which the notes may be converted, as of the date of this prospectus. Except where noted, this summary deals only with anote held as a capital asset by a U.S. holder, and does not deal with special situations. For example, this summary does not address:

• tax consequences to holders who may be subject to special tax treatment, such as dealers in securities or currencies, traders insecurities that elect to use the mark-to-market method of accounting for their securities, financial institutions, regulated investmentcompanies, real estate investment trusts, tax-exempt entities or insurance companies;

• tax consequences to persons holding the notes as part of an integrated, constructive sale or conversion transaction or a hedge orstraddle;

• tax consequences to holders of the notes whose “functional currency” is not the U.S. dollar;

• alternative minimum tax consequences, if any; or

• any state, local or foreign tax consequences.

The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the Code), U.S. TreasuryRegulations (“Treasury Regulations”), rulings of the Internal Revenue Service (“IRS”) and judicial decisions, all as of the date of this prospectus.Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those discussedbelow.

If a partnership holds the notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of thepartnership. If you are a partner of a partnership holding the notes, you should consult your own tax advisors.

No statutory, administrative or judicial authority directly addresses the treatment of the notes or instruments similar to the notes for U.S.federal income tax purposes. The IRS has issued a revenue ruling with respect to instruments similar to the notes. This ruling supports certainaspects of the treatment described below. However, no rulings have been sought or are expected to be sought from the IRS with respect to any ofthe U.S. federal income tax consequences regarding this particular offering. As a result, we cannot assure you that the IRS will agree with the taxcharacterizations and the tax consequences described below.

If you are considering purchasing the notes, you should consult your own tax advisors concerning the U.S. federal incometax consequences in light of your particular situation and any consequences arising under the laws of any other taxing jurisdiction.

U.S. Holders

The following discussion is a summary of certain U.S. federal income tax consequences that will apply to you if you are a U.S. holder ofnotes.

For purposes of this discussion, a U.S. holder is a beneficial owner of a note that is:

• a citizen or resident of the United States;

• a corporation or partnership created or organized in or under the laws of the United States or any political subdivision of the UnitedStates;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have authority tocontrol all substantial decisions of the trust or (2) has a valid election in effect under applicable Treasury Regulations to be treated asa U.S. person.

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Classification of the Notes

Under the indenture governing the notes, we and each holder of the notes agree, for U.S. federal income tax purposes, to treat the notes asindebtedness that is subject to the Treasury Regulations governing contingent payment debt instruments (the “Contingent Debt Regulations”) in themanner described below. The remainder of this discussion assumes that the notes will be so treated and does not address any possible differingtreatments of the notes. However, the application of the Contingent Debt Regulations to instruments such as the notes is uncertain in severalrespects, and no rulings have been sought from the IRS or a court with respect to any of the tax consequences discussed below. Accordingly, noassurance can be given that the IRS or a court will agree with the treatment described herein. Any differing treatment could affect the amount,timing and character of income, gain or loss in respect of an investment in the notes. Holders should consult their tax advisors concerning thetax treatment of holding the notes.

Accrual of Interest

Under the Contingent Debt Regulations, actual cash payments on the notes, including payments of contingent interest, if any, will not bereported separately as taxable income, but will be taken into account under such regulations. As discussed more fully below, the effect of theseContingent Debt Regulations will be to:

• require you, regardless of your usual method of tax accounting, to use the accrual method with respect to the notes;

• require you to accrue original issue discount at the comparable yield (as described below), which will be substantially in excess ofinterest payments actually received by you; and

• generally result in ordinary (rather than capital) treatment of any gain, and to some extent loss, on the sale, exchange, repurchase orredemption of the notes.

You will be required to accrue an amount of original issue discount for U.S. federal income tax purposes, for each accrual period prior to andincluding the maturity date of the notes that equals:

• the product of (i) the adjusted issue price (as defined below) of the notes as of the beginning of the accrual period; and (ii) thecomparable yield (as defined below) of the notes, adjusted for the length of the accrual period;

• divided by the number of days in the accrual period; and

• multiplied by the number of days during the accrual period that you held the notes.

The issue price of a note was the first price at which a substantial amount of the notes were sold to the public, excluding bond houses,brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers. The adjusted issue price of anote will be its issue price increased by any original issue discount previously accrued, determined without regard to any adjustments to originalissue discount accruals described below, and decreased by the projected amounts of any payments previously made with respect to the notes. Ifyou purchase a note at a price other than at its issue price, see the discussion under “—Purchasers of Notes at a Price Other Than the AdjustedIssue Price.”

Under the Contingent Debt Regulations, you will be required to include original issue discount in income each year, regardless of your usualmethod of tax accounting, based on the comparable yield of the notes. We have determined the comparable yield of the notes based on the rate,as of the initial issue date, at which we would issue a fixed-rate, nonconvertible debt instrument with no contingent payments but with terms andconditions similar to the notes. Accordingly, we have determined that the comparable yield is an annual rate of 8.5%, compounded semi-annually.

We are required to furnish to you the comparable yield and, solely for tax purposes, a projected payment schedule that includes the actualinterest payments, if any, on the notes and estimates the amount and timing of contingent interest payments and payment upon maturity on thenotes taking into account the fair market value of the common stock that might be paid upon a conversion of the notes. You may obtain theprojected payment

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schedule by submitting a written request for it to us at the address set forth in “Incorporation of Certain Documents by Reference”. By purchasingthe notes, you agree in the indenture to be bound by our determination of the comparable yield and projected payment schedule. For U.S. federalincome tax purposes, you must use the comparable yield and the schedule of projected payments in determining your original issue discountaccruals, and the adjustments thereto described below, in respect of the notes.

The comparable yield and the projected payment schedule are not provided for any purpose other than the determination of youroriginal issue discount and adjustments thereof in respect of the notes and do not constitute a projection or representation regarding theactual amount of the payments on a note.

Adjustments to Interest Accruals on the Notes

If the actual contingent payments made on the notes differ from the projected contingent payments, adjustments will be made for thedifference. If, during any taxable year, you receive actual payments with respect to the notes for that taxable year that in the aggregate exceed thetotal amount of projected payments for the taxable year, you will incur a positive adjustment equal to the amount of such excess. The positiveadjustment will be treated as additional original issue discount in that taxable year. For these purposes, the payments in a taxable year include thefair market value of property received in that year. If you receive in a taxable year actual payments with respect to the notes for that taxable yearthat in the aggregate are less than the amount of projected payments for that taxable year, you will incur a negative adjustment equal to theamount of the deficit. A negative adjustment will:

• first, reduce the amount of original issue discount required to be accrued in the current year;

• second, any negative adjustment that exceeds the amount of original issue discount accrued in the current year will be treated asordinary loss to the extent of your total prior original issue discount inclusions with respect to the notes, reduced to the extent suchprior original issue discount was offset by prior negative adjustments; and

• third, any excess negative adjustment will be treated as a regular negative adjustment in the succeeding taxable year.

Sale, Exchange, Conversion or Redemption

Upon the sale, exchange, conversion, repurchase or redemption of a note, you will recognize gain or loss equal to the difference betweenyour amount realized (as it may be reduced in the manner described in the next following paragraph) and your adjusted tax basis in the notes. As aholder of a note, you agree that under the Contingent Debt Regulations, we will report the amount realized as including the fair market value of ourstock that you receive on conversion as a contingent payment. Such gain on a note generally will be treated as ordinary income. Loss from thedisposition of a note will be treated as ordinary loss to the extent of your prior net original issue discount inclusions with respect to the notes. Anyloss in excess of that amount will be treated as capital loss, which will be long-term if the notes were held for greater than one year. Thedeductibility of net capital losses by individuals and corporations is subject to limitations.

Any excess negative adjustment in the taxable year in which the note is sold, exchanged or retired reduces your amount realized on thenote.

Special rules apply in determining the tax basis of a note. Your tax basis in a note is generally increased by original issue discount (beforetaking into account any adjustments) you previously accrued on the notes, and reduced by the projected amount of any payments previouslyscheduled to be made on the notes.

Under this treatment, your adjusted tax basis in the common stock received upon conversion of a note will equal the then current fair marketvalue of such common stock. Your holding period for our common stock received will commence on the day of conversion.

Given the uncertain tax treatment of instruments such as the notes, you should contact your tax advisers concerning the tax treatment onconversion of a note and the ownership of the common stock.

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Purchasers of Notes at a Price other than the Adjusted Issue Price

If you purchase a note in the secondary market for an amount that differs from the adjusted issue price of the note at the time of purchase,you will be required to accrue interest income on the note in accordance with the comparable yield even if market conditions have changed sincethe date of issuance. You must reasonably determine whether the difference between the purchase price for a note and the adjusted issue price ofa note is attributable to a change in expectations as to the contingent amounts potentially payable in respect of the note, a change in interest ratessince the note was issued, or both, and allocate the difference accordingly. Adjustments allocated to a change in interest rates will cause, as thecase may be, a “positive adjustment” or a “negative adjustment” to your interest inclusion. If the purchase price of a note is less than its adjustedissue price, a positive adjustment will result, and if the purchase price is more than the adjusted issue price of a note, a negative adjustment willresult. To the extent that an adjustment is attributable to a change in interest rates, it must be reasonably allocated to the daily portions of interestover the remaining term of the note.

To the extent that the difference between your purchase price for the note and the adjusted issue price of the note is attributable to a changein expectations as to the contingent amounts potentially payable in respect of the note (and not to a change in the market interest rates), you willbe required to reasonably allocate that difference to the contingent payments. Adjustments allocated to the contingent payments will be taken intoaccount when the contingent payments are made. Any negative or positive adjustment of the kind described above made by you will decrease orincrease, respectively, your tax basis in the note.

Certain U.S. holders will receive Forms 1099-OID reporting interest accruals on their note. Those forms will not, however, reflect the effect ofany positive or negative adjustments resulting from your purchase of a note in the secondary market at a price that differs from its adjusted priceon the date of purchase. You are urged to consult your tax advisor as to whether, and how, such adjustments should be made to the amountsreported on any Form 1099-OID.

Constructive Distributions

The conversion ratio of the notes will be adjusted in certain circumstances. Under section 305(c) of the Code, adjustments (or failures tomake adjustments) that have the effect of increasing your proportionate interest in our assets or earnings may in some circumstances result in adeemed distribution to you. Adjustments to the conversion rate made pursuant to a bona fide reasonable adjustment formula that has the effect ofpreventing the dilution of the interest of the holders of the notes, however, will generally not be considered to result in a deemed distribution to you.Certain of the possible conversion rate adjustments provided for in the notes (including, without limitation, adjustments in respect of taxabledividends to holders of our common stock) will not qualify as being pursuant to a bona fide reasonable adjustment formula. If such adjustments aremade, you will be deemed to have received a distribution even though you have not received any cash or property as a result of such adjustments.Any deemed distributions will be taxable as a dividend, return of capital, or capital gain in accordance with the earnings and profits rules under theCode. It is not clear whether a constructive dividend deemed paid to non-corporate holders would be eligible for the preferential rates of U.S.federal income tax applicable in respect of certain dividends under recently enacted legislation. It is also unclear whether corporate holders wouldbe entitled to claim the dividends received deduction with respect to any such constructive dividends. You should consult your tax advisorsconcerning the tax treatment of such constructive distributions.

Non-U.S. Holders

The following is a summary of the U.S. federal tax consequences that will apply to you if you are a non-U.S. holder of notes or shares ofcommon stock. The term “non-U.S. holder” means a beneficial owner of a note or share of common stock that is not a U.S. holder.

Special rules may apply to certain non-U.S. holders such as “controlled foreign corporations”, “passive foreign investment companies”,“foreign personal holding companies”, corporations that accumulate earnings to avoid federal income tax or, in certain circumstances, individualswho are U.S. expatriates. Such non-U.S. holders should consult their own tax advisors to determine the U.S. federal, state, local and other taxconsequences that may be relevant to them.

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Payments with Respect to the Notes

The 30% U.S. federal withholding tax will not apply to any payment to you of principal or interest (including amounts taken into income underthe accrual rules described above under “—U.S. Holders” and a payment of common stock pursuant to a conversion) on a note, provided that:

• interest paid on the note is not effectively connected with your conduct of a trade or business in the United States;

• you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock that are entitledto vote within the meaning of Section 871(h)(3) of the Code;

• you are not a controlled foreign corporation that is related to us through stock ownership;

• you are not a bank whose receipt of interest (including original issue discount) on a note is described in Section 881(c)(3)(A) of theCode;

• our common stock continues to be actively traded within the meaning of Section 871(h)(4)(C)(v)(I) of the Code and we are not a “U.S.real property holding corporation”; and

• (a) you provide your name and address, and certify, under penalties of perjury, that you are not a U.S. person (which certification maybe made on an IRS Form W-8BEN (or successor form)) or (b) you hold your notes through certain foreign intermediaries and yousatisfy the certification requirements of applicable Treasury Regulations.

Special certification rules apply to holders that are pass-through entities.

If you cannot satisfy the requirements described above, payments of interest (including original issue discount) will be subject to the 30%U.S. federal withholding tax, unless you provide us with a properly executed (1) IRS Form W-8BEN (or successor form) claiming an exemptionfrom or reduction in withholding under the benefit of an applicable income tax treaty or (2) IRS Form W-8ECI (or successor form) stating thatinterest (including original issue discount) paid on the notes is not subject to withholding tax because it is effectively connected with your conductof a trade or business in the United States.

If you are engaged in a trade or business in the United States and interest (including original issue discount) on a note is effectivelyconnected with the conduct of that trade or business, you will be subject to U.S. federal income tax on that interest on a net income basis(although exempt from the 30% withholding tax if you satisfy the certification requirement described under “Payments with Respect to the Notes”)in the same manner as if you were a U.S. person as defined under the Code. In addition, if you are a foreign corporation, you may be subject to a“branch profits tax” equal to 30% (or lower applicable income tax treaty rate) of your earnings and profits for the taxable year, subject toadjustments, that are effectively connected with your conduct of a trade or business in the United States.

Payments on Common Stock and Constructive Dividends

Any dividends paid to you with respect to the shares of common stock (and any deemed dividends resulting from certain adjustments, orfailure to make adjustments, to the number of shares of common stock to be issued upon conversion, see “—U.S. Holders — ConstructiveDistributions” above) will be subject to withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.However, dividends that are effectively connected with the conduct of a trade or business within the United States and, where a tax treaty applies,are attributable to a U.S. permanent establishment, are not subject to the withholding tax, but instead are subject to U.S. federal income tax on anet income basis at applicable graduated individual or corporate rates. Certain certification and disclosure requirements must be complied with inorder for effectively connected income to be exempt from withholding. Any such effectively connected dividends received by a foreign corporationmay, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by anapplicable income tax treaty.

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A non-U.S. holder of shares of common stock who wishes to claim the benefit of an applicable treaty rate is required to satisfy applicablecertification and other requirements. If you are eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty, you may obtaina refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS.

As more fully described under “Description of Notes — Registration Rights,” upon the occurrence of certain enumerated events we may berequired to pay additional amounts to you. Payments of such additional amounts may be subject to federal withholding.

Sale, Exchange or Redemption of Shares of Common Stock

Any gain realized upon the sale, exchange, redemption or other disposition of a share of common stock generally will not be subject to U.S.federal income tax unless:

• that gain is effectively connected with the conduct of a trade or business in the United States by you,

• you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain otherconditions are met, or

• we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes.

An individual non-U.S. holder described in the first bullet point above will be subject to U.S. federal income tax on the net gain derived fromthe sale. An individual non-U.S. holder described in the second bullet point above will be subject to a flat 30% U.S. federal income tax on the gainderived from the sale, which may be offset by U.S. source capital losses, even though the holder is not considered a resident of the United States.A non-U.S. holder that is a foreign corporation and is described in the first bullet point above will be subject to tax on gain under regular graduatedU.S. federal income tax rates and, in addition, may be subject to a “branch profits tax” at a 30% rate or a lower rate if so specified by an applicableincome tax treaty.

We believe that we are not and do not anticipate becoming a “U.S. real property holding corporation” for U.S. federal income tax purposes. Ifwe are or become a “United States real property holding corporation” and our common stock is and continues to be regularly traded on anestablished securities market, only a non-United States holder of common stock who holds or held (at any time during the shorter of the five yearperiod preceding the date of disposition or the holder’s holding period) more than 5% of our common stock will be subject to United States federalincome tax on the disposition of our common stock.

U.S. Federal Estate Tax

The U.S. federal estate tax will not apply to notes owned by you at the time of your death, provided that any payment to you on the notes,including original issue discount, would be eligible for exemption from the 30% federal withholding tax under the rules described under “Paymentswith Respect to the Notes” without regard to the sixth bullet point. However, shares of common stock held by you at the time of your death will beincluded in your gross estate for U.S. federal estate tax purposes unless an applicable estate tax treaty provides otherwise.

Backup Withholding and Information Reporting

If you are a U.S. holder of notes or shares of common stock, information reporting requirements generally will apply to all payments we maketo you and the proceeds from a sale of a note or share of common stock made to you, unless you are an exempt recipient such as a corporation.A backup withholding tax will apply to those payments if you fail to provide a taxpayer identification number, or a certification of exempt status, orif you fail to report in full interest and dividend income.

In general, if you are a non-U.S. holder, you will not be subject to backup withholding with respect to payments that we make to you providedthat we do not have actual knowledge or reason to know that you are a U.S. person and you have given us the statement described above under“—Payments With Respect to the Notes.” We must report annually to the IRS and to each non-U.S. holder the amount of interest and dividendspaid to such holder and the tax withheld with respect to such interest and dividends, regardless of whether withholding was required. Copies of theinformation returns reporting such interest and dividends and withholding may also be made available to the

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tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty.

In addition, if you are a non-U.S. holder, payments of the proceeds of a sale of a note or share of common stock within the United States orconducted through certain U.S.-related financial intermediaries are subject to both backup withholding and information reporting unless you certifyunder penalties of perjury that you are a non-U.S. holder (and the payor does not have actual knowledge or reason to know that you are a U.S.person) or you otherwise establish an exemption.

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liabilityprovided the required information is furnished to the IRS.

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CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase, ownership and disposition of the notes and commonstock issuable upon conversion of the notes by employee benefit plans that are subject to Title I of the U.S. Employee Retirement IncomeSecurity Act of 1974, as amended (“ERISA”), plans, individual retirement accounts and other arrangements that are subject to Section 4975 of theCode or provisions under United States federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA orthe Code (collectively, “similar laws”); and entities whose underlying assets are considered to include “plan assets” of such plans, accounts andother arrangements (each a “plan”).

The following discussion is general in nature and is not intended to be all inclusive. Due to the complexity of these rules and the penaltiesthat may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other personsconsidering purchasing notes or shares of common stock issuable upon conversion of the notes on behalf of, or with the assets of, any plan,consult with their counsel to determine whether such plan is subject to Title I of ERISA, Section 4975 of the Code and/or any similar laws andwhether an exemption would be applicable to the purchase and holding of the notes and the common stock issuable upon conversion of the notes.

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a plan subject to Title I of ERISA or Section 4975 of the Code(an “ERISA plan”) and prohibit certain transactions involving the assets of an ERISA plan and its fiduciaries or other interested parties. UnderERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA plan or themanagement or disposition of the assets of such an ERISA plan, or who renders investment advice for a fee or other compensation to such anERISA plan, is generally considered to be a fiduciary of the ERISA plan.

In considering the purchase of notes or common stock issuable upon conversion of the notes to be held as the assets of any plan, afiduciary should determine whether the investment in the notes or the common stock issuable upon conversion of the notes is in accordance withthe documents and instruments governing the plan and the applicable provisions of ERISA, the Code or any similar law relating to a fiduciary’sduties to the plan, including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA,the Code and any other applicable similar laws. Plan fiduciaries should also consider the entire discussion under the preceding section entitled“Certain U.S. Federal Income Tax Considerations,” as material contained therein may be relevant to any decision by a plan to purchase notes (orcommon stock issuable upon conversion of the notes).

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA plans from engaging in specified transactions involving plan assets withpersons or entities who are “parties in interest” (within the meaning of Section 3(14) of ERISA) or “disqualified persons” (within the meaning ofSection 4975 of the Code), unless an exemption is available. A party in interest or disqualified person that engaged in a non-exempt prohibitedtransaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISAplan that engaged in a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code.

The purchase and holding of the notes (or common stock issuable upon conversion of the notes) by an ERISA plan with respect to which weor the initial purchaser, are considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibitedtransaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the notes (or common stock issuable upon conversion of thenotes) are acquired and held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, theU.S. Department of Labor (the “DOL”) has issued prohibited transaction class exemptions, or “PTCEs,” that may apply to the purchase and holdingof the notes. These class exemptions include, without limitation, PTCE 91-38 regarding bank collective investment funds, PTCE 90-1 regardinginsurance company pooled separate accounts, PTCE 84-14 regarding transactions determined by independent qualified professional assetmanagers, PTCE 95-60 regarding life insurance company general accounts and PTCE 96-23 regarding transactions determined by in-house assetmanagers. There can be no assurance that all of the conditions of any such exemptions will be satisfied.

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Plan Asset Issues

While ERISA and the Code do not define “plan assets,” regulations (the “plan asset regulations”) promulgated under ERISA by the DOLprovide guidance on the circumstances under which an ERISA plan’s investment will be subject to a “look through rule” and thus turn our assetsinto plan assets. When an ERISA plan acquires an equity interest in an entity that is neither a “publicly-offered security” nor a security issued byan investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), the ERISA plan’sassets include both the equity interest and an undivided interest in each of the underlying assets of the entity unless it is established either thatequity participation in the entity by “benefit plan investors” is not significant or that the entity is an “operating company,” in each case as defined inthe plan asset regulations. Although no assurances can be given, we do not anticipate that the notes will be deemed an equity interest inComtech, although the convertible feature could be treated as a substantial equity feature. However, the shares of common stock issuable uponconversion of the notes will constitute an equity interest in Comtech.

Furthermore, we do not anticipate (i) that we will be an investment company registered under the Investment Company Act or (ii) that we willmonitor whether investment in the common stock issuable upon conversion of the notes by benefit plan investors will be “significant” for purposesof the plan asset regulations. We do anticipate that we will qualify as an “operating company” within the meaning of the plan asset regulations,although no assurances can be given in this regard.

Plan Asset Consequences

If our assets are deemed to be “plan assets” under ERISA, this would result, among other things, in (i) the application of the prudence andother fiduciary responsibility standards of ERISA to investments made by us, which could materially affect our operations, (ii) potential liability ofpersons having investment discretion over the plan assets provided to us should our use or investment of such assets not conform to ERISA’sprudence and fiduciary standards and (iii) the possibility that certain transactions in which we might engage would constitute “prohibitedtransactions” under ERISA and the Code.

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SELLING SECURITYHOLDERS

We originally issued the notes in a private placement to Bear, Stearns & Co. Inc. (the “initial purchaser”) on January 27, 2004. The noteswere resold by the initial purchaser to qualified institutional buyers within the meaning of Rule 144A under the Securities Act in transactionsexempt from registration under the Securities Act. The notes and the shares of common stock issuable upon the conversion of the notes that maybe offered pursuant to this prospectus will be offered by the selling securityholders, which includes their transferees, distributees, pledgees ordonees or their successors.

The following table sets forth information with respect to the selling securityholders and the principal amounts of notes beneficially owned byeach selling securityholder that may be offered pursuant to this prospectus. The information is based on information provided by or on behalf of theselling securityholders on or prior to April 6, 2004. The selling securityholders may offer all, some or none of the notes or the common stock intowhich the notes are convertible. Because the selling securityholders may offer all or some portion of the notes or common stock, we cannotestimate the amount of the notes or the common stock that will be held by the selling securityholders upon termination of any of these sales. Inaddition, the selling securityholders identified below may have sold, transferred or otherwise disposed of all or a portion of their notes since thedate on which they provided the information regarding their notes in transactions exempt from the registration requirements of the Securities Act.The percentage of notes outstanding beneficially owned by each selling securityholder is based on $105.0 million aggregate principal amount ofnotes outstanding.

The number of shares of common stock issuable upon conversion of the notes shown in the table below assumes conversion of the fullamount of notes held by each selling securityholder at an initial conversion rate of 21.1640 shares of common stock per $1,000 principal amount ofnotes and a cash payment in lieu of any fractional shares. This conversion price is subject to adjustment in certain events. Accordingly, thenumber of conversion shares may increase or decrease from time to time. No selling securityholder named in the table below beneficially ownsone percent or more of our common stock, based on 14,217,184 shares of common stock outstanding on April 5, 2004. Information concerningother selling securityholders will be set forth in prospectus supplements or, if appropriate, post-effective amendments to the registration statementof which this prospectus is a part, from time to time, if required. The number of shares of common stock owned by the other sellingsecurityholders or any future transferee from any such holder assumes that they do not beneficially own any common stock other than commonstock into which the notes are convertible.

Selling Securityholder (1)

PrincipalAmount of Notes

BeneficiallyOwned

and Offered Hereby (1)

Percentageof

Notes Outstanding

Number of Shares of Common Stock

BeneficiallyOwned

(1)(2) Offered Hereby

OwnedAfter

the Offering

Bear, Stearns & Co. Inc. $ 300,000 *% 72,826 6,349 66,477

BP Amoco PLC Master Trust 295,000 * 6,243 6,243 —

Calamos Market Neutral Fund – Calamos Investment Trust 2,000,000 1.90 42,328 42,328 —

CNH CA Master Account, L.P. 750,000 * 15,873 15,873 —

Credit Suisse First Boston Europe Limited 750,000 * 15,873 15,873 —

DB Equity Opportunities Master Portfolio Ltd. 400,000 * 8,465 8,465 —

DKR Sandshore Opportunity Holding Fund Ltd. 2,250,000 2.14 47,619 47,619 —

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Selling Securityholder (1)

PrincipalAmount of Notes

BeneficiallyOwned

and Offered Hereby (1)

Percentageof

Notes Outstanding

Number of Shares of Common Stock

BeneficiallyOwned

(1)(2) Offered Hereby

OwnedAfterthe

Offering

DKR Sandshore Strategic Holding Fund Ltd. 1,000,000 * 21,164 21,164 —

FrontPoint Convertible Arbitrage Fund, L.P. 4,750,000 4.52 100,529 100,529 —

Goldman, Sachs & Co. 5,000,000 4.76 117,709 105,820 11,889

Grace Convertible Arbitrage Fund, Ltd. 4,500,000 4.29 95,238 95,238 —

Guggenheim Portfolio Co. XV, LLC 1,000,000 * 21,164 21,164 —

Hotel Union & Hotel Industry of Hawaii Pension Plan 66,000 * 1,396 1,396 —

Hourglass Master Fund, Ltd. 850,000 * 17,989 17,989 —

Institutional Benchmarks Master Fund Ltd. 419,000 * 8,867 8,867 —

Jefferies & Company Inc. 1,000 * 21 21 —

KBC Financial Products USA, Inc. 2,100,000 2.00 44,444 44,444 —

Liberty View Convertible Arbitrage Fund, Ltd. 1,500,000 1.43 31,746 31,746 —

Liberty View Funds, L.P. 3,500,000 3.33 74,074 74,074 —

Man Convertible Bond Master Fund L.P. 4,701,000 4.48 99,491 99,491 —

McMahan Securities Co. L.P. 100,000 * 2,116 2,116 —

Putnam Convertible Income – Growth Trust 4,300,000 4.10 91,005 91,005 —

Pyramid Equity Strategies Fund 100,000 * 2,116 2,116 —

RCG Halifax Master Fund, Ltd. 1,000,000 * 21,164 21,164 —

RCG Latitude Master Fund, Ltd. 6,000,000 5.71 126,984 126,984 —

RCG Multi Strategy Master Fund, Ltd. 1,000,000 * 21,164 21,164 —

Ritchie Beech Trading, Ltd. 150,000 * 3,174 3,174 —

Satellite Convertible Arbitrage Master Fund, LLC 2,250,000 2.14 47,619 47,619 —

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Selling Securityholder (1)

PrincipalAmount of Notes

BeneficiallyOwned

and OfferedHereby (1)

Percentageof

Notes Outstanding

Number of Shares of Common Stock

BeneficiallyOwned

(1)(2) Offered Hereby

OwnedAfterthe

Offering

Silverback Master, Ltd. 5,000,000 4.76 105,820 105,820 —

Sphinx Convertible Arb Fund SPC 113,000 * 2,391 2,391 —

SSI Blended Market Neutral L.P. 132,000 * 2,793 2,793 —

SSI Hedged Convertible Market Neutral L.P. 218,000 * 4,613 4,613 —

St. Thomas Trading, Ltd. 7,799,000 7.43 165,058 165,058 —

Sterling Investment Co. 1,500,000 1.43 31,746 31,746 —

The Drake Offshore Master Fund, Ltd. 6,500,000 6.19 137,566 137,566 —

Viacom Inc. Pension Plan Master Trust 6,000 * 126 126 —

UBS AG London F/B/O PB Desk 3,000,000 2.86 63,492 63,492 —

Victus Capital, L.P. 2,000,000 1.90 42,328 42,328 —

Xavex Convertible Arbitrage 5 Fund 1,000,000 * 21,164 21,164 —

______________

* Less than 1%.(1) Information regarding the selling securityholders may change from time to time. Any such changed information will be set forth in

supplements to this prospectus if and when necessary.(2) Assumes conversion at an initial conversion rate of 21.1640 shares of common stock per $1,000 principal amount of notes and a cash

payment in lieu of any fractional shares. However, this conversion price will be subject to adjustment and, as a result, the amount ofcommon stock issuable upon conversion of the notes may increase or decrease in the future.

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PLAN OF DISTRIBUTION

The selling securityholders and their successors, which includes their transferees, distributees, pledgees or donees or their successors, maysell the notes and the underlying common stock directly to purchasers or through underwriters, broker-dealers or agents. Underwriters, broker-dealers or agents may receive compensation in the form of discounts, concessions or commissions from the selling securityholders or thepurchasers. These discounts, concessions or commissions may be in excess of those customary in the types of transactions involved.

The notes and the underlying common stock may be sold in one or more transactions at fixed prices:

• at prevailing market prices at the time of sale;

• at prices related to such prevailing market prices;

• at varying prices determined at the time of sale; or

• at negotiated prices.

Such sales may be effected in transactions in the following manner (which may involve crosses or block transactions):

• on any national securities exchange or quotation service on which the notes or the common stock may be listed or quoted at the timeof sale;

• in the over-the-counter market;

• in transactions otherwise than on such exchanges or services or in the over-the-counter market;

• through the writing of options, whether such options are listed on an options exchange or otherwise; or

• through the settlement of short sales.

Selling securityholders may enter into hedging transactions with broker-dealers or other financial institutions which may in turn engage inshort sales of the notes or the underlying common stock and deliver these securities to close out such short positions, or lend or pledge the notesor the common stock into which the notes are convertible to broker-dealers that in turn may sell these securities.

From time to time, one or more of the selling securityholders may distribute, devise, gift, pledge, hypothecate or grant a security interest insome or all of the securities owned by them. Any such distributees, devisees or donees will be deemed to be selling securityholders. Any suchpledges, secured parties or persons to whom the securities have been hypothecated will, upon foreclosure in the event of default, be deemed to beselling securityholders.

The aggregate proceeds to the selling securityholders from the sale of the notes or underlying common stock will be the purchase price ofthe notes or common stock less any discounts and commissions. A selling securityholder reserves the right to accept and, together with theiragents, to reject, any proposed purchase of notes or common stock to be made directly or through agents. We will not receive any of the proceedsfrom this offering.

Our underlying common stock is quoted on the Nasdaq National Market. We do not intend to list the notes for trading on any nationalsecurities exchange or on the Nasdaq National Market. We cannot guarantee that any trading market will develop for the notes.

The notes and underlying common stock may be sold in some states only through registered or licensed brokers or dealers. The sellingsecurityholders and any underwriters, broker-dealers or agents that participate in the sale of the notes and common stock into which the notes areconvertible may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profitthey earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling securityholders who are“underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the SecuritiesAct. The selling securityholders have acknowledged that they understand their obligations to comply, and have agreed to comply, with theprospectus delivery requirements and other provisions of the Securities Act and the Exchange Act, and the respective rules thereunder,particularly Regulation M thereunder, in connection with any offering of the securities offered hereby.

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In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may besold under Rule 144 or Rule 144A rather than pursuant to this prospectus. A selling securityholder may not sell any notes or common stockdescribed herein and may not transfer, devise or gift such securities by other means not described in this prospectus.

If required, the specific notes or common stock to be sold, the names of the selling securityholders, the respective purchase prices andpublic offering prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offerwill be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of whichthis prospectus is a part.

Pursuant to the registration rights agreement filed as an exhibit to the registration statement of which this prospectus is a part, we and theselling securityholders will be indemnified by each other against certain liabilities, including certain liabilities under the Securities Act or will beentitled to contribution in connection with these liabilities.

We have agreed to pay substantially all of the expenses incidental to the registration, offering and sale of the notes and underlying commonstock to the public other than applicable transfer taxes and commissions, fees and discounts of underwriters, brokers, dealers and agents.

LEGAL MATTERS

The legality of the notes offered hereby and of the shares of common stock issuable upon conversion thereof will be passed upon for us byProskauer Rose LLP, New York, New York.

EXPERTS

The consolidated financial statements and the related consolidated financial statement schedule of Comtech Telecommunications Corp. asof July 31, 2003 and 2002, and for each of the years in the three-year period ended July 31, 2003, have been incorporated by reference in thisprospectus, in reliance upon the report of KPMG LLP, independent accountants, incorporated by reference herein, and upon the authority of saidfirm as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the SEC. We make our Annual Reports on Form10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to such reports available free of charge through ourcorporate website (at www.comtechtel.com) as soon as reasonably practical after we file any such report with the SEC. The information posted onour corporate website is not incorporated into this prospectus. You can also inspect and copy these reports, proxy statements and otherinformation at the public reference facilities of the SEC, in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. The SEC also maintains a website that contains reports, proxy andinformation statements and other information regarding registrants that file electronically with the SEC (http://www.sec.gov).

You should rely only upon the information provided in this prospectus or incorporated herein by reference. We have not authorized anyone toprovide you with different information. You should not assume that the information contained in this prospectus, including any informationincorporated herein by reference, is accurate as of any other date other than that set forth on the front cover of this prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We are incorporating by reference in this prospectus certain information that we have filed and will file with the SEC, which means that wecan disclose important information to you by referring to those documents. The information incorporated by reference is an important part of thisprospectus. We incorporate by reference the following documents we filed with the SEC pursuant to the Exchange Act:

• Annual Report on Form 10-K for the fiscal year ended July 31, 2003, filed on September 23, 2003;

• Quarterly Reports on Form 10-Q for the periods ended October 31, 2003, filed on December 9, 2003, and January 31, 2004, filed onMarch 10, 2004;

• Current Reports on Form 8-K filed on September 23, 2003, December 9, 2003, January 21, 2004, January 23, 2004, January 27, 2004,January 28, 2004 and March 10, 2004;

• Definitive Proxy Statement filed on November 3, 2003;

• Form 8-A relating to the registration of our common stock pursuant to Section 12(g) of the Exchange Act, filed on November 22, 1974,as amended by our Current Report on Form 8-K dated December 11, 2000;

• Form 8-A relating to the registration of our preferred stock pursuant to Section 12(g) of the Exchange Act, filed on December 22, 1998,as amended by our Form 8-A/A amending registration of our preferred stock pursuant to Section 12(g) of the Exchange Act, filed onDecember 23, 1998; and

• all documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination ofthe offering.

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

Comtech Telecommunications Corp.105 Baylis RoadMelville, New York 11747Telephone: (631) 777-8900Attention: Ms. Gail Segui

Any statement made in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus will bedeemed to be supplemented, modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus orin any subsequently filed document that is also incorporated or is deemed to be incorporated by reference in this prospectus supplements,modifies or supersedes such statement. Any such statement so modified or superseded will be deemed not, except as so modified or superseded,to constitute a part of this prospectus.

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The information in this prospectus is not complete and may be changed. The selling securityholders may not sell these securities untilthe registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell thesesecurities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

$105,000,000(Aggregate Principal Amount)

2.0% Convertible Senior Notes due 2024, Related Guarantees and the Common Stock Issuable Upon Conversion of the Notes

PROSPECTUS

____________, 2004

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth an estimate (other than with respect to the Registration Fee) of the expenses payable by Comtech inconnection with the sale and distribution of the securities being registered hereby, other than underwriting discounts and commissions: Securities and Exchange Commission Registration fee $ 13,305.50 Printing 15,000.00

Accounting fees and expenses 25,000.00

Legal fees and expenses 35,000.00

Miscellaneous 5,000.00

Total $93,305.50

Comtech will bear all expenses shown above. The selling securityholders will bear all underwriting discounts and selling commissions andtransfer taxes applicable to the sale of the notes and the common stock issuable upon conversion of the notes registered pursuant to thisregistration statement.

Item 15. Indemnification of Directors and Officers.

As permitted under Delaware law, Comtech Telecommunication Corp.’s Certificate of Incorporation contains a provision that eliminates thepersonal liability of the directors to Comtech and its stockholders for monetary damages for breaches of fiduciary duties as directors, except thatsuch provision does not apply to any breach that involves:

• a breach of a director’s duty of loyalty to Comtech;

• any acts or omission not in good faith or which involves intentional misconduct or a knowing violation of law;

• a transaction from which the director derives an improper personal benefit; or

• the payment of dividends or the approval of stock repurchases or redemptions that are unlawful under the Delaware GeneralCorporation Law.

Comtech’s By-laws provide that it shall indemnify (a) any person who was or is a party or is threatened to be made a party to any threatened,pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right ofComtech) by reason of the fact that he is or was one or Comtech’s directors, officers or employees, or is or was serving at its request as adirector, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit orproceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to Comtech’s best interests, and, with respectto any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, and (b) any person who was or is a party or isthreatened to be made a party to any threatened, pending or completed action or suit by Comtech or in its name to procure a judgment in its favorby reason of the fact that he is or was one of Comtech’s directors, officers or employees, or is or was serving at Comtech’s request as a director,officer or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actuallyand reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner hereasonably believed to be in or not opposed to Comtech’s best interests and except that no indemnification shall be made in respect of any claim,issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty toComtech unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shalldetermine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly andreasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

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Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted todirectors, officers and controlling persons of Comtech pursuant to the foregoing provisions, or otherwise, Comtech has been advised that in theopinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is,therefore, unenforceable.

Item 16. Exhibits

ExhibitNumber Description of Exhibit

4.1 Form of Certificate Evidencing Shares of Common Stock (filed herewith)

4.2 Indenture by and between the Registrant and The Bank of New York, as trustee, dated as of January 27, 2004, including form of

Note (filed herewith)

4.3 Form of Note (included in Exhibit 4.2) (filed herewith)

4.4 Registration Rights Agreement dated as of January 27, 2004 between the Registrant and Bear, Stearns & Co. Inc., as InitialPurchaser (filed herewith)

4.5 Rights Agreement dated as of December 15, 1998 between the Registrant and American Stock Transfer and Trust Company, as

Rights Agent (Exhibit 4(1) to the Registrant’s Form 8-A/A, dated December 23, 1998)

5.1 Legal Opinion of Proskauer Rose LLP (filed herewith)

12.1 Statement regarding Computation of Ratio of Earnings to Fixed Charges (filed herewith)

23.1 Consent of KPMG LLP (filed herewith)

23.2 Consent of Proskauer Rose LLP (contained in Exhibit 5.1 to this registration statement)

24.1 Power of Attorney (contained in the signature pages to this registration statement)

25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as trustee (filed herewith)

Item 17. Undertakings

The undersigned Registrant hereby undertakes:

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

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

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recentpost-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information setforth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if thetotal dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end ofthe estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregateoffering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement orany material change to such information in the registration statement;

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provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrantpursuant to section 13 of 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

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

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

(B) For purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant toSection 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’sannual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registrationstatement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities atthat time shall be deemed to be the initial bona fide offering thereof.

(C) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controllingpersons of the Registrant pursuant to the provisions described in Item 15 hereof or otherwise, the Registrant has been advised that in theopinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is,therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant ofexpenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit orproceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will,unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction thequestion whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the finaladjudication of such issue.

(D)(1)For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part ofthis registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form ofprospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities atthat time shall be deemed to be the initial bona fide offering thereof.

(E) The undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act undersubsection (a) of Section 310 of the Trust Indenture Act (the “TIA”) in accordance with the rules and regulations prescribed by theCommission under Section 305(b)(2) of the TIA.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly authorized this registration statement to be signed on its behalf by the undersigned, thereuntoduly authorized, in the City of Melville and State of New York, on the 7th day of April, 2004. COMTECH TELECOMMUNICATIONS CORP.

By: /s/ Fred Kornberg Name: Fred Kornberg Title: Chairman of the Board, Chief Executive

Officer and President

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in their respectivecapacities and on the respective dates set forth opposite their names. Each person whose signature appears below hereby authorizes FredKornberg and Robert G. Rouse, and each of them, with full power of substitution, to execute in the name and on behalf of such person anyamendment or any post-effective amendment to this registration statement and to file the same, with exhibits thereto, and other documents inconnection therewith, making such changes in this registration statement as the Registrant deems appropriate, and appoints Fred Kornberg andRobert G. Rouse, and each of them, with full power of substitution, attorneys-in-fact to sign any amendment and any post-effective amendment tothis registration statement and to file the same, with exhibits thereto, and other documents in connection therewith.

Signature Capacity Date

/s/ Fred Kornberg Chairman of the Board, Chief April 7, 2004Fred Kornberg Executive Officer and President

(Principal Executive Officer)

/s/ Robert G. Rouse Senior Vice President and Chief April 7, 2004Robert G. Rouse Financial Officer

(Principal Financial and AccountingOfficer)

/s/ George Bugliarello Director April 7, 2004George Bugliarello

/s/ Richard L. Goldberg Director April 7, 2004Richard L. Goldberg

/s/ Edwin Kantor Director April 7, 2004Edwin Kantor

/s/ Ira Kaplan Director April 7, 2004Ira Kaplan

/s/ Gerard R. Nocita Director April 7, 2004Gerard R. Nocita

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EXHIBIT 4.1

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012403

CT

COMTECH TELECOMMUNICATIONS CORP.INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFIES that

is the owner of

Secretary and TreasurerChairman of the Board

and Chief Executive Officer

COMTECH TELECOMMUNICATIONS CORP. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation of the Corporation and any amendments thereto, to all of which the holder, by acceptance hereof, assents.

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

FULLY PAID AND NON-ASSESSABLE SHARE OF COMMON STOCK OF THE PAR VALUE OF $.10 PER SHARE OF

Countersigned and Registered:

AMERICAN STOCK TRANSFER & TRUST COMPANY

(New York, N. Y.) Transfer Agent and Registrar

ByAuthorized Officer

CUSIP 205826 20 9SEE REVERSE FOR CERTAIN DEFINITIONS

AMERICAN BANK NOTE COMPANY

COMTECH TELECOMMUNICATIONS CORP.

CORPORATESEAL1987

DELAWARE

*

SPECIMEN

The following abbreviations, which used in the inscription on the face of this certificate, shall be construed as though they were writtenout in full according to applicable laws or regulations:

TEN COM – as tenants in common UNIF GIFT MIN ACT– CustodianTEN ENT – as tenants by the entireties (Cust) (Minor)JT TEN –

as joint tenants with right of survivorshipand not as tenants in common

under Uniform Gifts to Minors

Act ___________________ (State)

Additional abbreviations may also be used though not in the above list.

For value received_______________________hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

Please print or typewrite name and address including postal zip code of assignee

________________________________________________________________________________________Shares of the capital stockrepresented by the within Certificate, and do hereby irrevocably constitute and appoint ________

Attorney to transfer the said stock on the books of the within-named Corporation with full power of subscription in the premises.

Dated __________________________________________________________________

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particularwithout alteration or enlargement, or any change whatever.

This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between ComtechTelecommunication Corp. and American Stock Transfer & Trust company, dated as of December 15, 1998 (the “Rights Agreement” ), theterms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of ComtechTelecommunications Corp. Under certain circumstances, as set forth in the Rights Agreement, such rights will be evidenced by separatecertificates and will no longer be evidence by this certificate. Comtech Telecommunications Corp. will mail to the holder of this certificate acopy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the RightsAgreement, Rights issued to, or held by, any Person who is, was or becomes in Acquiring Person or an Affiliate or Associate thereof (asdefined in the Rights Agreements) and certain related Persons, whether currently held by or on behalf of such Person or by any subsequentholder, may become null and void.

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EXHIBIT 4.2

Execution Copy

COMTECH TELECOMMUNICATIONS CORP.,

as Issuer

THE GUARANTORS PARTIES HERETO

THE BANK OF NEW YORK,

as Trustee

$105,000,000 Aggregate Principal Amount at Issuance

of

2.0% Convertible Senior Notes due 2024

INDENTURE

Dated as of January 27, 2004

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Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 5 Section 1.1 Definitions 5 Section 1.2 Incorporation by Reference of Trust Indenture Act 15 Section 1.3 Rules of Construction 15 Section 1.4 Acts of Holders 15 ARTICLE II THE SECURITIES 16 Section 2.1 Form and Dating 16 Section 2.2 Execution and Authentication 17 Section 2.3 Registrar, Paying Agent and Conversion Agent 18 Section 2.4 Paying Agent to Hold Assets in Trust 18 Section 2.5 Holder Lists 18 Section 2.6 Transfer and Exchange 19 Section 2.7 Replacement Securities 19 Section 2.8 Outstanding Securities; Determinations of Holders’ Action 20 Section 2.9 Temporary Securities 20 Section

2.10 Cancellation

21 Section

2.11 Persons Deemed Owners

21 Section

2.12 Additional Transfer and Exchange Requirements

21 Section

2.13 CUSIP Numbers

25 ARTICLE III REDEMPTION OF NOTES 25 Section 3.1 The Company’s Right to Redeem; Notice to Trustee 25 Section 3.2 Selection of Notes to Be Redeemed 26 Section 3.3 Notice of Redemption 26 Section 3.4 Effect of Notice of Redemption 27 Section 3.5 Deposit of Redemption Price 27 Section 3.6 Notes Redeemed in Part 27 Section 3.7 Repayment to the Company 27 Section 3.8 No Sinking Fund 27 ARTICLE IV PURCHASE AT THE OPTION OF HOLDERS ON SPECIFIC DATES 28 Section 4.1 Optional Put 28

Section 4.2 Effect of Purchase Notice; Withdrawal of Purchase Notice 29 Section 4.3 Deposit of Purchase Price 30 Section 4.4 Certificated Securities Purchased in Part 30 Section 4.5 Covenant to Comply With Securities Laws Upon Purchase of Securities 31 Section 4.6 Repayment to the Company 31 Section 4.7 No Purchase Upon Event of Default 31

ARTICLE V PURCHASE AT THE OPTION OF HOLDERS UPON A FUNDAMENTAL CHANGE 31 Section 5.1 Fundamental Change Put 31 Section 5.2 Effect of Fundamental Change Purchase Notice 33 Section 5.3 Deposit of Fundamental Change Purchase Price 34 Section 5.4 Certificated Securities Purchased in Part 34 Section 5.5 Covenant to Comply With Securities Laws Upon Purchase of Notes 34 Section 5.6 Repayment to the Company 35 ARTICLE VI COVENANTS 35 Section 6.1 Payment of Notes 35 Section 6.2 SEC and Other Reports to the Trustee 35 Section 6.3 Compliance Certificate 36 Section 6.4 Further Instruments and Acts 36 Section 6.5 Maintenance of Office or Agency of the Trustee, Registrar, Paying Agent and

Conversion Agent 36 Section 6.6 Delivery of Information Required Under Rule 144A 37 Section 6.7 Waiver of Stay, Extension or Usury Laws 37

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Section 6.8 Statement by Officers as to Default 37 ARTICLE VII SUCCESSOR CORPORATION 37 Section 7.1 When Company May Merge or Transfer Assets 37 ARTICLE VIII DEFAULTS AND REMEDIES 38 Section 8.1 Events of Default 38 Section 8.2 Acceleration 40 Section 8.3 Other Remedies 40 Section 8.4 Waiver of Past Defaults 40 Section 8.5 Control by Majority 41 Section 8.6 Limitation on Suits 41 Section 8.7 Rights of Holders to Receive Payment or to Convert 41 Section 8.8 Collection Suit by Trustee 41 Section 8.9 Trustee May File Proofs of Claim 41 Section 8.10 Priorities 42 Section 8.11 Undertaking for Costs 42 ARTICLE IX TRUSTEE 43 Section 9.1 Duties of Trustee 43 Section 9.2 Rights of Trustee 43 Section 9.3 Individual Rights of Trustee 45 Section 9.4 Trustee’s Disclaimer 45 Section 9.5 Notice of Defaults 45 Section 9.6 Reports by Trustee to Holders 45 Section 9.7 Compensation and Indemnity 45 Section 9.8 Replacement of Trustee 46 Section 9.9 Successor Trustee by Merger 47 Section 9.10 Eligibility; Disqualification 47 Section 9.11 Preferential Collection of Claims Against Company 47 ARTICLE X DISCHARGE OF INDENTURE 47 Section 10.1 Discharge of Liability on Securities 47 Section 10.2 Repayment to the Company 47 ARTICLE XI AMENDMENTS 48 Section 11.1 Without Consent of Holders of Notes 48 Section 11.2 With Consent of Holders of Notes 49 Section 11.3 Compliance with Trust Indenture Act 50

Section 11.4 Revocation and Effect of Consents, Waivers and Actions 50 Section 11.5 Notation on or Exchange of Securities 50 Section 11.6 Trustee to Sign Supplemental Indentures 50 Section 11.7 Effect of Supplemental Indentures 50 ARTICLE XII CONVERSION 50 Section 12.1 Conversion Right 50

Section 12.2 Conversion Procedures; Conversion Rate; Fractional Shares 52 Section 12.3 Adjustment of Conversion Rate 53 Section 12.4 Consolidation or Merger of the Company 59 Section 12.5 Notice of Adjustment 60 Section 12.6 Notice in Certain Events 61 Section 12.7 Company To Reserve Stock: Registration; Listing 61 Section 12.8 Taxes on Conversion 62 Section 12.9 Conversion After Regular Record Date 62 Section 12.10 Company Determination Final 63 Section 12.11 Responsibility of Trustee for Conversion Provisions 63 Section 12.12 Unconditional Right of Holders to Convert 63 Section 12.13 Option to Satisfy Conversion Obligation with Cash, Common Stock or Combination

Thereof 63 ARTICLE XIII CONTINGENT INTEREST 65 Section 13.1 Contingent Interest 65 Section 13.2 Payment of Contingent Interest; Contingent Interest Rights Preserved 65

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Section 13.3 Bid Solicitation Agent 65 ARTICLE XIV TAX TREATMENT 65 Section 14.1 Tax Treatment 65 ARTICLE XV SUBSIDIARY GUARANTEES 66 Section 15.1 Agreement to Guarantee 66 Section 15.2 Execution and Delivery of Guarantees 67 Section 15.3 Releases 68 Section 15.4 No Recourse Against Others 68 Section 15.5 Future Subsidiary Guarantees; Successors 68 ARTICLE XVI SUBORDINATION OF GUARANTEES 69 Section 16.1 Agreement to Subordinate 69 Section 16.2 Liquidation, Dissolution, Bankruptcy 69 Section 16.3 Default on Guarantor Senior Debt and/or Designated Guarantor Senior Debt 69 Section 16.4 Acceleration of Securities 70 Section 16.5 When Distribution Must Be Paid Over 70 Section 16.6 Notice by Guarantors 70 Section 16.7 Subrogation 70 Section 16.8 Relative Rights 71 Section 16.9 Subordination May Not Be Impaired by Guarantors 71 Section 16.10 Distribution or Notice to Representative 71 Section 16.11 Rights of Trustee and Paying Agent 71 Section 16.12 Authorization to Effect Subordination 72 Section 16.13 Article Applicable to Paying Agents 72 Section 16.14 Guarantor Senior Debt Entitled to Rely 72 Section 16.15 Permitted Payments 72 Section 16.16 No Waiver of Subordination Provisions 72 Section 16.17 Trustee Not Fiduciary for Holders of Guarantor Senior Indebtedness 73 ARTICLE XVII MISCELLANEOUS 73 Section 17.1 Trust Indenture Act Controls 73 Section 17.2 Notices 73 Section 17.3 Communication by Holders with Other Holders 74 Section 17.4 Certificate and Opinion as to Conditions Precedent 74 Section 17.5 Statements Required in Certificate or Opinion 74

Section 17.6 Separability Clause 74 Section 17.7 Rules by Trustee, Paying Agent, Conversion Agent, Registrar 74 Section 17.8 Legal Holidays 75 Section 17.9 Governing Law; Submission to Jurisdiction; Service of Process 75 Section 17.10 No Recourse Against Others 75 Section 17.11 Successors 75 Section 17.12 Multiple Originals 76

EXHIBIT A Form of Security EXHIBIT B Form of Certificate to be Delivered by Transferee in Connection with Transfers to Institutional

Accredited Investors EXHIBIT C Form of Restrictive Legend for Common Stock Issues Upon Conversion EXHIBIT D Form of Supplemental Indenture to Add Guarantors

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INDENTURE, dated as of January 27, 2004, among Comtech Telecommunications Corp., a Delaware corporation (the “Company”), theguarantors from time to time parties hereto and described below (the “Guarantors”) and The Bank of New York, a New York banking corporation,as Trustee (the “Trustee”).

RECITALS OF THE COMPANY AND THE GUARANTORS

The Company has duly authorized the creation of an issue of its 2.0% Convertible Senior Notes due 2024 (the “Notes”) having theterms, tenor, amount and other provisions hereinafter set forth, and the Guarantors have duly authorized the several guarantees forming a partthereof (the “Guarantees”) having the terms and other provisions hereinafter set forth and, to provide therefor, the Company and the Guarantorshave duly authorized the execution and delivery of this Indenture.

All things necessary to make the Securities, when the Securities are duly executed by the Company and the Guarantors andauthenticated and delivered hereunder and duly issued by the Company and the Guarantors, the valid obligations of the Company and theGuarantors, and to make this Indenture a valid and binding agreement of the Company and the Guarantors, in accordance with their and its terms,have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Securities:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 Definitions.

“Accreted Principal Amount” means with respect to a Note as of any day an amount equal to the sum of (i) the Principal Amount atIssuance of such Note plus (ii) the Principal Accretion on such Note on such date. For purposes of clarity, the Accreted Principal Amount of each$1,000 in Principal Amount at Issuance of the Notes on the following dates is set forth below (and the Accreted Principal Amount between thedates listed below will include an additional amount reflecting the additional Principal Accretion on such Notes since the immediately precedingdate on the table):

(1)PrincipalAmount

at Issuance

(2)PrincipalAccretion

(3)AccretedPrincipalAmount(1)+(2)

February 4, 2009 $1,000.00 $0.00 $1,000.00

August 1, 2009 1,000.00 0.00 1,000.00

February 1, 2010 1,000.00 0.00 1,000.00

August 1, 2010 1,000.00 0.00 1,000.00

February 1, 2011 1,000.00 0.00 1,000.00

August 1, 2011 1,000.00 10.00 1,010.00

February 1, 2012 1,000.00 20.10 1,020.10

August 1, 2012 1,000.00 30.30 1,030.30

February 1, 2013 1,000.00 40.60 1,040.60

August 1, 2013 1,000.00 51.01 1,051.01

February 1, 2014 1,000.00 61.52 1,061.52

August 1, 2014 1,000.00 72.14 1,072.14

February 1, 2015 1,000.00 82.86 1,082.86

August 1, 2015 1,000.00 93.69 1,093.69

February 1, 2016 1,000.00 104.62 1,104.62

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August 1, 2016 1,000.00 115.67 1,115.67

February 1, 2017 1,000.00 126.83 1,126.83

August 1, 2017 1,000.00 138.09 1,138.09

February 1, 2018 1,000.00 149.47 1,149.47

August 1, 2018 1,000.00 160.97 1,160.97

February 1, 2019 1,000.00 172.58 1,172.58

August 1, 2019 1,000.00 184.30 1,184.30

February 1, 2020 1,000.00 196.15 1,196.15

August 1, 2020 1,000.00 208.11 1,208.11

February 1, 2021 1,000.00 220.19 1,220.19

August 1, 2021 1,000.00 232.39 1,232.39

February 1, 2022 1,000.00 244.72 1,244.72

August 1, 2022 1,000.00 257.16 1,257.16

February, 2023 1,000.00 269.73 1,269.73

August 1, 2023 1,000.00 282.43 1,282.43

February 1, 2024 1,000.00 295.26 1,295.26

“Additional Interest” has the meaning set forth in the Registration Rights Agreement.

“Additional Shares” has the meaning set forth in the Registration Rights Agreement.

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

“Agent Members” has the meaning set forth in Section 2.1(c).

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

“Applicable Stock” means (a) the Common Stock and/or (b) in the event of a transaction referred to in Section 12.4 in which theSecurities become convertible into Equity Interests of another Person, such Equity Interests or any other Equity Interests into which such EquityInterests shall be reclassified or changed.

“Bankruptcy Law” means Title 11, United States Code, or any similar United States federal or state law for the relief of debtors.

“Bid Solicitation Agent” means the bid solicitation agent selected by the Company (which may be the Trustee if the Trustee consentsto accept such position) or any replacement designated by the Company. The Bid Solicitation Agent will not be an Affiliate of the Company. TheCompany initially appoints the Trustee as the Bid Solicitation Agent in connection with the Securities.

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

“Board Resolution” means a resolution of the Board of Directors.

“Business Day” means each day of the year other than a Saturday or a Sunday or other day on which banking institutions in the Cityof New York are required or authorized by law, regulation or executive order to close.

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“cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public andprivate debts.

“Cash Settlement Averaging Period” has the meaning set forth in Section 12.13(a).

“Certificated Securities” means Securities that are in substantially the form attached hereto as Exhibit A and that do not include theinformation called for by footnote 1 thereof.

“Closing Sale Price” means with respect to a share of Applicable Stock on any date, the closing sale price of a share of ApplicableStock (or, if no closing sale price is reported, the average of the bid and ask prices or, if there is more than one bid or ask price, the average of theaverage bid and the average ask prices) on such date as reported by the Nasdaq National Market system or, if the shares of Applicable Stock arenot quoted on the Nasdaq National Market system, as reported on a national securities exchange. If the Applicable Stock is not listed for tradingon a national securities exchange and not quoted by the Nasdaq National Market on the relevant date, the “Closing Sale Price” shall be the lastquoted bid for the Applicable Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similarorganization. If the Applicable Stock is not so quoted, the “Closing Sale Price” shall be the average of the midpoint of the last bid and ask pricesfor the Applicable Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected bythe Company for this purpose.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means the common stock, $0.10 par value per share, of the Company as that stock exists on the date of thisIndenture or any other Equity Interests of the Company into which such Common Stock shall be reclassified or changed; provided, that after theconsummation of any transaction referred to in Section 12.4, all references to “Common Stock” shall, to the extent necessary to protect theinterests of the Holders of the Securities, become references to “Applicable Stock.”

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by any two Officers,at least one of whom is the Chief Executive Officer or the Chief Financial Officer.

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

“Contingent Interest” has the meaning specified in the form of Security set forth in Exhibit A hereto.

“Conversion Agent” has the meaning set forth in Section 2.3.

“Conversion Notice” has the meaning set forth in Section 12.2(b).

“Conversion Period” means the period from and including the mid-point date in a fiscal quarter of the Company to, but not including,the mid-point date (or if that day is not a Trading Day, then the next Trading Day) in the immediately following fiscal quarter of the Company. The“mid-point date” for each of the Company’s fiscal quarters are March 15, June 15, September 15 and December 15 and, for purposes ofdetermining Conversion Periods hereunder, such mid-point dates shall not change notwithstanding any change in the Company’s fiscal periods.

“Conversion Price” means, at any time, $1,000 divided by the Conversion Rate in effect at such time, rounded to two decimal places(rounded up if the third decimal place thereof is 5 or more and otherwise rounded down).

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“Conversion Rate” means the number of shares of Common Stock issuable upon conversion of each $1,000 of Principal Amount atIssuance of Notes, which is initially 21.1640 shares, subject to adjustments as set forth in this Indenture.

“Conversion Settlement Stock Price” means the arithmetic average of the Closing Sale Prices of Common Stock during the CashSettlement Averaging Period.

“Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall beadministered, which office at the date hereof is located at 101 Barclay Street, Floor 8 West, New York, New York, 10286, or such other address asthe Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successorTrustee (or such other address as a successor Trustee may designate from time to time by notice to the Holders and the Company).

“Current Market Price” has the meaning set forth in Section 12.3(g).

“Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

“Default” means, when used with respect to the Notes, any event which is, or after notice or passage of time or both would be, anEvent of Default.

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

“Designated Guarantor Senior Debt”, with respect to any Guarantor, means any Guarantor Senior Debt of such Guarantor which theinstrument creating or evidencing the same or the assumption or guarantee thereof (or related agreements or documents to which a Guarantor is aparty) expressly provides that such Guarantor Senior Debt shall be “Designated Guarantor Senior Debt” for purposes of this Indenture.

“distributed assets” has the meaning set forth in Section 12.3(d).

“DTC” means The Depository Trust Company, a New York corporation.

“EDGAR” has the meaning set forth in Section 6.2(b).

“Equity Interest” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or otherequivalents of or interests in (however designated) corporate stock or other equity participations, including partnership interests, whether general orlimited, of such Person.

“Event of Default” has the meaning set forth in Section 8.1.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Ex-Dividend Time” means, with respect to any issuance or distribution on Common Stock, the first Trading Day on which theCommon Stock trades regular way on the principal securities market on which the Common Stock is then traded without the right to receive suchissuance or distribution.

“Expiration Time” has the meaning set forth in Section 12.3(f).

“Fair Market Value” has the meaning set forth in Section 12.3(g).

“Five-Trading-Day Measurement Period” means the five Trading Days ending on the second Trading Day immediately preceding thefirst day of the applicable “Contingent Interest Period.”

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“Foreign Subsidiary” means any Subsidiary of the Issuer which (i) is not organized under the laws of (x) the United States or anyState thereof or (y) the District of Columbia and (ii) conducts substantially all of its business operations outside the United States of America.

“Fundamental Change” means the occurrence of any of the following events: (i) any “person” or “group” (as such terms are used inSections 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,except that a Person shall be deemed to have beneficial ownership of all shares that such Person has the right to acquire, whether such right isexercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding Voting Stock of theCompany; (ii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors(together with any new directors whose election to such Board of Directors or whose nomination for election by the stockholders of the Companywas approved by a vote of at least 662/3% of the directors then still in office who were either directors at the beginning of such period or whoseelection or nomination for election was previously so approved) cease for any reason to constitute a majority of such Board of Directors then inoffice; (iii) the Company consolidates with or merges with or into any Person or conveys, transfers, sells or otherwise disposes of or leases all orsubstantially all of its assets to any Person, or any corporation consolidates with or merges into or with the Company, in any such event pursuantto a transaction in which the outstanding Voting Stock of the Company is changed into or exchanged for cash, securities or other property, otherthan any such transaction where the outstanding Voting Stock of the Company is not changed or exchanged at all (except to the extent necessaryto reflect a change in the jurisdiction of incorporation of the Company), or where (A) the outstanding Voting Stock of the Company is changed intoor exchanged for cash, securities and other property (other than Equity Interests of the surviving corporation) and (B) the stockholders of theCompany immediately before such transaction own, directly or indirectly, immediately following such transaction, more than 50% of the totaloutstanding Voting Stock of the surviving corporation; (iv) the Company is liquidated or dissolved or adopts a plan of liquidation or dissolution otherthan in a transaction which complies with the provisions described under ARTICLE VII; or (v) the Company’s Common Stock ceases to be quotedon the Nasdaq National Market or listed on a national securities exchange or traded on an established automated over-the-counter trading marketin the United States.

A “Fundamental Change” shall not be deemed to have occurred if either:

(1) the Closing Sale Price of the Common Stock for each of at least five Trading Days within:

(i) the period of the ten consecutive Trading Days immediately after the later of the Fundamental Change or the publicannouncement of the Fundamental Change, in the case of a Fundamental Change resulting solely from a Fundamental Change inclause (i) of the definition of Fundamental Change; or

(ii) the period of the ten consecutive Trading Days immediately preceding the Fundamental Change, in the case of aFundamental Change resulting from a Fundamental Change in clauses (ii), (iii) or (iv) of the definition of Fundamental Change;

is at least equal to 105% of the quotient where the numerator is the Accreted Principal Amount and the denominator is the Conversion Ratein effect on each of such five Trading Days, with such calculation being made for each Trading Day; or

(2) in the case of a merger or consolidation described in clause (iii) of the definition of Fundamental Change, at least 95% ofthe consideration, excluding cash payments for fractional shares and cash payments pursuant to dissenters’ approval rights, in the merger orconsolidation constituting the Fundamental Change, consists of common stock traded on a U.S. national securities exchange or quoted onthe Nasdaq National Market (or which shall be so traded or quoted when issued or exchanged in connection with such Fundamental Change)and as a result of such transaction or transactions the Notes become convertible solely into such common stock, excluding cash paymentsfor fractional shares.

“Fundamental Change Purchase Date” has the meaning set forth in Section 5.1(a).

“Fundamental Change Purchase Notice” has the meaning set forth in Section 5.1(c).

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“Fundamental Change Purchase Price” has the meaning set forth in Section 5.1(a).

“Global Securities” means Securities that are in substantially the form attached hereto as Exhibit A and that include the informationcalled for by footnotes 1 and 3 thereof and that are deposited with the Depositary or its custodian and registered in the name of, the Depositary orits nominee.

“Guarantees” has the meaning set forth in the Recitals of the Company and the Guarantors hereto.

“Guarantor Senior Debt”, with respect to any Guarantor, means the principal of, premium, if any, and interest on (including interestaccruing after, or which would accrue but for the filing of a petition initiating any proceeding pursuant to Bankruptcy Law at the rate specified in theapplicable Guarantor Senior Debt, whether or not a claim for such interest would be allowed), all of such Guarantor’s Indebtedness, whetheroutstanding on the date of the Indenture or thereafter created, incurred, assumed or guaranteed by such Guarantor (including all deferrals,renewals, extensions or refundings of, or amendments, modifications or supplements to the foregoing); provided, however, that Guarantor SeniorDebt does not include:

(a) Indebtedness evidenced by such Guarantor’s Guarantee;

(b) Indebtedness to such Guarantor’s subsidiaries;

(c) any liability for federal, state, foreign, local or other taxes owed or owing by such Guarantor;

(d) accounts payable or other liabilities of such Guarantor to trade creditors arising in the ordinary course of business, and

(e) any Indebtedness in which the instrument creating or evidencing the same or the assumption or guarantee thereofexpressly provides that such Indebtedness is pari passu with, or is subordinated to, such Guarantor’s Guarantee.

“Guarantors” means (i) each Subsidiary listed as a signatory to this Indenture and (ii) each Person who becomes a Guarantor pursuantto Section 15.5 of this Indenture.

“Holder” means a person in whose name a Security, including any Global Security, is registered on the Registrar’s books.

“Indebtedness” means, with respect to any person,

(a) all obligations, contingent or otherwise, of such person (i) for borrowed money (whether or not the recourse of the lender isto the whole of the assets of such person or only to a portion thereof), (ii) evidenced by a note, debenture, bond or written instrument(including a purchase money obligation), (iii) in respect of leases of such person required, in conformity with United States generallyaccepted accounting principles, to be accounted for as capitalized lease obligations on the balance sheet of such person; or (iv) in respect ofletters of credit (including reimbursement obligations with respect thereto), local guarantees or bankers’ acceptances;

(b) all obligations secured by a mortgage, pledge, lien, encumbrance, charge or adverse claim affecting title or resulting in anencumbrance to which the property or assets of such person are subject and as are reflected as debt on the balance sheet of such person,whether or not the obligations secured thereby shall have been assumed by or shall otherwise be such person’s legal liability;

(c) all obligations of such person under interest rate and currency swap agreements, cap, floor and collar agreements, spotand forward contracts and similar agreements and arrangements; and

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(d) all obligations of others of the type described in clause (a), (b) or (c) above assumed by or guaranteed in any manner bysuch person or in effect guaranteed by such person through an agreement to purchase, contingent or otherwise (and the obligations of suchperson under any such assumptions, guarantees or other such arrangements).

“Indenture” means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof, including theprovisions of the TIA that are explicitly incorporated in this Indenture by reference to the TIA.

“Institutional Accredited Investor” means an institutional investor that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3)or (7) under the Securities Act.

“Interest Payment Date” has the meaning set forth in Exhibit A attached hereto.

“Issue Date” means, with respect to any Security, the date on which such Security was originally issued or deemed issued as set forthon the face of the Security.

“Legal Holiday” means any day other than a Business Day.

“Non-Electing Share” has the meaning set forth Section 12.4.

“Note Price” means on any date of determination the average of the secondary market bid quotations per $1,000 Principal Amount atIssuance of Notes obtained by the Company or the Bid Solicitation Agent for $5,000,000 Accreted Principal Amount of the Notes at approximately4:00 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers the Company selects,provided that if at least three such bids cannot reasonably be obtained by the Company, but two such bids are obtained, then the average of thetwo bids shall be used, and if only one such bid can reasonably be obtained by the Company, this one bid shall be used. If the Company cannotreasonably obtain at least one bid for $5,000,000 Accreted Principal Amount of the Notes from a nationally recognized securities dealer or if, in theCompany’s reasonable judgment, the bid quotations are not indicative of the secondary market value of the Notes, then the “Note Price” will equal(a) the then-applicable Conversion Rate of the Notes multiplied by (b) the Closing Sale Price of the Common Stock on such determination date.

“Obligations” means any principal, interest accruing on or after the filing of any petition of bankruptcy or for reorganization, whether ornot a claim for post-filing interest is allowed in such proceeding, penalties, fees, charges, expenses, indemnifications, reimbursement obligations,additional amounts, guarantees and other liabilities or amounts payable under the documentation governing any indebtedness or in respect thereto.

“Officer” means the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, or theSecretary of the Company.

“Officers’ Certificate” means a written certificate containing the information specified in Section 17.4 and Section 17.5, signed in thename of the Company by any two Officers, at least one of whom is the Chief Executive Officer or the Chief Financial Officer, and delivered to theTrustee. An Officers’ Certificate given pursuant to Section 6.3 shall be signed by the Chief Financial Officer and one other Officer.

“Opinion of Counsel” means a written opinion containing the information specified in Section 17.4 and Section 17.5, from legalcounsel. The counsel may be an employee of, or counsel to, the Company.

“Paying Agent” has the meaning set forth in Section 2.3.

“Payment Blockage Notice” has the meaning set forth in Section 16.3(b).

“Payment Blockage Period” has the meaning set forth in Section 16.3(b).

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“Payment Default” has the meaning set forth in Section 16.3(a).

“Person” or “person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stockcompany, trust, unincorporated organization, or government or any agency or political subdivision thereof (and for purposes of the definition of“Fundamental Change” shall also have the meaning set forth in such definition).

“Principal Accretion” means with respect to any Note as of any day, the accretion beginning on February 1, 2011 on such Note in anamount that is calculated so that, the resulting yield to maturity on such Note is 2.0% per year (calculated on a semi-annual bond equivalent basisusing a 360-day year comprised of twelve 30 day months) taking into account the 2.0% cash interest payable on the Notes prior to February 1,2011. For purposes of clarity, the Principal Accretion for every $1,000 of Principal Amount at Issuance of the Notes for certain specified dateslisted is set forth in the table included in the definition of “Accreted Principal Amount” (and the Principal Accretion between such dates will includean additional amount reflecting the additional Principal Accretion on such Notes since the immediately preceding date on the table).

“Principal Amount at Issuance” of a Note means the initial principal amount of such Note (or any predecessor Note) on the IssueDate. For the avoidance of doubt, it is understood that on the Issue Date the aggregate Principal Amount at Issuance of the Notes is$105,000,000.

“Public Notice” by the Company shall mean publication of a notice in a newspaper of general circulation in the City of New York orthrough such other public medium as the Company may use at that time and publication of such information on the Company’s corporate website.

“Purchase Date” has the meaning set forth in Section 4.1(a).

“Purchase Notice” has the meaning set forth in Section 4.1(c).

“Purchase Price” has the meaning set forth in Section 4.1(a).

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Record Date” has the meaning set forth in 0.

“Redemption Date” means, when used with respect to any Security to be redeemed, the date fixed for redemption pursuant to thisIndenture.

“Redemption Price” means when used with respect to any Note to be redeemed pursuant to any provision in this Indenture, the priceat which it is to be redeemed pursuant to this Indenture and the Notes.

“Reference Period” has the meaning set forth in Section 12.3(d)(B).

“Registrar” has the meaning set forth in Section 2.3.

“Register” has the meaning set forth in Section 2.3.

“Registration Default Period” has the meaning set forth in the Registration Rights Agreement.

“Registration Rights Agreement” means the Registration Rights Agreement, dated January 27, 2004, among the Company, theGuarantors and Bear, Stearns & Co. Inc., as amended or supplemented from time to time.

“Regular Record Date” has the meaning set forth in Exhibit A attached hereto.

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“Responsible Officer” means, when used with respect to the Trustee, the officer within the corporate trust department of the Trustee,including any vice president, assistant vice president or assistant treasurer or any other officer of the Trustee who customarily performs functionssimilar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referredbecause of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration ofthis Indenture.

“Restricted Certificated Security” means a Certificated Security which is a Transfer Restricted Security.

“Restricted Global Security” means a Global Security that is a Transfer Restricted Security.

“Restricted Security” means a Restricted Certificated Security or a Restricted Global Security.

“Roll-up Date” means the last day of any fiscal quarter of the Company in which the consolidated net sales or consolidated totalassets of the Subsidiaries which are then Guarantors of the Notes becomes less than 90% of the Company’s consolidated net sales orconsolidated total assets, as the case may be, in each case as determined in accordance with generally accepted accounting principles in theUnited States of America as then in effect for, or as of the end of, such fiscal quarter, as the case may be; provided that if the Company shallhave acquired a Subsidiary during such fiscal quarter, the net sales of such Subsidiary included in such calculations shall be determined on a proforma basis in accordance with Regulation S-X promulgated by the SEC as if such Subsidiary had been acquired on the first day of such fiscalquarter.

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

“SEC” means the United States Securities and Exchange Commission, or any successor thereto.

“Securities” means the Notes.

“Securities Act” means the United States Securities Act of 1933, as amended, or any successor statute thereto and the rules andregulations thereunder.

“Shelf Registration Statement” means any registration statement to be filed by the Company and the Guarantors covering resales byHolders of the Securities and the Common Stock issuable upon conversion of the Notes, as specified in the Registration Rights Agreement.

“Significant Subsidiary” means any existing or future, direct or indirect, Subsidiary of the Company that would constitute a“significant subsidiary” as such term is defined under Rule 1.02 of Regulation S-X.

“Special Record Date” has the meaning set forth in Exhibit A attached hereto.

“Spin-Off” has the meaning set forth in 0.

“Stated Maturity”, when used with respect to any Note, means February 1, 2024.

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

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

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“Trading Day” means a day during which trading in securities generally occurs on the Nasdaq National Market system or, if theApplicable Stock is not quoted on the Nasdaq National Market system, on the principal U.S. national or regional securities exchange on which theApplicable Stock is then listed or, if the Applicable Stock is not listed on a U.S. national or regional securities exchange, and not quoted on theNasdaq National Market system, on the principal other market on which the Applicable Stock is then traded (provided that no day on which tradingof the Applicable Stock is suspended on such exchange or other trading market will count as a Trading Day) (it being understood that for purposesof this definition a market shall include obtaining quotations as provided in the last sentence of the definition of “Closing Sale Price,” if applicable).

“Transfer Certificate” has the meaning set forth in Section 2.12(e).

“Transfer Restricted Security” has the meaning set forth in Section 2.12(e).

“Trigger Event” has the meaning set forth in Section 12.3(d).

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

“Undisrupted Trading Day” means a Trading Day on which the Applicable Stock does not experience any of the following at any timeduring the one-hour period ending at the conclusion of the regular Trading Day:

(a) any suspension of or limitation imposed on trading of the Applicable Stock on any national or regional securities exchangeor association or over-the-counter market;

(b) any event (other than an event listed in clause (c) below) that disrupts or impairs the ability of market participants ingeneral to (i) effect transactions in or obtain market values for the Applicable Stock on any relevant national or regional securities exchangeor association or over-the-counter market or (ii) effect transactions in or obtain market values for, futures or options contracts relating to theApplicable Stock on any relevant national or regional securities exchange or association or over-the-counter market; or

(c) any relevant national or regional securities exchange or association or over-the-counter market on which the ApplicableStock trades closes on any exchange Trading Day prior to its scheduled closing time unless such earlier closing time is announced by theexchange at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such exchange and (ii) thesubmission deadline for orders to be entered into the exchange for execution on such Trading Day,

if, in the case of clauses (a) and (b) (but not clause (c)) above, the Company determines the effect of such suspension, limitation, disruption orimpairment is material.

“Unrestricted Certificated Security” means a Certificated Security that is not a Transfer Restricted Security.

“Unrestricted Global Security” means a Global Security that is not a Transfer Restricted Security.

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

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Section 1.2 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 thisIndenture. The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Securities.

“indenture security holder” means a Holder.

“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 but not defined in this Indenture that are defined by the TIA, defined by TIA reference to another statute ordefined by SEC rule have the meanings assigned to them by such definitions.

Section 1.3 Rules of Construction.

Unless the context otherwise requires:

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

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

(c) “or” is not exclusive;

(d) “including” means including, without limitation; and

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

Section 1.4 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given ortaken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person orby an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when suchinstrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company, as described in Section 17.2.Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of theHolders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall besufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section1.4.

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

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(c) The principal amount and serial number of any Security and the record ownership of Securities shall be proved by the Registermaintained by the Registrar for the Securities.

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

(e) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act,the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to givesuch request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such arecord date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such recorddate, 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 determiningwhether 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 recorddate; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shallbecome 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.

(a) The Notes shall be designated as the “2.0% Convertible Senior Notes due 2024” of the Company. The aggregate PrincipalAmount at Issuance of Notes outstanding at any time may not exceed $105,000,000 except as provided in Section 2.7. The Notes shall constitutesenior general obligations of the Company.

The Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto, which isincorporated in and made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchangerule or usage (provided that any such notation, legend or endorsement required by usage is in a form acceptable to the Company). The Companyshall provide any such notations, legends or endorsements to the Trustee in writing. Each Security shall be dated the date of its authentication.

(b) Restricted Global Securities. All of the Securities are being initially offered and sold only to QIBs in reliance on Rule 144A andshall be issued, initially in the form of one or more Restricted Global Securities, which shall be deposited with the Trustee at its Corporate TrustOffice, as custodian for the Depositary and registered in the name of DTC or the nominee thereof, duly executed by the Company andauthenticated by the Trustee as hereinafter provided. If any Securities are resold to an Institutional Accredited Investor, the Company shall dulyexecute and the Trustee shall duly authenticate and deliver, in accordance with Section 2.2, one or more additional Restricted Global Securities,which shall be deposited with the Trustee at its Corporate Trust Office, as custodian for the Depositary and registered in the name of DTC or thenominee thereof and in which beneficial interests may be held by Institutional Accredited Investors in accordance with the Applicable Procedures.Subject to Section 2.1(a), the aggregate principal amount of the Restricted Global Securities may from time to time be increased or decreased byadjustments made on the records of the Trustee and the Depositary as hereinafter provided.

(c) Global Securities in General. Each Global Security shall represent such of the outstanding Securities as shall be specifiedtherein and each shall provide that it shall initially represent the aggregate amount of outstanding Securities stated thereon, but that the aggregateamount of outstanding Securities

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represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions, repurchases andconversions of such Securities.

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

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

(d) Certificated Securities. Certificated Securities will be issued only under the limited circumstances provided in Section 2.12(a)(i).

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 bemanual or facsimile.

A Security bearing the manual or facsimile signature of an individual who was at the time of the execution of the Security an Officershall bind the Company, notwithstanding that such individual has ceased to hold such office(s) prior to the authentication and delivery of suchSecurities or did not hold such office(s) 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 suchSecurity a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of anauthorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has beenduly authenticated and delivered hereunder.

The Trustee shall authenticate and deliver the Securities for original issuance in an aggregate Principal Amount at Issuance of up to$105,000,000 upon one or more Company Orders without any further action by the Company (other than as contemplated in Section 17.4 andSection 17.5). The aggregate Accreted Principal Amount due at the Stated Maturity of the Securities outstanding at any time may not exceed$136,002,300 except as provided in Section 2.7. In authenticating such Securities, and accepting the additional responsibilities under thisIndenture in relation to such Securities, the Trustee shall receive and shall be fully protected in relying upon:

(a) a copy of the Board Resolution in or pursuant to which the terms and form of the Securities were established, the issuance andsale of the Securities was authorized, this Indenture was authorized and specified Officers were authorized to establish the form and determine theterms of the Securities and the form of this Indenture, to execute the Securities and this Indenture on behalf of the Company and to take any othernecessary actions relating thereto and evidence of any actions taken by authorized Officers pursuant to that Board Resolution, certified by thePresident, Secretary, an Assistant Secretary or the General Counsel of the Company to have been duly adopted by the Board of Directors or takenby any authorized Officer and to be in full force and effect as of the date of such certificate; and

(b) an Officers’ Certificate delivered in accordance with to Section 17.4 and Section 17.5.

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The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to theCompany to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in thisIndenture to authentication by the Trustee includes authentication by such agent.

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

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 redemption, repurchase or payment (“Paying Agent”), an office or agencywhere Securities may be presented for conversion (“Conversion Agent”) and an office or agency where notices and demands to or upon theCompany in respect of the Securities and this Indenture may be served. Pursuant to Section 6.5, the Company shall at all times maintain aRegistrar, Paying Agent, Conversion Agent and an office or agency where notices and demands to or upon the Company in respect of theSecurities and this Indenture may be served in the Borough of Manhattan, New York City. The Registrar shall keep a register of the Securities (the“Register”) 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 conversionagents. The term Paying Agent includes any additional paying agent, including any named pursuant to Section 6.5. The term Conversion Agentincludes any additional conversion agent, including any named pursuant to Section 6.5.

The Company shall enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (in each case, if such Registrar, agent or co-registrar is a Person other than the Trustee). Each such agreement shall implement theprovisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If theCompany fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriatecompensation therefor pursuant to Section 9.7.

The Company hereby initially appoints the Trustee as Registrar, Paying Agent and Conversion Agent in connection with the Securities.The initial office of the Registrar, Paying Agent and Conversion Agent shall be the office of the Trustee that is located in the Borough ofManhattan, New York City, which office on the date hereof is 101 Barclay Street, 21st Floor, New York, New York 10286.

Section 2.4 Paying Agent to Hold Assets in Trust.

Except as otherwise provided herein, prior to 10:00 a.m., New York City time, on each due date of payments in respect of anySecurity, the Company shall deposit with the Paying Agent, cash (in immediately available funds if deposited on the due date) sufficient to makesuch payments when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the PayingAgent shall hold in trust for the benefit of Holders or the Trustee all cash held by the Paying Agent for the making of payments in respect of theSecurities and shall notify the Trustee of any default by the Company in making any such payment. The Company at any time may require aPaying Agent to pay all cash held by it to the Trustee, and to account for any funds disbursed by it, and the Trustee may at any time during thecontinuance of any such default, upon the written request to the Paying Agent, require such Paying Agent to forthwith pay to the Trustee all cashso held in trust. Upon doing so, the Paying Agent shall have no further liability for the cash.

Section 2.5 Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names andaddresses of Holders. If the Trustee is not the Registrar, the Company shall cause to be furnished to the Trustee on or before each semiannualinterest payment date and at such other times as the

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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 ofHolders.

Section 2.6 Transfer and Exchange.

(a) Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Security is presented tothe Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of otherauthorized denominations, the Registrar shall register the transfer or make the exchange as requested; provided, however, that every Securitypresented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable,a transfer certificate, each in the form included in Exhibit A attached hereto and in form satisfactory to the Registrar and each duly executed bythe Holder thereof or its attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security forregistration of transfer or exchange at an office or agency maintained for such purpose pursuant to Section 2.3, the Company shall execute, andthe Trustee shall authenticate, Securities of a like aggregate principal amount at the Registrar’s request. Any transfer or exchange shall be withoutcharge, except that the Company or the Registrar may require payment of a sum sufficient to pay all taxes, assessments or other governmentalcharges that may be imposed in connection with the transfer or exchange of the Securities from the Holder requesting such transfer or exchange.

Neither the Company, the Registrar nor the Trustee shall be required to exchange or register a transfer of (i) any Securities selected forredemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed), or (ii) any Securities in respect ofwhich a Purchase Notice or a Fundamental Change Purchase Notice has been given and not withdrawn by the Holder thereof in accordance withthe terms of this Indenture (except, in the case of Securities to be repurchased in part, the portion thereof not to be repurchased), or (iii) anySecurities surrendered for conversion (except, in the case of Securities to be converted in part, the portion thereof not to be converted).

All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debtand entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.

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

(c) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transferimposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security between or among Agent Membersor other beneficial owners of interests in any Global Security other than to require delivery of such certificates and other documentation orevidence 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 todetermine substantial compliance as to form with the express requirements hereof.

Section 2.7 Replacement Securities.

If (a) any mutilated Security is surrendered to the Company, the Registrar or the Trustee, or (b) the Company, the Registrar and theTrustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company, the Registrarand the Trustee such security or indemnity as may be requested by them to save each of them harmless, then, in the absence of any notice tothe Company, the Registrar or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and uponits written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost orstolen 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 beredeemed by the Company pursuant to ARTICLE III or repurchased by the

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Company pursuant to ARTICLE IV or ARTICLE V, the Company in its discretion may, instead of issuing a new Security, pay, redeem orrepurchase 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 coverany tax, assessment or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees andexpenses of the Trustee or the Registrar) connected therewith.

Every new Security issued pursuant to this Section 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute anoriginal additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable byanyone, 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 tothe replacement or payment of mutilated, destroyed, lost or stolen Securities.

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 deliveredto it for cancellation, and those described in this Section 2.8 as not outstanding. If a Security is replaced pursuant to Section 2.7, the replacedSecurity ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaserunaware that such Security has been replaced.

Subject to Section 2.12(f), a Security does not cease to be outstanding because the Company or an Affiliate thereof holds theSecurity; provided, however, that in determining whether the Holders of the requisite principal amount of Securities have given or concurred in anyrequest, demand, authorization, direction, notice, consent, waiver, or other Act hereunder, Securities owned by the Company or any other obligorupon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be outstanding, except that, indetermining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver orother Act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to theforegoing, only Securities outstanding at the time of such determination shall be considered in any such determination.

If a Security is replaced pursuant to Section 2.7, the replaced Security ceases to be outstanding unless the Trustee receives proofsatisfactory to it that the replaced Security is held by a bona fide purchaser unaware that such Security has been replaced.

If the Paying Agent holds, in accordance with the terms of this Indenture, prior to 10:00 a.m., New York City time, on a RedemptionDate, a Purchase Date, a Fundamental Change Purchase Date or Stated Maturity, as the case may be, cash or securities, if permitted hereunder,sufficient to pay Securities payable on that date, then on such Redemption Date, Purchase Date, Fundamental Change Purchase Date or StatedMaturity, as the case may be, such Securities shall cease to be outstanding and interest and Additional Interest, if any, on such Securities shallcease to accrue.

If a Security is converted in accordance with ARTICLE XII, then from and after the time of conversion on the date of conversion, suchSecurity shall cease to be outstanding and interest and Additional Interest, if any, on such Security shall cease to accrue.

Section 2.9 Temporary Securities.

Pending the preparation of definitive Securities, the Company may execute, and upon Company Order, the Trustee shall authenticateand deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorizeddenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions,substitutions and other

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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 shall cause definitive Securities to be prepared without unreasonable delay. After thepreparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporarySecurities at the office or agency of the Company designated for such purpose pursuant to Section 2.3, without charge to the Holder. Uponsurrender for cancellation of any one or more temporary Securities the Company shall execute and the Trustee shall authenticate and deliver inexchange therefor a like principal amount of definitive Securities of authorized denominations. Until so exchanged the temporary Securities shall inall respects be entitled to the same benefits and subject to the same limitations under this Indenture as definitive Securities.

Section 2.10 Cancellation.

All Securities surrendered for payment, repurchase by the Company pursuant to ARTICLE IV or ARTICLE V, conversion, redemptionor registration of transfer or exchange shall, if surrendered to any person other than the Trustee, be delivered to the Trustee and shall be promptlycancelled by it or, if surrendered to the Trustee, shall be promptly cancelled by it. The Company may at any time deliver to the Trustee forcancellation 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 that ithas paid or delivered to the Trustee for cancellation or that any Holder has converted pursuant to ARTICLE XII. No Securities shall beauthenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 2.10, except as expressly permitted by thisIndenture. 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 theTrustee may treat the person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment ofprincipal of, Redemption Price, Purchase Price or Fundamental Change Purchase Price, and interest, Contingent Interest and Additional Interest, ifany, on, the Security, for the purpose of receiving cash or Applicable Stock upon conversion and for all other purposes whatsoever, whether or notsuch Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to thecontrary.

Section 2.12 Additional Transfer and Exchange Requirements.

(a) Transfer and Exchange of Global Securities.

(i) Certificated Securities shall be issued in exchange for interests in the Global Securities only if (x) the Depositary notifies theCompany that it is unwilling or unable to continue as Depositary for the Global Securities, (y) the Depositary ceases to be a “clearing agency”registered under the Exchange Act, if so required by applicable law or regulation and a successor Depositary is not appointed by theCompany within 90 calendar days or (z) an Event of Default has occurred and is continuing. In any such case, the Company shall execute,and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliverCertificated Securities in an aggregate principal amount equal to the principal amount of such Global Securities in exchange therefor. OnlyRestricted Certificated Securities shall be issued in exchange for beneficial interests in Restricted Global Securities, and only UnrestrictedCertificated Securities shall be issued in exchange for beneficial interests in Unrestricted Global Securities. Certificated Securities issued inexchange for beneficial interests in Global Securities shall be registered in such names and shall be in such authorized denominations as theDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver orcause to be delivered such Certificated Securities to the Persons in whose name such Securities are so registered. Such exchange shall beeffected in accordance with the Applicable Procedures

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(ii) Notwithstanding any other provisions of this Indenture other than the provisions set forth in Section 2.12(a)(i), a Global Securitymay not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to theDepositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of suchsuccessor Depositary.

(b) Transfer and Exchange of Certificated Securities. In the event that Certificated Securities are issued in exchange for beneficialinterests in Global Securities in accordance with Section 2.12(a)(i), and, on or after such event, Certificated Securities are presented by a Holder tothe Registrar with a request:

(x) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of CertificatedSecurities only; or

(y) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorizeddenominations,

such Registrar shall register the transfer or make the exchange as requested; provided, however, that the Certificated Securities presented orsurrendered for register of transfer or exchange:

(i) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the proviso in the first paragraph ofSection 2.6(a); and

(ii) in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information anddocuments, as applicable:

(A) if such Restricted Certificated Security is being delivered to the Registrar by a Holder for registration in the name of suchHolder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company,a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate);

(B) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB incompliance with Rule 144A, pursuant to the exemption from the registration requirements of the Securities Act provided by Rule 144 (ifavailable) or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (insubstantially the form set forth in the Transfer Certificate); or

(C) if such Restricted Certificated Security is being transferred pursuant to an exemption from the registration requirements ofthe Securities Act to an Institutional Accredited Investor (other than to a QIB in accordance with Rule 144A), that, prior to suchtransfer, furnishes to the Trustee a certificate containing certain representations and warranties by such Institutional AccreditedInvestor (in substantially the form set forth in Exhibit B), an Opinion of Counsel if required by the Company or the Trustee and acertification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate).

(c) Transfer of a Beneficial Interest in a Restricted Global Security for a Beneficial Interest in an Unrestricted Global Security. Anyperson having a beneficial interest in a Restricted Global Security may upon request, subject to the Applicable Procedures, transfer suchbeneficial interest to a person who is required or permitted to take delivery thereof in the form of an Unrestricted Global Security. Upon receipt bythe Trustee of written instructions, or such other form of instructions as is customary for the Depositary, from the Depositary or its nominee onbehalf of any person having a beneficial interest in a Restricted Global Security and the following additional information and documents in suchform as is customary for the Depositary from the Depositary or its nominee on behalf of the person having such beneficial interest in the RestrictedGlobal Security (all of which may be submitted by facsimile or electronically):

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(i) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, acertification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate); or

(ii) if such beneficial interest is being transferred pursuant to the exemption from the registration requirements of the Securities Actprovided by Rule 144, a certification to that effect from the Holder (in substantially the form set forth in the Transfer Certificate),

the Trustee, as the Registrar, shall reduce or cause to be reduced the aggregate principal amount of the Restricted Global Security by theappropriate principal amount and shall increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security by alike principal amount. Such transfer shall otherwise be effected in accordance with the Applicable Procedures. If no Unrestricted Global Security isthen outstanding, the Company shall execute and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliverpromptly), authenticate and deliver an Unrestricted Global Security.

(d) Transfers of Certificated Securities for Beneficial Interests in Global Securities. In the event that Certificated Securities areissued in exchange for beneficial interests in Global Securities and, thereafter, the events or conditions specified in Section 2.12(a)(i) whichrequired such exchange shall cease to exist, the Company shall mail notice to the Trustee and to the Holders stating that Holders may exchangeCertificated Securities for interests in Global Securities by complying with the procedures set forth in this Indenture and briefly describing suchprocedures and the events or circumstances requiring that such notice be given. Thereafter, if Certificated Securities are presented by a Holder toa Registrar with a request:

(x) to register the transfer of such Certificated Securities to a person who will take delivery thereof in the form of a beneficialinterest in a Global Security, which request shall specify whether such Global Security will be a Restricted Global Security or an UnrestrictedGlobal Security, or

(y) to exchange such Certificated Securities for an equal principal amount of beneficial interests in a Global Security, whichbeneficial interests shall be owned by the Holder transferring such Certificated Securities (provided that in the case of such an exchange,Restricted Certificated Securities may be exchanged only for Restricted Global Securities and Unrestricted Certificated Securities may beexchanged only for Unrestricted Global Securities), the Registrar shall register the transfer or make the exchange as requested by cancelingsuch Certificated Security and causing, or directing the Registrar to cause, the aggregate principal amount of the applicable Global Securityto be increased accordingly and, if no such Global Security is then outstanding, the Company shall issue and the Trustee shall, upon receiptof a Company Order (which the Company agrees to deliver promptly) authenticate and deliver a new Global Security;

provided, however, that the Certificated Securities presented or surrendered for registration of transfer or exchange:

(1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the proviso in the firstparagraph of Section 2.6(a);

(2) in the case of a Restricted Certificated Security to be transferred for a beneficial interest in an Unrestricted GlobalSecurity, such request shall be accompanied by the following additional information and documents, as applicable:

(i) if such Restricted Certificated Security is being transferred pursuant to an effective registration statement under theSecurities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate); or

(ii) if such Restricted Certificated Security is being transferred pursuant to the exemption from the registrationrequirements of the Securities Act provided by Rule 144, a certification to that effect from such Holder (in substantially the formset forth in the Transfer Certificate);

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(3) in the case of a Restricted Certificated Security to be transferred or exchanged for a beneficial interest in aRestricted Global Security, such request shall be accompanied by a certification from such Holder (in substantially the form setforth in the Transfer Certificate) to the effect that such Restricted Certificated Security is being transferred to a person the Holderreasonably believes is a QIB (which, in the case of an exchange, shall be such Holder) in compliance with Rule 144A or, in thecase of a transfer to an Institutional Accredited Investor (other than to a QIB in accordance with Rule 144A), by a certificatecontaining certain representations and warranties by such Institutional Accredited Investor (in substantially the form set forth inExhibit B), an Opinion of Counsel if required by the Company or the Trustee and a certification to that effect from the Holder (insubstantially the form set forth in the Transfer Certificate); and

(4) in the case of an Unrestricted Certificated Security to be transferred or exchanged for a beneficial interest in anUnrestricted Global Security, such request need not be accompanied by any additional information or documents.

(e) Legends.

(1) Except as permitted by the following paragraphs (2), (3) and (4), each Global Security and Certificated Security (andall Securities issued in exchange therefor or upon registration of transfer or replacement thereof) shall bear a legend insubstantially the form called for by footnote 2 to Exhibit A and footnote 1 to Exhibit C attached hereto (each a “TransferRestricted Security”), for so long as it is required by this Indenture to bear such legend. Each Transfer Restricted Security shallhave attached thereto a certificate (a “Transfer Certificate”) in substantially the form called for by footnote 4 to Exhibit Aattached hereto.

(2) Upon any sale or transfer of a Transfer Restricted Security (x) pursuant to Rule 144 or (y) pursuant to an effectiveregistration statement under the Securities Act:

(i) in the case of any Restricted Certificated Security, any Registrar shall permit the Holder thereof to exchange suchRestricted Certificated Security for an Unrestricted Certificated Security, or (under the circumstances described in Section2.12(d)) to transfer such Restricted Certificated Security to a transferee who shall take such Security in the form of a beneficialinterest in an Unrestricted Global Security, and in each case shall rescind any restriction on the transfer of such Security; and

(ii) in the case of any beneficial interest in a Restricted Global Security, the Trustee shall permit the beneficial ownerthereof to transfer such beneficial interest to a transferee who shall take such interest in the form of a beneficial interest in anUnrestricted Global Security and shall rescind any restriction on transfer of such beneficial interest; provided, that suchUnrestricted Global Security shall continue to be subject to the provisions of Section 2.12(a)(ii).

(3) Upon the expiration of the holding period pursuant to Rule 144(k) of the Securities Act, the Company shall removeany restriction of transfer on such Security, and the Company shall execute, and the Trustee shall authenticate and deliverSecurities that do not bear such legend and that do not have a Transfer Certificate attached thereto.

(4) Until the expiration of the holding period applicable to sales of the Securities under Rule 144(k) of the Securities Actor a transfer of the Securities pursuant to Rule 144 or pursuant to an effective registration statement under the Securities Act,the Applicable Stock issued upon conversion of the Securities shall bear the legend in substantially the form called for by ExhibitC attached hereto.

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(f) Transfers to the Company. Nothing contained in this Indenture or in the Securities shall prohibit the sale or other transfer of anySecurities (including beneficial interests in Global Securities) to the Company or any of its Subsidiaries. The Company shall ensure that if anysuch Securities shall be reissued, such reissuance shall comply with applicable law and any Securities reissued as Transfer Restricted Securitiesshall be assigned a different “CUSIP” number than any other Securities.

(g) Amendments to Rule 144(k). Notwithstanding any other provision in this Indenture, if Rule 144(k) as promulgated under theSecurities Act is amended to shorten the two-year period under Rule 144(k), then the references to “two years” in the restrictive legend of eachTransfer Restricted Security shall be deemed to refer to such shorter period, from and after receipt by the Trustee of the documents described inSection 2.12(d)(2) from the Company or from a Holder of a Transfer Restricted Security; provided that, Transfer Restricted Security shall not bedeemed to refer to such shorter period if to do so would be prohibited by, or would otherwise cause a violation of, the U.S. federal securities lawsapplicable at the time. As soon as practicable after a Responsible Officer of the Company receives notice of the effectiveness of any suchamendment to shorten the two-year period under Rule 144(k), unless causing the Transfer Restricted Securities to refer to such shorter periodwould otherwise be prohibited by, or would otherwise cause a violation of, the U.S. federal securities laws applicable at the time, the Company willprovide to the Trustee the documents described in Section 2.12(d)(2) respecting the effectiveness of such amendment.

Section 2.13 CUSIP Numbers.

The Company may issue the Securities with one or more “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use“CUSIP” numbers in notices of redemption or repurchase as a convenience to Holders; provided that any such notice may state that norepresentation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption orrepurchase and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption orrepurchase shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change inthe CUSIP numbers.

ARTICLE III

REDEMPTION OF NOTES

Section 3.1 The Company’s Right to Redeem; Notice to Trustee.

Subject to the terms and conditions of this ARTICLE III, the Company may, at its option, redeem for cash all or a portion of the Notesat any time:

(i) during the period commencing on February 4, 2009 to and including January 31, 2010, at a Redemption Price equal to 100.571%of the Accreted Principal Amount of the Notes plus accrued and unpaid interest, Contingent Interest and Additional interest, if any, to, butnot including, the Redemption Date;

(ii) during the period commencing on February 1, 2010 to and including January 31, 2011, at a Redemption Price equal to 100.286%of the Accreted Principal Amount of the Notes plus accrued and unpaid interest, Contingent Interest and Additional Interest, if any, to, butnot including, the Redemption Date; and

(iii) beginning on February 1, 2011, at a Redemption Price equal to 100% of the Accreted Principal Amount of the Notes plusaccrued and unpaid interest, Contingent Interest and Additional Interest, if any, to, but not including, the Redemption Date.

In the event that the Company elects to redeem Notes on a date that is after any Regular Record Date but on or before thecorresponding Interest Payment Date, the Company shall be required to pay any accrued

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and unpaid interest, Contingent Interest and Additional Interest, if any, to the holder of the redeemed Note and not the Holder on the correspondingRegular Record Date.

If the Company elects to redeem Notes, it shall notify the Trustee in writing of the Redemption Date, the Principal Amount at Issuanceof Notes to be redeemed and the Redemption Price. The Company shall give this notice to the Trustee by a Company Order at least 30 calendardays before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee).

Section 3.2 Selection of Notes to Be Redeemed.

If fewer than all of the outstanding Notes are to be redeemed, unless the procedures of the Depositary provide otherwise, the Trusteeshall select the Notes to be redeemed by lot or on a pro rata basis or by another method the Trustee considers fair and appropriate. The Trusteeshall make the selection within five Business Days after it receives the notice provided for in Section 3.1 from outstanding Notes not previouslycalled for redemption.

Notes and portions of Notes that the Trustee selects shall be in Principal Amounts at Issuance of $1,000 or an integral multiplethereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trusteeshall notify the Company promptly of the Notes or portions of the Notes to be redeemed.

Notes and portions of Notes that are to be redeemed are convertible by the Holder until 5:00 p.m., New York City time, on the secondBusiness Day immediately preceding the Redemption Date. If any Note selected for partial redemption is converted in part before termination ofthe conversion right with respect to the portion of the Note so selected, the converted portion of such Note shall be deemed (so far as may be) tobe the portion selected for redemption and the Trustee shall select additional Notes to be redeemed in the manner provided in the first paragraph ofthis Section 3.2 in an amount equal to the Notes that would have been redeemed but for their conversion prior to the termination of their conversionright. Notes which have been converted during a selection of Notes to be redeemed may be treated by the Trustee as outstanding for the purposeof such selection.

Section 3.3 Notice of Redemption.

At least 20 calendar days but not more than 60 calendar days before a Redemption Date, the Company shall mail a notice ofredemption by first-class mail, postage prepaid, to each Holder of Notes to be redeemed.

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

(a) the Redemption Date;

(b) the Redemption Price;

(c) the Conversion Rate;

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

(e) that Notes called for redemption may be converted at any time prior to 5:00 p.m., New York City time, on the second BusinessDay preceding the Redemption Date;

(f) that Holders who want to convert their Notes must satisfy the requirements set forth in ARTICLE XII;

(g) that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

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(h) if fewer than all of the outstanding Notes are to be redeemed, the serial numbers, if any, and Principal Amounts at Issuance ofthe particular Notes to be redeemed;

(i) that, unless the Company defaults in making payment of such Redemption Price, interest, Contingent Interest and AdditionalInterest, if any, on Notes called for redemption shall cease to accrue on and after the Redemption Date;

(j) the CUSIP number(s) of the Securities; and

(k) any other information the Company wants to present.

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, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to theTrustee) prior to the date by which such notice of redemption must be given to Holders in accordance with this Section 3.3; provided, further, thatthe text of the notice of redemption shall be prepared by the Company.

Section 3.4 Effect of Notice of Redemption.

Once notice of redemption is given, Notes called for redemption become due and payable on the Redemption Date and at theRedemption Price, except for Notes which are converted in accordance with the terms of this Indenture. Upon surrender to the Paying Agent, suchNotes shall be paid at the Redemption Price.

Section 3.5 Deposit of Redemption Price.

Prior to 10:00 a.m., New York City time, on the applicable Redemption Date, the Company shall irrevocably deposit with the PayingAgent an amount of cash (in immediately available funds if deposited on the Redemption Date) sufficient to pay the aggregate Redemption Price ofall Notes or portions thereof which are to be redeemed as of such Redemption Date other than Notes or portions of Notes called for redemptionwhich on or prior thereto have been delivered by the Company to the Trustee for cancellation or have been converted.

If the Paying Agent holds, in accordance with the terms hereof, at 10:00 a.m., New York City time, on the applicable Redemption Date,cash sufficient to pay the Redemption Price of any Notes for which notice of redemption is given, then, on such Redemption Date, such Notesshall cease to be outstanding and interest, Contingent Interest and Additional Interest, if any, on such Notes shall cease to accrue, whether or notsuch Notes are delivered to the Paying Agent, and the rights of the Holders in respect thereof shall terminate (other than the right to receive theRedemption Price upon delivery of such Notes).

Section 3.6 Notes Redeemed in Part.

Any Certificated Security which is to be redeemed only in part shall be surrendered at the office of the Paying Agent and the Companyshall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without charge, a new Security or Securities, of anyauthorized denomination as requested by such Holder in aggregate principal amount equal to the unredeemed portion of the Security surrendered.

Section 3.7 Repayment to the Company.

To the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.5 exceeds the aggregateRedemption Price of the Notes or portions thereof which the Company is redeeming as of the Redemption Date, then, promptly after theRedemption Date, the Paying Agent shall return any such excess to the Company together with interest, if any, thereon.

Section 3.8 No Sinking Fund.

The Notes shall not have a sinking fund.

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ARTICLE IV

PURCHASE AT THE OPTION OF HOLDERS ON SPECIFIC DATES

Section 4.1 Optional Put.

(a) Each Holder shall have the right, at the Holder’s option, but subject to the provisions of this Section 4.1, to require the Companyto purchase, and upon the exercise of such right, the Company shall purchase, all of such Holder’s Notes not theretofore called for redemption, orany portion of the Principal Amount at Issuance thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuantto this Section 4.1, on each of February 1, 2011, February 1, 2014 and February 1, 2019 (each a “Purchase Date”). The Company shall be requiredto purchase such Notes at a purchase price in cash equal to 100% of the Accreted Principal Amount plus accrued and unpaid interest, ContingentInterest and Additional Interest, if any, to, but excluding, the Purchase Date (the “Purchase Price”).

(b) No later than 22 Business Days prior to each Purchase Date, the Company shall mail a written notice of the purchase right byfirst class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as a Paying Agent) and to each Holder at its address shownin the Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include a form of Purchase Notice to becompleted by the Holder and shall briefly state, as applicable:

(i) the date by which the Purchase Notice must be delivered to the Paying Agent in order for a Holder to exercise the purchase rightpursuant to this Section 4.1;

(ii) the Purchase Date;

(iii) the Purchase Price;

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

(v) the Conversion Rate and any adjustments thereto;

(vi) that the Notes as to which a Purchase Notice has been given may be converted into Common Stock if they are otherwiseconvertible pursuant to ARTICLE XII of this Indenture only if the Purchase Notice has been withdrawn in accordance with the terms of thisIndenture;

(vii) that the Notes must be surrendered to the Paying Agent to collect payment;

(viii) that the Purchase Price for any Notes as to which a Purchase Notice has been duly given and not withdrawn shall be paidpromptly following the later of the Purchase Date and the time of surrender of such Security as described in Section 4.1(b)(vii);

(ix) the procedures the Holder must follow to exercise its rights under this Section 4.1 and a brief description of such rights;

(x) briefly, the conversion rights of the Notes, if any, and that the Holder must satisfy the requirements set forth in the Indenture inorder to convert the Notes;

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

(xii) that, unless the Company defaults in making payment of such Purchase Price, interest (including any Additional Interest), if any,on Notes surrendered for purchase by the Company shall cease to accrue on and after the Purchase Date; and

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(xiii) the CUSIP number(s) of the Notes.

At the Company’s request, the Trustee shall give the notice of purchase right in the Company’s name and at the Company’s expense;provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to theTrustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 4.1(b); provided,further, that the text of the notice of purchase right shall be prepared by the Company.

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

Simultaneously with delivering the written notice pursuant to this Section 4.1(b), the Company shall make a Public Notice containing allinformation specified in such written notice.

(c) A Holder may exercise its rights specified in clause (a) of this Section 4.1 upon delivery of a written notice (which shall be insubstantially the form included on the reverse side of the Securities entitled “Option of Holder to Elect Purchase” hereto and which may bedelivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, maybe delivered electronically or by other means in accordance with the Depositary’s customary procedures) of the exercise of such rights (a“Purchase Notice”) to the Paying Agent at any time from the opening of business on the date that is 22 Business Days prior to the relevantPurchase Date until the close of business on the second Business Day prior to such Purchase Date.

The Purchase Notice delivered by a Holder shall state (i) the relevant Purchase Date, (ii) if certificated Securities, the serial number ornumbers of the Note or Notes which the Holder shall deliver to be purchased (if not certificated, the notice must comply with ApplicableProcedures), (iii) the portion of the Principal Amount at Issuance of the Note which the Holder shall deliver to be purchased, which portion must be$1,000 or an integral multiple thereof, and (iv) that such Note shall be purchased pursuant to the terms and conditions specified in the Securitiesand this Indenture.

Delivery of a Note to the Paying Agent by book-entry transfer or physical delivery prior to, on or after the applicable Purchase Date(together with all necessary endorsements) at the offices of the Paying Agent is 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 4.1 only if the Note so delivered to the Paying Agent shallconform 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 4.1, a portion of a Note if the Principal Amount atIssuance of such portion is $1,000 or an integral multiple thereof. Provisions of this Indenture that apply to the purchase of all of a Note pursuantto Section 4.1 through Section 4.7 also apply to the purchase of such portion of such Note.

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

Anything herein to the contrary notwithstanding, in the case of Global Securities, any Purchase Notice may be delivered or withdrawnand such Securities may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.

Section 4.2 Effect of Purchase Notice; Withdrawal of Purchase Notice.

(a) Upon receipt by the Paying Agent of the Purchase Notice specified in Section 4.1(c), the Holder of the Note in respect of whichsuch Purchase Notice was given shall (unless such Purchase Notice is withdrawn as specified in the following paragraph) thereafter be entitled toreceive solely the Purchase Price with respect to such Note. Such Purchase Price shall be paid to such Holder, subject to receipt of cash by thePaying

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Agent, promptly following the later of (a) the Purchase Date with respect to such Note (provided the conditions in Section 4.1(c) have beensatisfied) and (b) the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required bySection 4.1(c). Notes in respect of which a Purchase Notice has been given by the Holder thereof may not be converted pursuant to ARTICLE XIIon or after the date of the delivery of such Purchase Notice unless such Purchase Notice has first been validly withdrawn as specified in thefollowing paragraph.

(b) A Purchase Notice may be withdrawn by means of a written notice (which may be delivered by letter, overnight courier, handdelivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by othermeans in accordance with the Depositary’s customary procedures) of withdrawal delivered by the Holder to the Paying Agent at any time prior tothe close of business on the Business Day immediately preceding the Purchase Date, specifying (a) the Principal Amount of the Note or portionthereof (which must be a Principal Amount at Issuance of $1,000 or an integral multiple thereof) with respect to which such notice of withdrawal isbeing submitted, (b) if certificated Securities have been issued, the serial numbers of the withdrawn Notes, or if not certificated, such notice mustcomply with Applicable Procedures, and (c) the Principal Amount at Issuance, if any, which remains subject to the Purchase Notice. If a PurchaseNotice has been properly withdrawn pursuant to this Section 4.2(b) prior to the Purchase Date, the Company shall not be obligated to purchasethose Notes so identified in such notice of withdrawal.

Section 4.3 Deposit of Purchase Price.

Prior to 10:00 a.m., New York City time, on the applicable Purchase Date, the Company shall irrevocably deposit with the PayingAgent an amount of cash (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Purchase Price of allthe Notes or portions thereof which are to be purchased as of such Purchase Date.

If the Paying Agent holds, in accordance with the terms hereof, at 10:00 a.m., New York City time, on the applicable Purchase Date,cash sufficient to pay the Purchase Price of any Notes for which a Purchase Notice has been tendered and not withdrawn pursuant to Section4.2(b), then, on such Purchase Date, such Notes shall cease to be outstanding and interest, Contingent Interest and Additional Interest, if any, onsuch Notes shall cease to accrue, whether or not such Notes are delivered to the Paying Agent, and the rights of the Holders in respect thereofshall terminate (other than the right to receive the Purchase Price upon delivery of such Notes).

The Company shall make a Public Notice of the aggregate Accreted Principal Amount of Notes purchased on the applicable PurchaseDate on such date or as soon as practicable thereafter.

Section 4.4 Certificated Securities Purchased in Part.

Any Certificated Security which is to be purchased only in part shall be surrendered at the office of the Paying Agent (with, if theCompany or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trusteeduly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and promptly after the applicable Purchase Date theCompany shall execute and the Trustee shall authenticate and deliver to the Holder of such Note, without charge, a new Note or Notes, of anyauthorized denomination or denominations as may be requested by such Holder, in aggregate principal amount equal to, and in exchange for, theportion of the Principal Amount of the Note so surrendered that is not purchased.

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Section 4.5 Covenant to Comply With Securities Laws Upon Purchase of Securities.

When complying with the provisions of Section 4.1 hereof (provided that such offer or purchase constitutes an “issuer tender offer” forpurposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer orpurchase), and subject to any exemptions available under applicable law, the Company shall:

(a) if applicable, comply with Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act;

(b) file the related Schedule TO (or any successor schedule, form or report) if required under the Exchange Act; and

(c) otherwise comply with all United States federal and state securities laws so as to permit the rights and obligations under thisARTICLE IV to be exercised in the time and in the manner specified therein.

Section 4.6 Repayment to the Company.

To the extent that the aggregate amount of cash deposited by the Company pursuant to Section 4.3 exceeds the aggregate PurchasePrice of the Notes or portions thereof which the Company is obligated to purchase as of the applicable Purchase Date, then, promptly after suchPurchase Date, the Paying Agent shall return any such excess to the Company, together with interest, if any, thereon.

Section 4.7 No Purchase Upon Event of Default. There shall be no purchase of any Securities pursuant to this ARTICLE IV if there hasoccurred (prior to, on or after, as the case may be, the giving by each of the Holders of such Notes of the required Purchase Notice but, in anyevent, prior to the applicable Purchase Date) and is continuing, as of such Purchase Date, an Event of Default (other than a default in the paymentof the Purchase Price with respect to such Notes). The Paying Agent shall promptly return to the respective Holders thereof any Notes (a) withrespect to which a Purchase Notice has been delivered in compliance with this Indenture, or (b) held by it during the continuance of an Event ofDefault (other than a default in the payment of the Purchase Price with respect to such Notes), in which case, upon such return, the PurchaseNotice with respect thereto shall be deemed to have been withdrawn.

ARTICLE V

PURCHASE AT THE OPTION OF HOLDERSUPON A FUNDAMENTAL CHANGE

Section 5.1 Fundamental Change Put.

(a) In the event that a Fundamental Change shall occur at any time prior to the Stated Maturity, each Holder shall have the right, atthe Holder’s option, but subject to the provisions of this Section 5.1, to require the Company to purchase, and upon the exercise of such right, theCompany shall purchase, all of such Holder’s Notes not theretofore called for redemption, or any portion of the Principal Amount at Issuancethereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 5.1, on the date designated bythe Company (the “Fundamental Change Purchase Date”) that is a Business Day no later than 35 Business Days after the date of noticepursuant to Section 5.1(b) of the occurrence of a Fundamental Change (subject to extension to comply with applicable law). The Company shall berequired to purchase such Notes at a purchase price in cash equal to 100% of the Accreted Principal Amount plus any accrued and unpaidinterest, Contingent Interest and Additional Interest, if any, to, but excluding, the Fundamental Change Purchase Date (the “Fundamental ChangePurchase Price”). In the event that a Fundamental Change Purchase Date is a date that is after any Regular Record Date but on or before thecorresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest, Contingent Interest and AdditionalInterest, if any, to the holder of the repurchased Note and not the Holder on the Regular Record Date.

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(b) No later than 20 calendar days after the occurrence of a Fundamental Change, the Company shall mail a written notice of theFundamental Change by first class mail to the Trustee (and the Paying Agent if the Trustee is not then acting as Paying Agent) and to each Holderat its address shown in the Register of the Registrar, and to beneficial owners as required by applicable law. The notice shall include a form ofFundamental Change Purchase Notice to be completed by the Holder and shall briefly state, as applicable:

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

(ii) the date by which the Fundamental Change Purchase Notice must be delivered to the Paying Agent in order for a Holder toexercise the purchase right pursuant to this Section 5.1;

(iii) the Fundamental Change Purchase Date;

(iv) the Fundamental Change Purchase Price;

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

(vi) the Conversion Rate and any adjustments thereto;

(vii) that the Notes as to which a Fundamental Change Purchase Notice has been given may be converted into Common Stockpursuant to ARTICLE XII of this Indenture only if the Fundamental Change Purchase Notice has been withdrawn in accordance with theterms of this Indenture;

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

(ix) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been dulygiven and not withdrawn shall be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender ofsuch Note as described in Section 5.1(b)(viii);

(x) the procedures the Holder must follow to exercise rights under this Section 5.1 and a brief description of such rights;

(xi) briefly, the conversion rights of the Notes, and that the Holder must satisfy the requirements set forth in the Indenture in order toconvert the Securities;

(xii) the procedures for withdrawing a Fundamental Change Purchase Notice, including a form of notice of withdrawal;

(xiii) that, unless the Company defaults in making payment of such Fundamental Change Purchase Price, interest, Contingent Interestand Additional Interest, if any, on Notes surrendered for purchase by the Company shall cease to accrue on and after the FundamentalChange Purchase Date; and

(xiv) the CUSIP number(s) of the Notes.

At the Company’s request, the Trustee shall give the notice of purchase right in the Company’s name and at the Company’s expense;provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to theTrustee) prior to the date by which such notice of purchase right must be given to the Holders in accordance with this Section 5.1(b); provided,further, that the text of the notice of purchase right shall be prepared by the Company.

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

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Simultaneously with delivering the written notice pursuant to this Section 5.1(b), the Company shall make a Public Notice containing allinformation specified in such written notice.

(c) A Holder may exercise its rights specified in clause (a) of this Section 5.1 upon delivery of a written notice (which shall be insubstantially the form included on the reverse side of the Notes entitled “Option of Holder to Elect Purchase” hereto and which may be delivered byletter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be deliveredelectronically or by other means in accordance with the Depositary’s customary procedures) of the exercise of such rights (a “FundamentalChange Purchase Notice”) to the Paying Agent at any time on or before the 20th Business Day after the date of the Company’s notice of theFundamental Change (subject to extension to comply with applicable law).

The Fundamental Change Purchase Notice delivered by a Holder shall state (i) the Fundamental Change Purchase Date, (ii) ifcertificated Securities, the serial number or numbers of the Note or Notes which the Holder shall deliver to be purchased (if not certificated, thenotice must comply with Applicable Procedures), (iii) the portion of the Principal Amount at Issuance of the Note which the Holder shall deliver tobe purchased, which portion must be $1,000 or an integral multiple thereof, and (iv) that such Note shall be purchased pursuant to the terms andconditions specified in the Securities and this Indenture.

Delivery of a Note (together with all necessary endorsements) to the Paying Agent by book-entry transfer or physical delivery prior to,on or after the Fundamental Change Purchase Date at the offices of the Paying Agent is a condition to receipt by the Holder of the FundamentalChange Purchase Price therefor; provided, however, that such Fundamental Change Purchase Price shall be so paid pursuant to this Section 5.1only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental ChangePurchase Notice, as determined by the Company.

The Company shall purchase from the Holder thereof, pursuant to this Section 5.1, a portion of a Note if the Principal Amount atIssuance of such portion is $1,000 or an integral multiple thereof. Provisions of the Indenture that apply to the purchase of all of a Note also applyto the purchase of such portion of such Note.

A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or writtenwithdrawal thereof.

Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Purchase Notice may bedelivered or withdrawn and such Notes may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effectfrom time to time.

Section 5.2 Effect of Fundamental Change Purchase Notice.

(a) Upon receipt by the Paying Agent of the Fundamental Change Purchase Notice specified in Section 5.1(c), the Holder of theNote in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice iswithdrawn as specified in the following paragraph) thereafter be entitled to receive the Fundamental Change Purchase Price with respect to suchNote. Such Fundamental Change Purchase Price shall be paid to such Holder, subject to receipt of cash by the Paying Agent, promptly followingthe later of (a) the Fundamental Change Purchase Date with respect to such Note (provided the conditions in Section 5.1(c) have been satisfied)and (b) the time of book-entry transfer or delivery of such Note to the Paying Agent by the Holder thereof in the manner required by Section 5.1(c).Notes in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted pursuant toARTICLE XII on or after the date of the delivery of such Fundamental Change Purchase Notice unless such Fundamental Change PurchaseNotice has first been validly withdrawn as specified in the following paragraph.

(b) A Fundamental Change Purchase Notice may be withdrawn by means of a written notice (which may be delivered by letter,overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be deliveredelectronically or by other means in accordance with

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the Depositary’s customary procedures) of withdrawal delivered by the Holder to the Paying Agent at any time prior to the close of business on theBusiness Day immediately preceding the Fundamental Change Purchase Date, specifying (a) the Principal Amount at Issuance of the Note orportion thereof (which must be a Principal Amount at Issuance of $1,000 or an integral multiple thereof with respect to which such notice ofwithdrawal is being submitted, (b) if certificated Notes have been issued, the serial numbers of the withdrawn Notes, or if not certificated, suchnotice must comply with Applicable Procedures, and (c) the Principal Amount at Issuance, if any, which remains subject to the FundamentalChange Purchase Notice. If a Fundamental Change Purchase Notice has been properly withdrawn pursuant to this Section 5.2(b) prior to theFundamental Change Purchase Date, the Company shall not be obligated to purchase those Notes so identified in such notice of withdrawal.

Section 5.3 Deposit of Fundamental Change Purchase Price.

Prior to 10:00 a.m., New York City time, on the applicable Fundamental Change Purchase Date, the Company shall irrevocably depositwith the Paying Agent an amount of cash (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregateFundamental Change Purchase Price of all the Notes or portions thereof which are to be purchased as of such Fundamental Change PurchaseDate.

If the Paying Agent holds, in accordance with the terms hereof, at 10:00 a.m., New York City time, on the applicable FundamentalChange Purchase Date, cash sufficient to pay the Fundamental Change Purchase Price of any Notes for which a Fundamental Change PurchaseNotice has been tendered and not withdrawn pursuant to Section 5.2(b), then, on such Fundamental Change Purchase Date, such Notes shallcease to be outstanding and interest, Contingent Interest and Additional Interest, if any, on such Notes shall cease to accrue, whether or not suchNotes are delivered to the Paying Agent, and the rights of the Holders in respect thereof shall terminate (other than the right to receive theFundamental Change Purchase Price upon delivery of such Notes).

The Company shall make a Public Notice of the aggregate Principal Amount at Issuance of Notes purchased as a result of suchFundamental Change on or as soon as practicable after the Fundamental Change Purchase Date.

Section 5.4 Certificated Securities Purchased in Part.

Any Certificated Security that is to be purchased only in part shall be surrendered at the office of the Paying Agent (with, if theCompany or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trusteeduly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and promptly after the Fundamental Change PurchaseDate the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Note, without charge, a new Note or Notes, ofany authorized denomination or denominations as may be requested by such Holder, in aggregate Principal Amount at Issuance equal to, and inexchange for, the portion of the Principal Amount at Issuance of the Note so surrendered that is not purchased.

Section 5.5 Covenant to Comply With Securities Laws Upon Purchase of Notes.

When complying with the provisions of Section 5.1 hereof (provided that such offer or purchase constitutes an “issuer tender offer” forpurposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer orpurchase), and subject to any exemptions available under applicable law, the Company shall:

(a) if applicable, comply with Rule 13e- 4 and Rule 14e-1 (or any successor provision) under the Exchange Act;

(b) file the related Schedule TO (or any successor schedule, form or report) if required under the Exchange Act; and

(c) otherwise comply with all United States federal and state securities laws so as to permit the rights and obligations under thisARTICLE V to be exercised in the time and in the manner specified therein.

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Section 5.6 Repayment to the Company.

To the extent that the aggregate amount of cash deposited by the Company pursuant to Section 5.3 exceeds the aggregateFundamental Change Purchase Price of the Notes or portions thereof which the Company is obligated to purchase as of the Fundamental ChangePurchase Date then, promptly after the Fundamental Change Purchase Date, the Paying Agent shall return any such excess to the Companytogether with interest, if any, thereon.

ARTICLE VI

COVENANTS

Section 6.1 Payment of Notes.

The Company shall pay interest on the Notes as provided in the Notes. The Company shall promptly make all payments in respect ofthe Notes on the dates and in the manner provided in the Notes or pursuant to this Indenture. Accreted Principal Amount, Redemption Price,Purchase Price and Fundamental Change Purchase Price and accrued and unpaid interest, Contingent Interest and Additional Interest, if any, shallbe considered paid on the applicable date due if by 10:00 a.m., New York City time, on such date the Paying Agent holds, in accordance with thisIndenture, cash or securities, if permitted hereunder, sufficient to pay all such amounts then due. The Company shall, to the fullest extentpermitted by law, pay interest on overdue principal and overdue installments of interest, Contingent Interest and Additional Interest, if any, at therate borne by the Notes per annum. All references in this Indenture or the Notes to interest shall, without duplication, be deemed to includeContingent Interest and Additional Interest, if any, payable pursuant to the Registration Rights Agreement.

Payment of the principal of and interest, Contingent Interest and Additional Interest, if any, on the Notes shall be in such coin orcurrency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Subject to Section 3.1, Section 4.1 and Section 5.1, the Company shall pay interest, Contingent Interest and Additional Interest, ifany, on the Notes to the Person in whose name the Notes are registered at the close of business on the Regular Record Date next preceding thecorresponding Interest Payment Date. Any such interest, Contingent Interest and Additional Interest, if any, not so punctually paid or duly providedfor shall forthwith cease to be payable to the Holder on such Regular Record Date and may be paid (a) to the Person in whose name the Notes areregistered at the close of business on a Special Record Date for the payment of such defaulted interest, Contingent Interest and AdditionalInterest, if any, to be fixed by the Trustee, notice whereof shall be given to the Holders not less than 10 calendar days prior to such SpecialRecord Date or (b) at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notesmay be listed, and upon such notice as may be required by such exchange.

The Holder must surrender the Notes to the Paying Agent to collect payment of principal. Payment of cash interest, ContingentInterest and Additional Interest, if any, on Certificated Securities in the aggregate Principal Amount at Issuance of $5,000,000 or less shall bemade by check mailed to the address of the Person entitled thereto as such address appears in the Register, and payment of cash interest,Contingent Interest and Additional Interest, if any, on Certificated Securities in aggregate Principal Amount at Issuance in excess of $5,000,000shall be made by wire transfer in immediately available funds at the election of such Holder. Notwithstanding the foregoing, so long as the Notesare registered in the name of a Depositary or its nominee, all payments with respect to the Notes shall be made by wire transfer of immediatelyavailable funds to the account of the Depositary or its nominee. At the Stated Maturity, interest, Contingent Interest and Additional Interest, if any,on Certificated Securities will be payable at the office or agency of the Company described in Section 6.5 herein.

Section 6.2 SEC and Other Reports to the Trustee.

(a) The Company shall ensure delivery to the Trustee within 15 calendar 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 copiesof 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 SECpursuant to

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Section 13 or 15(d) of the Exchange Act in accordance with TIA Section 314(a). In the event the Company is at any time no longer subject to thereporting requirements of Section 13 or 15(d) of the Exchange Act, it shall continue to provide the Trustee with reports containing substantially thesame information as would have been required to be filed with the SEC had the Company continued to have been subject to such reportingrequirements. In such event, such reports shall be provided at the times the Company would have been required to provide reports had it continuedto have been subject to such reporting requirements. The Company also shall comply with the other provisions of TIA Section 314(a). Delivery ofsuch reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constituteconstructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliancewith any of its covenants hereunder (as to which the Trustee is entitled to rely conclusively on Officers’ Certificates). The Trustee shall have noduty or responsibility to review such reports, information or documents. In the event that the Company shall provide the Trustee with any suchreport and shall not have filed such report on EDGAR, the Trustee shall promptly mail copies of such reports to each Holder (other than reportsprovided solely pursuant to TIA Section 314(a)).

(b) The Company intends to file the reports referred to in paragraph (a) above in this Section 6.2 hereof with the SEC in electronicform pursuant to Regulation S-T of the SEC using the SEC’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system. The Companyshall notify the Trustee in the manner prescribed herein of each such filing. The Trustee is hereby authorized and directed to access the EDGARsystem for purposes of retrieving the reports so filed. Compliance with the foregoing shall constitute delivery by the Company of such reports tothe Trustee in compliance with the provisions of Section 6.2(a) and TIA Section 314(a). The Trustee shall have no duty to search for or obtain anyelectronic or other filings that the Company makes with the SEC, regardless of whether such filings are periodic, supplemental or otherwise.Delivery of the reports, information and documents to the Trustee pursuant to this Section 6.2(b) shall be solely for the purposes of compliancewith this Section 6.2(b) and with TIA Section 314(a). The Trustee’s receipt of such reports, information and documents shall not constitute noticeto it of the consent thereof or of any matter determinable from the content thereof, including the Company’s compliance with any of its covenantshereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Section 6.3 Compliance Certificate.

The Company shall deliver to the Trustee within 120 calendar days after the end of each fiscal year of the Company an Officers’Certificate, stating whether or not to the knowledge of the signers thereof, the Company is in compliance with all conditions and covenants underthis Indenture.

Section 6.4 Further Instruments and Acts.

Upon request of the Trustee, or as otherwise necessary, the Company shall execute and deliver such further instruments and do suchfurther acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

Section 6.5 Maintenance of Office or Agency of the Trustee, Registrar, Paying Agent and Conversion Agent.

The Company shall maintain in the Borough of Manhattan, New York, New York, an office or agency of the Trustee, Registrar, PayingAgent and Conversion Agent where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration oftransfer, exchange, redemption, repurchase or conversion and where notices and demands to or upon the Company in respect of the Notes andthis Indenture may be served. The office of The Bank of New York located in New York City at 101 Barclay Street, 21st Floor, New York, NewYork, 10286, shall initially be such office or agency for all of the aforesaid purposes. The Company shall give prompt written notice to the Trusteeof 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). Ifat 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, suchpresentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 17.2.

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

Section 6.6 Delivery of Information Required Under Rule 144A.

Upon the request of a Holder or any beneficial owner of Notes or holder or beneficial owner of Common Stock issued upon conversionthereof, the Company and the Guarantors shall promptly furnish or cause to be furnished the information required pursuant to Rule 144A(d)(4)under the Securities Act to such Holder or any beneficial owner of Securities or holder or beneficial owner of Common Stock, or to a prospectivepurchaser of any such security designated by any such holder, as the case may be, to the extent required to permit compliance by such Holder orholder with Rule 144A under the Securities Act in connection with the resale of any such security. Whether a person is a beneficial owner shall bedetermined by the Company to the Company’s reasonable satisfaction.

Section 6.7 Waiver of Stay, Extension or Usury Laws.

The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead, or in any mannerwhatsoever 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 timehereafter in force, which would prohibit or forgive the Company from paying all or any portion of the principal amount, Redemption Price, PurchasePrice or Fundamental Change Purchase Price in respect of Notes, or any interest and Additional Interest, if any, on such amounts, ascontemplated herein, or which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfullydo so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution ofany power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

Section 6.8 Statement by Officers as to Default.

The Company shall deliver to the Trustee, as soon as practicable and in any event within five Business Days after the Companybecomes aware of the occurrence of any Default or Event of Default, an Officers’ Certificate setting forth the details of such Default or Event ofDefault and the action which the Company proposes to take with respect thereto.

ARTICLE VII

SUCCESSOR CORPORATION

Section 7.1 When Company May Merge or Transfer Assets.

The Company shall not consolidate with or merge with or into any other person or convey, transfer, sell, lease or otherwise dispose ofall or substantially all of its properties and assets to any person, unless:

(a) either (i) the Company shall be the continuing corporation or (ii) the Person (if other than the Company) formed by suchconsolidation or into which the Company is merged or the Person which acquires by conveyance, transfer, sale, lease or other disposition all orsubstantially all of the properties and assets of the Company substantially as an entirety (1) shall be organized and validly existing under the lawsof the United States or any State thereof or the District of Columbia and (2) shall expressly assume, by an indenture supplemental hereto,executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes, thisIndenture and the Registration Rights Agreement and, to the extent applicable, otherwise comply with the provisions of Section 12.4;

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(b) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and

(c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that suchconsolidation, merger, conveyance, transfer, sale, lease or other disposition and, if a supplemental indenture is required in connection with suchtransaction, such supplemental indenture, comply with this ARTICLE VII and that all conditions precedent herein provided for relating to suchtransaction have been satisfied.

For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or moreSubsidiaries, which, if such assets were owned by the Company, together with the assets of all of the other Subsidiaries of the Company, wouldconstitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of theproperties and assets of the Company unless such transfer is to the Company or another Subsidiary.

The successor Person formed by such consolidation or into which the Company is merged or the successor Person to which suchconveyance, transfer, sale, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of,the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except inthe case of a conveyance, transfer, sale, lease or other disposition and any obligations the Company may have under a supplemental indenture,the Company shall be discharged from all obligations and covenants under this Indenture and the Notes. Subject to Section 11.6, the Company,the Trustee and the successor Person shall enter into a supplemental indenture to evidence the succession and substitution of such successorPerson and such discharge and release of the Company.

ARTICLE VIII

DEFAULTS AND REMEDIES

Section 8.1 Events of Default.

So long as any Notes are outstanding, each of the following shall be an “Event of Default”:

(a) the failure by the Company to pay the principal of (or premium, if any, on) any Note when the same becomes due and payableas therein provided or as provided in this Indenture;

(b) the failure by the Company to pay any accrued and unpaid interest, Contingent Interest or Additional Interest, if any, on anyNote, in each case, when due and payable, and such default shall continue for a period of 30 days;

(c) the failure by the Company to convert any portion of any Note following the exercise by the Holder of the right to convert suchNote into Common Stock (or cash or a combination of cash and Common Stock, if the Company elects) pursuant to and in accordance withARTICLE XII;

(d) the failure by the Company to redeem any Note, or any portion thereof, called for redemption by the Company pursuant to and inaccordance with ARTICLE III and;

(e) the failure by the Company to provide notice in the event of a Fundamental Change in accordance with Section 5.1(b);

(f) the failure by the Company to purchase any Note, or any portion thereof, in accordance with ARTICLE IV or ARTICLE V, uponthe exercise by the Holder of such Holder’s right to require the Company to purchase such Notes pursuant thereto;

(g) the failure by the Company or any Guarantor to perform or observe any other term, covenant or agreement contained in theSecurities or the Indenture (other than a term, covenant or agreement a

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default in whose performance or whose breach is elsewhere in this Section 8.1 specifically dealt with) for a period of 60 days after written notice ofsuch failure has been given, by certified mail, (1) to the Company by the Trustee or (2) to the Company and the Trustee by the Holders of at least25% in aggregate principal amount of the Securities then outstanding;

(h) there shall have occurred a default under any credit agreement, mortgage, indenture or instrument under which there may beissued or by which there may be secured or evidenced any Indebtedness of the Company or any of its Subsidiaries whether such Indebtednessnow exists, or is created after the date of this Indenture, which default (i) involves the failure to pay principal of or any premium or interest on suchIndebtedness when such Indebtedness becomes due and payable at the stated maturity thereof, and such default shall continue after anyapplicable grace period or (ii) results in the acceleration of such Indebtedness prior to the stated maturity thereof (without such acceleration beingrescinded or annulled) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other suchIndebtedness so unpaid at its stated maturity or the stated maturity of which has been so accelerated, aggregates $7,500,000 or more;

(i) there shall be a failure by the Company or any of its Subsidiaries to pay final judgments not covered by insurance aggregating inexcess of $7,500,000, which judgments are not paid, discharged or stayed for a period of 60 calendar days; and

(j) the Company, any Guarantor or any Significant Subsidiary, or any group of two or more Subsidiaries that, taken as a whole,would constitute a Significant Subsidiary, pursuant to or under or within the meaning of any Bankruptcy Law:

(i) commences a voluntary case or proceeding;

(ii) consents to the entry of any order for relief against it in an involuntary case or proceeding or the commencement of any caseagainst it;

(iii) consents to the appointment of a Custodian of it or for any substantial part of its property;

(iv) makes a general assignment for the benefit of its creditors;

(v) files a petition in bankruptcy or answer or consent seeking reorganization or relief; or

(vi) consents to the filing of such petition or the appointment of or taking possession by a Custodian;

(k) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Company, any Guarantor or any Significant Subsidiary in an involuntary case or proceeding, oradjudicates the Company, any Guarantor or any Significant Subsidiary insolvent or bankrupt;

(ii) appoints a Custodian of the Company, any Guarantor or any Significant Subsidiary or for any substantial part of the property ofeither; or

(iii) orders the winding up or liquidation of the Company, any Guarantor or any Significant Subsidiary,

and the order of decree remains unstayed and in effect for 60 days; or

(l) any Guarantee shall be held in any judicial proceeding to be unenforceable or invalid.

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Section 8.2 Acceleration.

If an Event of Default (other than an Event of Default specified in Section 8.1(j) or Section 8.1(k) with respect to the Company) occursand is continuing (including an Event of Default specified in Section 8.1(j) or Section 8.1(k) with respect to one or more Guarantors or SignificantSubsidiaries), the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes at the timeoutstanding by notice to the Company and the Trustee, may declare the Accreted Principal Amount plus accrued and unpaid interest, ContingentInterest and Additional Interest, if any, on all the Notes to be immediately due and payable. Upon such a declaration, such accelerated amountshall be due and payable immediately.

If an Event of Default specified in Section 8.1(j) or Section 8.1(k) occurs with respect to the Company and is continuing, the AccretedPrincipal Amount plus accrued and unpaid interest, Contingent Interest and Additional Interest, if any, on all the Notes shall become and beimmediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

The Holders of a majority in aggregate principal amount of the Notes at the time outstanding, by notice to the Trustee (and withoutnotice to any other Holder) may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree andif all existing Events of Default have been cured or waived except nonpayment of the Accreted Principal Amount plus accrued and unpaid interest,Contingent Interest and Additional Interest, if any, that have become due solely as a result of acceleration and if all amounts due to the Trusteeunder Section 9.7 have been paid. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Section 8.3 Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may, but shall not be obligated to, pursue any available remedy to collectthe payment of the principal plus accrued and unpaid interest, Contingent Interest and Additional Interest, if any, on the Notes or to enforce theperformance of any provision of the Notes or this Indenture.

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

Section 8.4 Waiver of Past Defaults.

Subject to Section 8.7 and Section 11.2, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding,by notice to the Trustee (and without notice to any other Holder), may waive an existing Default and its consequences except:

(a) a Default described in Section 8.1(a), Section 8.1(b), Section 8.1(d) or Section 8.1(f);

(b) a Default which constitutes a failure to convert any Note in accordance with the terms of ARTICLE XII; or

(c) a Default in respect of any provision of this Indenture or the Notes, which, under Section 11.2, cannot be amended or modifiedwithout the consent of each Holder affected thereby.

When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair anyconsequent right. This Section 8.4 shall be in lieu of Section 316(a)1(B) of the TIA and such Section 316(a)1(B) is hereby expressly excluded fromthis Indenture, as permitted by the TIA.

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Section 8.5 Control by Majority.

The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may direct the time, method and place ofconducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, theTrustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines in good faith is prejudicial to therights of other Holders or would involve the Trustee in personal liability unless the Trustee is offered indemnity satisfactory to it. This Section 8.5shall 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 theTIA.

Section 8.6 Limitation on Suits.

A Holder may not pursue any remedy with respect to this Indenture or the Securities unless:

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

(b) the Holders of at least 25% in aggregate principal amount of the Notes at the time outstanding make a written request to theTrustee to pursue the remedy;

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

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

(e) the Holders of a majority in aggregate principal amount of the Notes at the time outstanding do not give the Trustee a directioninconsistent with the request during such 60-day period.

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

Section 8.7 Rights of Holders to Receive Payment or to Convert.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of the Accreted Principal Amount,Redemption Price, Purchase Price, Fundamental Change Purchase Price, interest, Contingent Interest and Additional Interest, if any, in respect ofthe Notes held by such Holder, on or after the respective due dates expressed in the Securities and in this Indenture, and to convert such Notes inaccordance with ARTICLE XII, or to bring suit for the enforcement of any such payment on or after such respective dates or the right to convert, isabsolute and unconditional and shall not be impaired or affected adversely without the consent of such Holder.

Section 8.8 Collection Suit by Trustee.

If an Event of Default described in Section 8.1(a), Section 8.1(b), Section 8.1(d) or Section 8.1(f) occurs and is continuing, the Trusteemay recover judgment in its own name and as trustee of an express trust against the Company or another obligor on the Notes for the wholeamount owing with respect to the Securities and the amounts provided for in Section 9.7.

Section 8.9 Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, compositionor other judicial proceeding relative to the Company or any other obligor upon the Notes or the property of the Company or of such other obligor ortheir creditors, the Trustee (irrespective of whether the Accreted Principal Amount, Redemption Price, Purchase Price, Fundamental ChangePurchase Price

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or interest, Contingent Interest and Additional Interest, if any, in respect of the Notes shall then be due and payable as therein expressed or bydeclaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of any suchamount) 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 Accreted Principal, Redemption Price, Purchase Price, FundamentalChange Purchase Price, or interest and Additional Interest, if any, and to file such other papers or documents as may be necessary or advisable inorder to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of theTrustee, its agents and counsel or any other amounts due the Trustee under Section 9.7) and of the Holders allowed in such judicial proceeding,and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial proceeding is herebyauthorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such paymentsdirectly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of theTrustee, its agents and counsel, and any other amounts due the Trustee under Section 9.7.

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

Section 8.10 Priorities.

If the Trustee collects any money pursuant to this ARTICLE VIII, it shall pay out the money in the following order:

FIRST: to the Trustee for amounts due under Section 9.7;

SECOND: to Holders for amounts due and unpaid on the Securities for the Accreted Principal Amount, Redemption Price, PurchasePrice, Fundamental Change Purchase Price or interest and Additional Interest, if any, as the case may be, ratably, without preference or priority ofany kind, according to such amounts due and payable on the Notes; and

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

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 8.10. At least 10 calendardays prior to such record date, the Trustee shall mail to each Holder and the Company a notice that states the record date, the payment date andthe amount to be paid.

Section 8.11 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 oromitted 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 topay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, againstany 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 8.11does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 8.7 or a suit by Holders of more than 10% in aggregate principalamount of the Notes at the time outstanding. This Section 8.11 shall be in lieu of Section 315(e) of the TIA and such Section 315(e) is herebyexpressly excluded from this Indenture, as permitted by the TIA.

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ARTICLE IX

TRUSTEE

Section 9.1 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 thisIndenture and use the same degree of care and skill in its exercise of those rights and powers as a prudent person would exercise or use under thecircumstances in the conduct of such person’s own affairs.

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

(i) the Trustee need perform only those duties that are specifically set forth in this Indenture and no others; and

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

This Section 9.1(b) shall be in lieu of Section 315(a) of the TIA and such Section 315(a) is hereby expressly excluded from thisIndenture, 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 willfulmisconduct, except that:

(i) this clause (c) does not limit the effect of clause (b) of this Section 9.1;

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

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a directionreceived by it pursuant to Section 8.5.

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

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

(f) The Trustee shall comply with the reporting requirements set forth in Section 313 of the TIA.

Section 9.2 Rights of Trustee.

Subject to its duties and responsibilities under the TIA and this Indenture,

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(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 otherpaper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper partyor parties;

(b) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established priorto taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence ofbad 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 throughagents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed withdue 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 reasonablybelieves 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 completeauthorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in reliance on such advice orOpinion 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 securityor indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby;

(g) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or CompanyOrder 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 otherpaper 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 ofthe 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 byreason 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 Trusteehas 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 TrustOffice 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 beindemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and otherperson 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 ofofficers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any personauthorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and notsuperseded.

(l) to the extent permitted by the TIA, in no event shall the Trustee be responsible or liable for special , indirect, or consequentialloss or damage of any kind whatsoever (including, but not limited to, loss of

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profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 9.3 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 theCompany or its Affiliates with the same rights it would have if it were not Trustee; provided that the Trustee must comply with Section 9.10 andSection 9.11. Any Paying Agent, Registrar, Conversion Agent or co-registrar may do the same with like rights.

Section 9.4 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 forthe Company’s use or application of the proceeds from the Securities, it shall not be responsible for any statement in any registration statementfor the Securities under the Securities Act or in any offering document for the Securities, this Indenture or the Securities (other than its certificateof authentication), or the determination as to which beneficial owners are entitled to receive any notices hereunder.

Section 9.5 Notice of Defaults.

If a Default occurs and if it is known to the Trustee, the Trustee shall give to each Holder notice of the Default within 90 calendar daysafter it occurs or, if later, within 15 calendar days after it is known to the Trustee, unless such Default shall have been cured or waived before thegiving of such notice. Notwithstanding the preceding sentence, except in the case of a Default described in Section 8.1(a), Section 8.1(b), Section8.1(d) or Section 8.1(f), the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines thatwithholding the notice is in the interest of the Holders. The preceding sentence shall be in lieu of the proviso to Section 315(b) of the TIA and suchproviso is hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 9.6 Reports by Trustee to Holders.

Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, the Trustee shall mail to each Holdera 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 complywith TIA Section 313(b).

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

Section 9.7 Compensation and Indemnity.

The Company agrees to:

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

(b) reimburse the Trustee upon its request for all expenses, disbursements and advances incurred or made by the Trustee inaccordance with any provision of this Indenture (including the compensation and the reasonable expenses, advances and disbursements of itsagents and counsel), except any such expense, disbursement or advance as may be attributable to its own negligence or willful misconduct; and

(c) fully indemnify the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any and allloss, damage, claim, liability, cost or expense (including attorney’s fees and

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expenses, and taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) incurred without the Trustee’snegligent action, negligent failure to act or willful misconduct, 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) orliability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions ofthis Section 9.7.

With regard to its indemnification rights under Section 9.7(c) where the Company has assumed the defense in any action orproceeding, the Trustee shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation anddefense thereof, and the Company shall pay the reasonable fees and expenses of such separate counsel; provided, however, that the Trusteemay only employ separate counsel at the expense of the Company if in the judgment of the Trustee (i) a conflict of interest exists by reason ofcommon representation or (ii) there are legal defenses available to the Trustee that are different from or are in addition to those available to theCompany or if all parties commonly represented do not agree as to the action (or inaction) of counsel.

To secure the Company’s payment obligations in this Section 9.7, the Trustee shall have a lien prior to the Securities on all money orproperty held or collected by the Trustee, except that held in trust to pay the principal amount, Redemption Price, Purchase Price, FundamentalChange Purchase Price or interest and Additional Interest, if any, as the case may be, on particular Securities.

The Company’s payment obligations pursuant to this Section 9.7 shall survive the discharge of this Indenture and the resignation orremoval of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 8.1(j) or Section 8.1(k), theexpenses including the reasonable charges and expenses of its counsel, are intended to constitute expenses of administration under anyBankruptcy Law.

Section 9.8 Replacement of Trustee.

The Trustee may resign by so notifying the Company; provided, however, that no such resignation shall be effective until a successorTrustee has accepted its appointment pursuant to this Section 9.8. The Holders of a majority in aggregate principal amount of the Securities at thetime outstanding may remove the Trustee by so notifying the Trustee and the Company. The Company shall remove the Trustee if:

(a) the Trustee fails to comply with Section 9.10;

(b) the Trustee is adjudged bankrupt or insolvent;

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

(d) the Trustee otherwise becomes incapable of acting.

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

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company satisfactory inform 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 anotice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, uponpayment of all the retiring Trustee’s fees and expenses then due and payable and subject to the lien provided for in Section 9.7.

If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, theCompany or the Holders of a majority in aggregate principal amount of the

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Securities at the time outstanding may petition at the expense of the Company any court of competent jurisdiction at the expense of the Companyfor the appointment of a successor Trustee.

If the Trustee fails to comply with Section 9.10, any Holder may petition any court of competent jurisdiction for the removal of theTrustee and the appointment of a successor Trustee.

Section 9.9 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 9.10 Eligibility; Disqualification.

The Trustee and any successor Trustee shall at all times satisfy the requirements of TIA Sections 310(a)(1) and 310(b). The Trustee(or its parent holding company) shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annualreport of condition. Nothing contained herein shall prevent the Trustee from filing with the SEC the application referred to in the penultimateparagraph of TIA Section 310(b). If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 9.10, it shallresign immediately in the manner and with the effect hereinafter specified in this Article.

Section 9.11 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 hasresigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

ARTICLE X

DISCHARGE OF INDENTURE

Section 10.1 Discharge of Liability on Securities.

When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced or repaid pursuant to Section2.7) for cancellation or (ii) all outstanding Securities have become due and payable (whether at the Stated Maturity or upon acceleration, or on anyRedemption Date, Purchase Date or Fundamental Change Purchase Date, or upon conversion) and the Company irrevocably deposits with thePaying Agent or Conversion Agent cash sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replacedpursuant to Section 2.7), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall,subject to Section 9.7, cease to be of further effect, subject to any extension required by Section 12.13 to effect settlement upon conversion ofthe Notes. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of thisIndenture on demand of the Company accompanied by an Officers’ Certificate and Opinion of Counsel and at the cost and expense of theCompany.

Section 10.2 Repayment to the Company.

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

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ARTICLE XI

AMENDMENTS

Section 11.1 Without Consent of Holders of Notes.

The Company and the Trustee may amend this Indenture or the Securities without the consent of any Holder to:

(a) add to the covenants of the Company or those of the Guarantors for the benefit of the Holders of Securities;

(b) surrender any right or power herein conferred upon the Company or the Guarantors;

(c) provide for conversion rights of Holders of Notes if any reclassification or change of the Common Stock or any consolidation,merger or sale of all or substantially all of the Company’s assets occurs;

(d) provide for the assumption of the Company’s obligations to the Holders of Notes in the case of a merger, consolidation,conveyance, transfer, sale, lease or other disposition pursuant to ARTICLE VII;

(e) increase the Conversion Rate; provided, however, that such increase in the Conversion Rate shall not adversely affect theinterests of the Holders of Notes (after taking into account tax and other consequences of such increase);

(f) require the Company to settle its Conversion Obligation in cash with respect to the principal amount of Notes surrendered forconversion;

(g) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(h) make any changes or modifications necessary in connection with the registration of the Securities under the Securities Act ascontemplated in the Registration Rights Agreement; provided, however, that such action pursuant to this clause (i) does not, in the good faithopinion of the Board of Directors (as evidenced by a Board Resolution), adversely affect the interests of the Holders of Securities in any materialrespect;

(i) cure any ambiguity, correct or supplement any provision herein which may be inconsistent with any other provision herein orwhich is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Indenture which the Companymay deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture; provided, however, that such actionpursuant to this clause (j) does not, in the good faith opinion of the Board of Directors (as evidenced by a Board Resolution), adversely affect theinterests of the Holders of Securities in any material respect;

(j) to evidence the succession of another Person to the Company or any other obligor upon the Notes, and the assumption by anysuch successor of the covenants of the Company or any Guarantor or such obligor herein and in the Notes, in each case in compliance with theprovisions of this Indenture;

(k) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;

(l) add Guarantees with respect to the Notes; or

(m) add or modify any other provisions herein with respect to matters or questions arising hereunder which the Company and theTrustee may deem necessary or desirable and which shall not adversely affect the interests of the Holders of Notes.

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Section 11.2 With Consent of Holders of Notes.

Except as provided below in this Section 11.2, this Indenture or the Securities may be amended, modified or supplemented, andnoncompliance in any particular instance with any provision of this Indenture or the Securities may be waived, in each case with the writtenconsent or affirmative vote of the Holders of at least a majority of the principal amount of the Notes at the time outstanding.

Without the written consent or the affirmative vote of each Holder of Notes affected thereby (in addition to the written consent or theaffirmative vote of the holders of at least a majority of the principal amount of the Securities at the time outstanding), an amendment or waiverunder this Section 11.2 may not:

(a) change the maturity of the principal amount of, or the payment date of any installment of interest, Contingent Interest orAdditional Interest, if any, on, any Security;

(b) reduce the principal amount of, or interest, Contingent Interest or Additional Interest, if any, on, or the Redemption Price,Purchase Price or Fundamental Change Purchase Price of, any Note;

(c) change the currency of payment of principal amount of, or interest, Contingent Interest or Additional Interest, if any, on, or theRedemption Price, Purchase Price or Fundamental Change Purchase Price of, any Note from U.S. Dollars;

(d) impair or adversely affect the rate of accrual of interest, Contingent Interest or Additional Interest, if any, on any Note, or therate of Principal Accretion on any Note, or the manner of calculation thereof;

(e) impair the right of any Holder to institute suit for the enforcement of any payment or with respect to, or conversion of, any Note;

(f) modify the Company’s obligation to maintain a Registrar, Paying Agent, Conversion Agent and an office or agency wherenotices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, NewYork City;

(g) impair or adversely affect the conversion rights of the Holders of the Notes as provided in ARTICLE XII;

(h) impair or adversely affect the purchase rights of the Holders of the Notes as provided in ARTICLE IV or ARTICLE V;

(i) modify the optional redemption provisions of ARTICLE III in a manner adverse to the Holders of Notes;

(j) reduce the percentage of the principal amount of the outstanding Notes the written consent or affirmative vote of whose Holdersis required for any such amendment, modification or supplement;

(k) reduce the percentage of the principal amount of the outstanding Notes the written consent or affirmative vote of whose Holdersis required to rescind an acceleration and its consequences or for any waiver of any past Default provided for in this Indenture; or

(l) waive any matter set forth in Section 8.4(a), Section 8.4(b), or Section 8.4(c).

It shall not be necessary for the consent of the Holders under this Section 11.2 to approve the particular form of any proposedamendment, but it shall be sufficient if such consent approves the substance thereof.

After an amendment under this Section 11.2 becomes effective, the Company shall mail to each Holder a notice briefly describing theamendment.

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Section 11.3 Compliance with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall comply with the TIA.

Section 11.4 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 Note hereunder is acontinuing consent by the Holder and every subsequent Holder of that Security or portion of the Note that evidences the same obligation as theconsenting Holder’s Note, even if notation of the consent, waiver or action is not made on the Note. However, any such Holder or subsequentHolder may revoke the consent, waiver or action as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocationbefore the date the amendment, waiver or action becomes effective. After an amendment, waiver or action becomes effective, it shall bind everyHolder.

Section 11.5 Notation on or Exchange of Securities.

Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this ARTICLE XI may, and shall ifrequired by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If theCompany shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any suchsupplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange foroutstanding Securities.

Section 11.6 Trustee to Sign Supplemental Indentures.

The Trustee shall sign any supplemental indenture authorized pursuant to this ARTICLE XI if the amendment contained therein doesnot adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign such supplementalindenture. In signing such supplemental indenture the Trustee shall receive, and (subject to the provisions of Section 9.1) shall be fully protectedin relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture.

Section 11.7 Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, andsuch supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafterauthenticated and delivered hereunder shall be bound thereby.

ARTICLE XII

CONVERSION

Section 12.1 Conversion Right.

(a) Subject to and upon compliance with the provisions of this ARTICLE XII, a Holder of a Note shall have the right, at suchHolder’s option, to convert all or any portion (if the portion to be converted is $1,000 of the Principal Amount at Issuance or an integral multiplethereof) of such Note into, subject to Section 12.13 and the provisions of this Section 12.1, a number of shares of Common Stock equal to theproduct of (x) the Conversion Rate in effect on the date of conversion times (y) the quotient of the Principal Amount at Issuance of the Note orportion thereof surrendered for conversion divided by 1,000:

(i) during any Conversion Period if, on each of at least 20 Trading Days in the period of 30 consecutive Trading Days ending on thefirst Trading Day of the Conversion Period, the Closing Sale Price of the Common Stock exceeds 120% of the Conversion Price in effect onthe 30th Trading Day of such

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period of 30 consecutive Trading Days; provided that if the condition set forth in this clause (i) above is satisfied in respect of anyConversion Period commencing on or after March 15, 2011, the Notes shall be convertible at any time thereafter;

(ii) at any time prior to 5:00 p.m., New York City time, on the second Business Day preceding the Redemption Date , if such Notehas been called for redemption pursuant to ARTICLE III; or

(iii) as provided in clause (b) of this Section 12.1.

The Company shall determine on the first day of each Conversion Period whether the Notes shall be convertible as a result of theoccurrence of an event specified in clause (a)(i) above and, if the Notes shall be so convertible, the Company shall promptly deliver to the Trusteenotice thereof and make Public Notice to the Holders thereof on the first day of such Conversion Period. Notwithstanding the immediatelypreceding sentence, the Company shall not be required to make Public Notice in respect of subsequent Conversion Periods if it shall previouslyhave made Public Notice to the effect that the condition in clause (a)(i) above has been satisfied in respect of any Conversion Period commencingon or after March 15, 2011. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives suchnotice.

Notes called for redemption may be converted at any time on and after the date that the Company gives notice to the Holders of suchright until 5:00 p.m., New York city time, on the second Business Day preceding the corresponding Redemption Date.

With respect to any conversion of a Note during a Registration Default Period following satisfaction of any of the conditions toconversion described in the Indenture (and during the prescribed time periods in respect thereof), a Holder shall be entitled, subject to Section12.13, to 103% of the number of shares of Common Stock that the Holder would have otherwise been entitled to upon conversion in respect of theportion of the Conversion Obligation that the Company settles in Common Stock.

(b) (i) In the event that:

(A) the Company distributes to all holders of the Common Stock rights or warrants entitling them (for a period expiring within60 days of the Record Date for such distribution) to subscribe for or purchase Common Stock at a price per share of Common Stockless than the Closing Sale Price of the Common Stock on the Business Day immediately preceding the announcement of suchdistribution;

(B) the Company distributes to all holders of its Common Stock cash or other assets, debt securities or rights or warrants topurchase its securities, including the declaration of any cash dividends, payable quarterly or otherwise, where the Fair Market Value(as determined by the Board of Directors) of such distribution per share of Common Stock exceeds 10% of the Closing Sale Price ofthe Common Stock on the Business Day immediately preceding the date of declaration of such distribution; or

(C) a Fundamental Change occurs,

then, in each case, the Notes may be surrendered for conversion at any time on and after the date that the Company gives notice(including by making a Public Notice) to the Holders of such right, which shall be, in the case of (A) or (B), not less than 20 Business Days prior tothe Ex-Dividend Time for such distribution, or, in the case of (C), within 20 Business Days after the occurrence of the Fundamental Change, until5:00 p.m., New York City time, on the earlier of the Business Day immediately preceding the Ex-Dividend Time and the date the Companyannounces that such distribution shall not take place in the case of (A) or (B), or within 20 Business Days of the Company’s delivery of the noticeof the Fundamental Change in the case of (C); provided, however, that in the case of (A) or (B), a Holder of Notes may not surrender Notes forconversion if the Holder shall otherwise participate in such distribution without conversion.

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(ii) In addition, in the event that the Company consolidates or merges with or into another Person, or is a party to a binding shareexchange pursuant to which the Common Stock would be converted into cash, securities or other property as set forth in Section 12.4, thenthe Notes may be surrendered for conversion at any time from and after the date which is 15 calendar days prior to the date the Companyannounces by Public Notice as the anticipated effective time of such transaction until 15 calendar days after the actual date of suchtransaction.

(c) Notwithstanding the foregoing, a Note in respect of which a Holder has delivered a Purchase Notice or a Fundamental ChangePurchase Notice, as the case may be, exercising such Holder’s right to require the Company to repurchase such Note may be converted only ifsuch Purchase Notice or Fundamental Change Purchase Notice is withdrawn in accordance with Section 4.2(b) or Section 5.2(b) prior to 5:00 p.m.,New York City time, on the Business Day immediately preceding such Purchase Date or Fundamental Change Purchase Date.

Section 12.2 Conversion Procedures; Conversion Rate; Fractional Shares.

(a) Subject to Section 12.13, each Note shall be convertible at the office of the Conversion Agent into fully paid and nonassessableshares of Common Stock (calculated to the nearest 1/10,000th of a share).

The Conversion Agent shall notify the Company when it receives a Conversion Notice. Pursuant to Section 12.13, the Company shalldetermine the number of shares of Common Stock and/or the amount of cash, if any, that the Holder that submitted the Conversion Notice isentitled to receive upon surrender of the Notes covered by that Conversion Notice. If the Company elects to settle in Common Stock only, acertificate for the number of full shares of Common Stock into which the Notes are converted (and cash in lieu of fractional shares) shall bedelivered by the Company to such Holder, assuming all of the other requirements have been satisfied by such Holder, as soon as practicable afterthe Company issues its notification of its chosen method of settlement in accordance with Section 12.13. If the Company elects to settle in cashor a combination of cash and Common Stock, the cash and, if applicable, a certificate for the number of full shares of Common Stock into whichthe Notes are converted (and cash in lieu of fractional shares) shall be paid and delivered to such Holder, assuming all of the other requirementshave been satisfied by such Holder, in accordance with Section 12.13. Notwithstanding the foregoing, the Company shall not be required to delivercertificates for Common Stock while the stock transfer books for such stock or the security register are duly closed for any purpose, butcertificates for Common Stock shall be issued and delivered as soon as practicable after the opening of such books or security register.

Except as described in Section 12.9, the Company will not make any payment in cash or Common Stock or other adjustment foraccrued and unpaid interest, Contingent Interest or Additional Interest on any Notes when they are converted. The Company’s delivery to theHolder of the full number of shares of Common Stock into which the Note is convertible (or, at the Company’s option, cash, or a combination ofcash and Common Stock, in lieu thereof as provided in Section 12.13), together with any cash payment for such Holder’s fractional shares, shallbe deemed to satisfy the Company’s obligation to pay the Accreted Principal Amount of the Note and to satisfy its obligation to pay accrued andunpaid interest, Contingent Interest and Additional Interest, if any through the conversion date. As a result, accrued interest, Contingent Interestand Additional Interest are deemed paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, accrued interest,Contingent Interest and Additional Interest, if any, will be payable upon any conversion of Notes made concurrently with or after acceleration of theNotes following an Event of Default.

If a Holder has exercised its right to require the Company to repurchase its Notes pursuant to ARTICLE IV or ARTICLE V, suchHolder’s conversion rights on the Notes so subject to repurchase shall expire at 5:00 p.m., New York City time, on the Business Day immediatelypreceding the Purchase Date or Fundamental Change Purchase Date, as the case may be. Notwithstanding the foregoing, a Note in respect ofwhich a Holder has delivered a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be, exercising such Holder’s right torequire the Company to repurchase such Note may be converted only if such Purchase Notice or Fundamental Change Purchase Notice iswithdrawn in accordance with Section 4.2(b) or Section 5.2(b) prior to 5:00 p.m., New York City time, on the Business Day immediately preceding such Purchase Date or Fundamental Change Purchase Date.

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(b) Before any Holder shall be entitled to convert any Notes into Common Stock, such Holder shall, in the case of GlobalSecurities, comply with the Applicable Procedures of the Depositary in effect at that time, and in the case of Certificated Securities, surrendersuch Securities, duly endorsed to the Company or in blank, at the office of the Conversion Agent, and shall give written notice to the Company atsaid office or place in the form of the Conversion Notice attached to the Note (the “Conversion Notice”) that such Holder elects to convert thesame and shall state in writing therein the Principal Amount at Issuance of Notes to be converted (in whole or in part so long as the PrincipalAmount at Issuance to be converted is in multiples of $1,000) and the name or names (with addresses) in which such Holder wishes the certificateor certificates for Common Stock to be issued.

Before any such conversion, a Holder also shall pay all funds required, if any, relating to interest, Contingent Interest or AdditionalInterest, if any, on the Notes, as provided in Section 12.9, and all taxes or duties, if any, as provided in Section 12.8.

If more than one Note shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stockthat shall be deliverable upon conversion shall be computed on the basis of the aggregate Principal Amount at Issuance of the Notes (or specifiedportions thereof to the extent permitted thereby) so surrendered.

If shares of Common Stock to be issued upon conversion of a Restricted Security are to be issued in the name of a Person other thanthe Holder of such Restricted Security, such Holder shall deliver to the Conversion Agent a certification in substantially the form set forth in aTransfer Certificate dated the date of surrender of such Restricted Security and signed by such Holder, as to compliance with the restrictions ontransfer applicable to such Restricted Security. The Company shall not be required to issue Common Stock upon conversion of any suchRestricted Security to a Person other than the Holder if such Restricted Security is not so accompanied by a properly completed certification, andthe Registrar shall not be required to register Common Stock upon conversion of any such Restricted Security in the name of a Person other thanthe Holder if such Restricted Security is not so accompanied by a properly completed certification.

(c) A Note shall be deemed to have been converted immediately prior to 5:00 p.m., New York City time, on the date on which all ofthe conversion requirements set forth in Section 12.2(b) have been satisfied, and the person or persons entitled to receive the Common Stockissuable upon such conversion shall be treated for all purposes as the record Holder or Holders of such Common Stock as of 5:00 p.m., New YorkCity time, on such date

(d) In case any Certificated Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shallauthenticate and deliver to or upon the written order of the Holder of the Security so surrendered, without charge to such Holder (subject to theprovisions of Section 12.8), a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion ofthe surrendered Certificated Securities.

Section 12.3 Adjustment of Conversion Rate.

The Conversion Rate shall be adjusted from time to time as follows:

(a) In case the Company shall, at any time or from time to time after the initial Issue Date while any of the Notes are outstanding,pay a dividend or make a distribution in Common Stock to all or substantially all holders of its outstanding Common Stock, then the ConversionRate in effect immediately prior to the close of business on the Record Date fixed for the determination of stockholders entitled to receive suchdividend or other distribution shall be increased so that the Holder of any Note thereafter surrendered for conversion shall be entitled to receive thatnumber of shares of Common Stock which it would have received had such Note been converted immediately prior to the happening of such eventas well as such additional shares it would have received as a result of such event. Such increase shall become effective immediately prior to theopening of business on the day following the Record Date fixed for such determination. If any dividend or distribution of the type described in thisSection 12.3(a) is declared but not so paid or made, the Conversion Rate

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shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

(b) In case the Company shall, at any time or from time to time after the initial Issue Date while any of the Notes are outstanding,subdivide its outstanding shares of Common Stock into a greater number of Common Stock or combine its outstanding shares of Common Stockinto a smaller number of Common Stock, then the Conversion Rate in effect immediately prior to the close of business on the day upon whichsuch subdivision or combination becomes effective shall be adjusted so that the Holder of any Note thereafter surrendered for conversion shall beentitled to receive that number of shares of Common Stock which it would have received had such Note been converted immediately prior to thehappening of such event as well as such additional shares as it would have received as a result of such event. Such adjustment shall becomeeffective immediately prior to the opening of business on the day following the day upon which such subdivision or combination becomes effective.

(c) In case the Company shall, at any time or from time to time after the initial Issue Date while any of the Notes are outstanding,issue rights or warrants for a period expiring within 60 days (other than any rights or warrants referred to in Section 12.3(d)) to all or substantially allholders of its outstanding Common Stock entitling them to subscribe for or purchase Common Stock (or securities convertible into orexchangeable or exercisable for Common Stock), at a price per share of Common Stock (or having a conversion, exchange or exercise price pershare of Common Stock) less than the Closing Sale Price of the Common Stock on the Business Day immediately preceding the date ofannouncement of such issuance (treating the conversion, exchange or exercise price per share of Common Stock of the securities convertible,exchangeable or exercisable into Common Stock as equal to (x) the sum of (i) the price for a unit of the security convertible into or exchangeableor exercisable for Common Stock and (ii) any additional consideration initially payable upon the conversion of or exchange or exercise for suchsecurity into Common Stock divided by (y) the number of shares of Common Stock initially underlying such convertible, exchangeable orexercisable security), then the Conversion Rate shall be increased by multiplying the Conversion Rate in effect at the opening of business on thedate after such date of announcement by a fraction:

(i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date ofannouncement, plus the total number of additional shares of Common Stock so offered for subscription or purchase (or into which theconvertible, exchangeable or exercisable securities so offered are convertible, exchangeable or exercisable); and

(ii) the denominator of which shall be the number of shares of Common Stock outstanding on the close of business on the date ofannouncement, plus the number of shares of Common Stock (or convertible, exchangeable or exercisable securities) which the aggregateoffering price of the total number of shares of Common Stock (or convertible, exchangeable or exercisable securities) so offered forsubscription or purchase (or the aggregate conversion, exchange or exercise price of the convertible, exchangeable or exercisable securitiesso offered) would purchase at such Closing Sale Price of the Common Stock.

Such increase shall become effective immediately prior to the opening of business on the day following the Record Date for suchdetermination. To the extent that shares of Common Stock (or securities convertible, exchangeable or exercisable into shares of Common Stock)are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants, the Conversion Rate shall bereadjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants beenmade on the basis of the delivery of only the number of shares of Common Stock (or securities convertible, exchangeable or exercisable intoshares of Common Stock) actually delivered. In the event that such rights or warrants are not so issued, the Conversion Rate shall again beadjusted to be the Conversion Rate which would then be in effect if the Record Date fixed for the determination of stockholders entitled to receivesuch rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares ofCommon Stock at less than such Closing Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shallbe taken into account any consideration received for such rights or warrants, the value of such consideration if other than cash, to be determinedby the Board of Directors.

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(d)(A) In case the Company shall, at any time or from time to time after the initial Issue Date while any of the Notes are outstanding,by dividend or otherwise, distribute to all or substantially all holders of its outstanding shares of Common Stock (including any such distributionmade in connection with a consolidation or merger in which the Company is the continuing corporation and the shares of Common Stock are notchanged or exchanged), shares of its capital stock, evidences of its Indebtedness or other assets, including securities, but excluding (i) dividendsor distributions of Common Stock referred to in Section 12.3(a), (ii) any rights or warrants referred to in Section 12.3(c), (iii) dividends anddistributions paid exclusively in cash referred to in this Section 12.3(d) and (iv) dividends and distributions of stock, securities or other property orassets (including cash) in connection with the reclassification, change, merger, consolidation, statutory share exchange, combination, sale orconveyance to which Section 12.4 applies (such capital stock, evidence of its indebtedness, other assets or securities being distributedhereinafter in this Section 12.3(d) called the “distributed assets”), then, in each such case, subject to paragraphs (D) and (E) of this Section12.3(d), the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the close of business on theRecord Date with respect to such distribution by a fraction:

(ii) the numerator of which shall be the Current Market Price; and

(iii) the denominator of which shall be such Current Market Price of the Common Stock, less the Fair Market Value on such date ofthe portion of the distributed assets so distributed applicable to one share of Common Stock (determined on the basis of the number ofshares of Common Stock outstanding on the Record Date) on such date.

Such increase shall become effective immediately prior to the opening of business on the day following the Record Date for suchdistribution. In the event that such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be theConversion Rate which would then be in effect if such dividend or distribution had not been declared.

(B) If the Board of Directors determines the Fair Market Value of any distribution for purposes of this Section 12.3(d) by reference tothe actual or when issued trading market for any distributed assets comprising all or part of such distribution, it must in doing so consider theprices in such market over the same period (the “Reference Period”) used in computing the Current Market Price pursuant to 0 below to the extentpossible, unless the Board of Directors determines in good faith that determining the Fair Market Value during the Reference Period would not be inthe best interest of the Holders.

(C) In the event any such distribution consists of shares of capital stock of, or similar equity interests in, one or more of theCompany’s Subsidiaries (a “Spin-Off”), the Fair Market Value of the securities to be distributed shall equal the average of the Closing Sale Pricesof such securities on the principal securities market on which such securities are traded for the five consecutive Trading Days commencing on andincluding the sixth Trading Day of those securities after the effectiveness of the Spin-Off, and the Current Market Price shall be measured for thesame period. 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 CurrentMarket Price shall mean the Closing Sale Price for the Common Stock on the same Trading Day.

(D) Rights or warrants distributed by the Company to all holders of the outstanding shares of Common Stock entitling them tosubscribe for or purchase Equity Interests of the Company (either initially or under certain circumstances), which rights or warrants, until theoccurrence of a specified event or events (“Trigger Event”), (x) are deemed to be transferred with such shares of Common Stock, (y) are notexercisable and (z) are also issued in respect of future issuances of shares of Common Stock shall be deemed not to have been distributed forpurposes of this Section 12.3(d) (and no adjustment to the Conversion Rate under this Section 12.3(d) shall be required) until the occurrence of theearliest Trigger Event. If such right or warrant is subject to subsequent events, upon the occurrence of which such right or warrant shall becomeexercisable to purchase different distributed assets, evidences of indebtedness or other assets, or entitle the holder to purchase a different numberor amount of the foregoing or to purchase any of the foregoing at a different purchase price, then the occurrence of each such event shall bedeemed to be the date of issuance and Record Date with respect to a new right or warrant (and a termination or expiration of the existing right orwarrant without exercise by the holder thereof). In addition, in the event of any

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distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) withrespect thereto, that resulted in an adjustment to the Conversion Rate under this Section 12.3(d):

(i) In the case of any such rights or warrants which shall all have been redeemed or repurchased without exercise by any holdersthereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or TriggerEvent, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holderof shares Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to allholders of Common Stock as of the date of such redemption or repurchase; and

(ii) in the case of such rights or warrants which shall have expired or been terminated without exercise, the Conversion Rate shallbe readjusted as if such rights and warrants had never been issued.

(E) For purposes of this Section 12.3(d) and Section 12.3(a), Section 12.3(b) and Section 12.3(c), any dividend or distribution towhich this Section 12.3(d) is applicable that also includes (x) shares of Common Stock, (y) a subdivision or combination of shares of CommonStock to which Section 12.3(b) applies or (z) rights or warrants to subscribe for or purchase shares of Common Stock to which Section 12.3(c) applies (or any combinationthereof), shall be deemed instead to be:

(i) a dividend or distribution of the evidences of indebtedness, assets, shares of capital stock, rights or warrants, other than suchshares of Common Stock, such subdivision or combination or such rights or warrants to which Section 12.3(a), Section 12.3(b) and Section12.3(c) apply, respectively (and any Conversion Rate adjustment required by this Section 12.3(d) with respect to such dividend or distributionshall then be made), immediately followed by

(ii) a dividend or distribution of such shares of Common Stock, such subdivision or combination or such rights or warrants (and anyfurther Conversion Rate increase required by Section 12.3(a), Section 12.3(b) and Section 12.3(c) with respect to such dividend ordistribution shall then be made), except:

(1) the Record Date of such dividend or distribution shall be substituted as (i) “the date fixed for the determination ofstockholders entitled to receive such dividend or other distribution,” “Record Date fixed for such determinations” and “RecordDate” within the meaning of Section 12.3(a), (ii) “the day upon which such subdivision or combination becomes effective” withinthe meaning of Section 12.3(b), and (iii) as “the Record Date fixed for the determination of the stockholders entitled to receivesuch rights or warrants” and such “Record Date” within the meaning of Section 12.3(c); and

(2) any reduction or increase in the number of shares of Common Stock resulting from such subdivision or combinationshall be disregarded in connection with such dividend or distribution.

(e) In case the Company shall, at any time or from time to time after the initial Issue Date while any of the Notes are outstanding,by dividend or otherwise, distribute to all or substantially all holders of its outstanding shares of Common Stock, cash (including any quarterly cashdividends, but excluding any cash that is distributed upon a reclassification, change, merger, consolidation, statutory share exchange,combination, sale or conveyance to which Section 12.4 applies or as part of a distribution referred to in this Section 12.3(d)), then, and in eachcase, immediately after the close of business on such date, the Conversion Rate shall be increased by multiplying the Conversion Rate in effectimmediately prior to the close of business of such Record Date by a fraction:

(A) the numerator of which shall be equal to the Current Market Price on such date; and

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(B) the denominator of which shall be equal to the Current Market Price on the Record Date, less an amount equal to thequotient of (x) the aggregate amount of such cash distribution and (y) the number of shares of Common Stock outstanding on theRecord Date.

Such increase shall become effective immediately prior to the opening of business on the day following the Record Date for suchdistribution. In the event that such distribution is not so made, the Conversion Rate shall again be adjusted to be the Conversion Rate which wouldthen be in effect if such distribution had not been declared.

Notwithstanding the foregoing, adjustments to the Conversion Rate resulting from quarterly cash dividends may not cause theConversion Rate (as adjusted for any other adjustment) to exceed 28.5714 (the quotient obtained by dividing $1,000 by the last reported sale priceper share of the Common Stock on January 21, 2004).

(f) In case a tender offer or exchange offer (other than as part of a stock option exchange offer) made by the Company or any of itsSubsidiaries for all or any portion of the Common Stock shall expire, then and in each such case, immediately prior to the opening of business onthe day after the date of the last time (the “Expiration Time”) tenders or exchanges could have been made pursuant to such tender offer orexchange offer, the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate ineffect immediately prior to the close of business on the date of the Expiration Time by a fraction:

(A) the numerator of which shall be the sum of (x) the product of (i) the number of shares of Common Stock outstanding(excluding any tendered or exchanged shares) at the Expiration Time and (ii) the Current Market Price of the Common Stock at theExpiration Time, and (y) the Fair Market Value of the aggregate consideration payable to stockholders based on acceptance (up to anymaximum specified in the terms of the tender offer or exchange offer) of all shares validly tendered and not withdrawn as of theExpiration Time; and

(B) the denominator of which shall be the product of the number of shares of Common Stock outstanding (including anytendered or exchanged shares) at the Expiration Time and the Current Market Price of the Common Stock at the Expiration Time.

Such increase (if any) shall become effective immediately prior to the opening of business on the day following the Expiration Time. Inthe event that the Company is obligated to purchase shares pursuant to any such tender offer or exchange offer, but the Company is permanentlyprevented by applicable law from effecting any such purchases or all or a portion of such purchases are rescinded, the Conversion Rate shallagain be adjusted to be the Conversion Rate which would then be in effect if such (or such portion of the) tender offer or exchange offer had notbeen made. If the application of this 0 to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shallbe made for such tender offer or exchange offer under this 0.

To the extent that the Company has a Rights Plan in effect upon the conversion of the Notes into Common Stock only or acombination of cash and Common Stock, with respect to the conversion consideration payable in Common Stock, a Holder will receive in additionto the Common Stock, the rights under the Rights Plan, whether or not the rights have separated from the Common Stock. To the extent that theCompany has a Rights Plan in effect upon conversion of the Notes into cash, with respect to the conversion consideration payable in cash, aHolder will not receive any rights under the Rights Plan or other consideration in respect thereof.

(g) For purposes of this ARTICLE XII, the following terms shall have the meanings indicated:

“Current Market Price” on any date means the average of the daily Closing Sale Prices per share of Common Stock for the tenconsecutive Trading Days immediately prior to such date; provided, however, that if:

(i) the “ex” date (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation) thatrequires an adjustment to the Conversion Rate pursuant to Section 12.3(a),

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Section 12.3(b), Section 12.3(c), Section 12.3(d), 0 or 0 occurs during such ten consecutive Trading Days, the Closing Sale Price for eachTrading Day prior to the “ex” date for such other event shall be adjusted by multiplying such Closing Sale Price by the same fraction bywhich the Conversion Rate is so required to be adjusted as a result of such other event;

(ii) the “ex” date for any event (other than the issuance or distribution requiring such computation) that requires an adjustment to theConversion Rate pursuant to Section 12.3(a), Section 12.3(b), Section 12.3(c), Section 12.3(d), 0 or 0 occurs on or after the “ex” date for theissuance or distribution requiring such computation and prior to the day in question, the Closing Sale Price for each Trading Day on and afterthe “ex” date for such other event shall be adjusted by multiplying such Closing Sale Price by the reciprocal of the fraction by which theConversion Rate is so required to be adjusted as a result of such other event; and

(iii) the “ex” date for the issuance or distribution requiring such computation is prior to the day in question, after taking into accountany adjustment required pursuant to clause (1) or (2) of this proviso, the Closing Sale Price for each Trading Day on or after such “ex” dateshall be adjusted by adding thereto the amount of any cash and the Fair Market Value (as determined by the Board of Directors in a mannerconsistent with any determination of such value for purposes of Section 12.3(d), 0 or 0) of the evidences of Indebtedness, shares of capitalstock or assets being distributed applicable to one share of Common Stock as of the close of business on the day before such “ex” date.

For purposes of any computation under 0, if the “ex” date for any event (other than the tender offer requiring such computation) that requires anadjustment to the Conversion Rate pursuant to Section 12.3(a), Section 12.3(b), Section 12.3(c), Section 12.3(d), 0 or 0 occurs on or after theExpiration Time for the tender or exchange offer requiring such computation and prior to the day in question, the Closing Sale Price for eachTrading Day on and after the “ex” date for such other event shall be adjusted by multiplying such Closing Sale Price by the reciprocal of thefraction by which the Conversion Rate is so required to be adjusted as a result of such other event. For purposes of this paragraph, the term “ex”date, when used:

(i) with respect to any issuance or distribution, means the first date on which the Common Stock trade regular way on the relevantexchange or in the relevant market from which the Closing Sale Price was obtained without the right to receive such issuance or distribution;

(ii) with respect to any subdivision or combination of Common Stock, means the first date on which the Common Stock traderegular way on such exchange or in such market after the time at which such subdivision or combination becomes effective; and

(iii) with respect to any tender offer or exchange offer, means the first date on which the Common Stock trade regular way on suchexchange or in such market after the Expiration Time of such offer.

Notwithstanding the foregoing, whenever successive adjustments to the Conversion Rate are called for pursuant to this Section 12.3, suchadjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 12.3 and toavoid unjust or inequitable results as determined in good faith by the Board of Directors.

“Fair Market Value” means the amount which a willing buyer would pay a willing seller in an arm’s length transaction (as determined bythe Board of Directors, whose determination shall be made in good faith and, absent manifest error, shall be final and binding on Holders of theSecurities).

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stockhave the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for orconverted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash,securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

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(h) The Company shall be entitled to make such additional increases in the Conversion Rate, in addition to those required bySection 12.3(a), Section 12.3(b), Section 12.3(c), Section 12.3(d), 0 or 0 if the Board of Directors determines that it is advisable, subject tocompliance with Nasdaq Marketplace Rule 4350(i), in order that any dividend or distribution of Common Stock, any subdivision, reclassification orcombination of Common Stock or any issuance of rights or warrants referred to above shall not be taxable to the holders of Common Stock forUnited States federal income tax purposes.

(i) To the extent permitted by applicable law, the Company may, from time to time, increase the Conversion Rate by any amountfor any period of time if such period is at least 20 calendar days, the increase is irrevocable during the period and the Board of Directors, in goodfaith and absent manifest error, determines that such increase would be in the best interest of the Company, subject to compliance with NasdaqMarketplace Rule 4350(i). Whenever the Conversion Rate is increased pursuant to the preceding sentence or clause (h) above, the Company shallmail to the Trustee and each Holder at the address of such Holder as it appears in the register of the Securities maintained by the Registrar, atleast 15 calendar days prior to the date the increased Conversion Rate takes effect, a notice of the increase stating the increased Conversion Rateand the period during which it shall be in effect.

(j) In any case in which this Section 12.3 shall require that any adjustment be made effective as of or retroactively immediatelyfollowing a Record Date, the Company may elect to defer (but only for five Trading Days following the filing of the notice referred to in Section12.5) issuing to the Holder of any Securities converted after such Record Date the Common Stock issuable upon such conversion over and abovethe Common Stock issuable upon such conversion on the basis of the Conversion Rate prior to adjustment; provided, however, that the Companyshall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder’s right to receive such additional Common Stock uponthe occurrence of the event requiring such adjustment.

(k) All calculations under this Section 12.3 shall be made to the nearest cent or one-hundredth of a share, with one-half cent and0.005 of a share, respectively, being rounded upward. Notwithstanding any other provision of this Section 12.3, the Company shall not be requiredto make any adjustment of the Conversion Rate unless such adjustment would require an increase or decrease of at least 1% in the ConversionRate as last adjusted. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequentadjustment which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least 1% in theConversion Rate as last adjusted. Any adjustments under this Section 12.3 shall be made successively whenever an event requiring such anadjustment occurs.

(l) In the event that at any time, as a result of an adjustment made pursuant to this Section 12.3, the Holder of any Securitiesthereafter surrendered for conversion shall become entitled to receive any shares of Applicable Stock of the Company other than Common Stockinto which the Securities originally were convertible, the Conversion Rate of such other shares so receivable upon conversion of any such Noteshall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect toCommon Stock contained in subparagraphs (a) through (k) of this Section 12.3, and the provision of Section 12.1, Section 12.2 and Section 12.4through Section 12.9 with respect to the Common Stock shall apply on like or similar terms to any such other shares (including, without limitation,the determination of whether the conditions to conversion provided in Section 12.1 have been satisfied). In the event that the Conversion Rate isrequired to be adjusted pursuant to this Section 12.3 during any period referred to in Section 12.1(a)(i) or any Cash Settlement Averaging Period,the Closing Sale Price for each Trading Day during such period shall, to the extent necessary, be adjusted to reflect the effects of suchadjustment to this Section 12.3

(m) No adjustment shall be made pursuant to this Section 12.3 if the effect thereof would be to reduce the Conversion Price belowthe par value (if any) of the Common Stock. In addition, it is understood and agreed that no adjustment shall be made to the Conversion Rate dueto Principal Accretion on the Notes.

Section 12.4 Consolidation or Merger of the Company.

If any of the following events occurs, namely:

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(a) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par valueto no par value, or from no par value to par value, or as a result of a subdivision or combination);

(b) any merger, consolidation, statutory share exchange or combination of the Company with another Person as a result of whichholders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchangefor such Common Stock; or

(c) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result ofwhich holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or inexchange for such Common Stock;

the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shallcomply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is thenrequired to so comply) providing that such Securities shall be convertible into the kind and amount of shares of stock and other securities orproperty or assets (including cash) which such Holder would have been entitled to receive upon such reclassification, change, merger,consolidation, statutory share exchange, combination, sale or conveyance had such Notes been converted into Common Stock immediately priorto such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance assuming such holder ofCommon Stock did not exercise its rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon suchmerger, consolidation, statutory share exchange, sale or conveyance (provided, that if the kind or amount of securities, cash or other propertyreceivable upon such merger, consolidation, statutory share exchange, sale or conveyance is not the same for each share of Common Stock inrespect of which such rights of election shall not have been exercised (“Non-Electing Share”), then for the purposes of this Section 12.4, the kindand amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance foreach Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). Suchsupplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for inthis ARTICLE XII and, to the extent applicable, reflect the other types of adjustments provided for in Section 12.3(l). If, in the case of any suchreclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities andassets receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a Person other than thesuccessor or purchasing Person, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange,combination, sale or conveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additionalprovisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of theforegoing including the provisions providing for the repurchase rights set forth in ARTICLE IV and ARTICLE V.

The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of suchHolder as it appears on the register of the Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver suchnotice shall not affect the legality or validity of such supplemental indenture.

The above provisions of this Section 12.4 shall similarly apply to successive reclassifications, mergers, consolidations, statutoryshare exchanges, combinations, sales and conveyances.

If this Section 12.4 applies to any event or occurrence, Section 12.3 shall not apply.

Section 12.5 Notice of Adjustment.

Whenever an adjustment in the Conversion Rate with respect to the Securities is required:

(a) the Company shall forthwith place on file with the Trustee and any Conversion Agent for such securities a certificate of theChief Financial Officer of the Company, stating the adjusted Conversion Rate

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determined as provided herein and setting forth in reasonable detail such facts as shall be necessary to show the reason for and the manner ofcomputing such adjustment; and

(b) a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall forthwith begiven by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company, to each Holder in themanner provided in Section 17.2. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receivessuch notice.

Section 12.6 Notice in Certain Events.

In case of:

(a) a consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company isrequired, or of the sale or conveyance to another Person or entity or group of Persons or entities acting in concert as a partnership, limitedpartnership, syndicate or other group (within the meaning of Rule 13d-3 under the Exchange Act) of all or substantially all of the property andassets of the Company; or

(b) the voluntary or involuntary dissolution, liquidation or winding up of the Company; or

(c) any action triggering an adjustment of the Conversion Rate referred to in clauses (x) or (y) below;

then, in each case, the Company shall cause to be filed with the Trustee and the Conversion Agent, and shall cause to be given, tothe Holders of the Securities in the manner provided in Section 17.2, at least 15 days prior to the applicable date hereinafter specified, a noticestating:

(x) the date on which a record is to be taken for the purpose of any distribution or grant of rights or warrants triggering anadjustment to the Conversion Rate pursuant to this ARTICLE XII, or, if a record is not to be taken, the date as of which the holders of recordof Common Stock entitled to such distribution, rights or warrants are to be determined; or

(y) the date on which any reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation or winding up triggeringan adjustment to the Conversion Rate pursuant to this ARTICLE XII is expected to become effective, and the date as of which it is expectedthat holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other propertydeliverable upon such reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation or winding up.

Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in Section 12.6(a),Section 12.6(b) or Section 12.6(c).

Section 12.7 Company To Reserve Stock: Registration; Listing.

(a) The Company shall, prior to issuance of any Securities hereunder, and from time to time as may be necessary, reserve andkeep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of theSecurities, such number of its duly authorized Common Stock as shall from time to time be sufficient to effect the conversion of all Securitiesthen outstanding into such Common Stock at any time (assuming that, at the time of the computation of such number of Common Stock, all suchSecurities would be held by a single Holder). The Company covenants that all Common Stock which may be issued upon conversion of Securitiesshall upon issue be fully paid and nonassessable and free from all liens and charges and, except as provided in Section 12.8, taxes with respectto the issue thereof.

(b) Except with respect to shares issued upon conversion of a Transfer Restricted Security prior to the second anniversary of theinitial Issue Date, if any shares of Applicable Stock which would be issuable

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upon conversion of Securities hereunder (including, without limitation, in connection with any transaction referred to in Section 12.4) requireregistration with or approval of any governmental authority before such shares may be issued upon such conversion, the Company shall use itsreasonable best efforts to cause such shares to be duly registered or approved, as the case may be, or to cause such shares not to be TransferRestricted Securities. In addition, in connection with any transaction referred to in Section 12.4, the Company and any parent company of theCompany required to issue Applicable Stock upon conversion of a Note shall take such actions as are required to entitle the Company or suchparent company, as the case may be, to rely on Section 3(a)(9) of the Securities Act in connection with conversion of the Securities withoutextending any holding periods under Rule 144 or otherwise permit such Applicable Stock issued upon conversion of the Securities to be resoldwithout requiring registration thereof under the Securities Act.

(c) The Company further covenants that so long as the Common Stock shall be quoted on the Nasdaq National Market system, theCompany shall use its reasonable best efforts, if permitted by the rules of the Nasdaq National Market system, to keep so quoted all CommonStock issuable upon conversion of the Securities, and the Company shall use its reasonable best efforts to list or obtain approval for the quotationof the Common Stock to be delivered upon conversion of the Securities prior to such delivery upon any other national securities exchange orquotation system upon which the outstanding Common Stock is listed or quoted at the time of such delivery.

Section 12.8 Taxes on Conversion.

The issue of stock certificates on conversion of Securities shall be made without charge to the converting Holder for any documentary,stamp or similar issue or transfer taxes in respect of the issue thereof, and the Company shall pay any and all documentary, stamp or similarissue or transfer taxes that may be payable in respect of the issue or delivery of Common Stock on conversion of Securities pursuant hereto. TheCompany shall not, however, be required to pay any such tax which may be payable in respect of any transfer involved in the issue or delivery ofCommon Stock or the portion, if any, of the Securities which are not so converted in a name other than that in which the Securities so convertedwere registered, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company theamount of such tax or has established to the satisfaction of the Company that such tax has been paid.

Section 12.9 Conversion After Regular Record Date.

Except as provided in the succeeding paragraph, upon conversion, the Holder of Securities shall not be entitled to receive any accruedand unpaid interest or Additional Interest, if any.

If any Securities are surrendered for conversion subsequent to the close of business on any Regular Record Date but prior to theopening of business on the corresponding Interest Payment Date, the Holder of such Securities at the close of business on such Regular RecordDate shall receive the interest, Contingent Interest and Additional Interest, if any, payable on such Securities on such Interest Payment Datenotwithstanding the conversion thereof. Securities surrendered for conversion during the period from the close of business on any Regular RecordDate to the opening of business on the corresponding Interest Payment Date shall (except in the case of Securities which have been called forredemption on a Redemption Date within such period or Securities surrendered for conversion after acceleration of the Securities) be accompaniedby payment by Holders, for the account of the Company, in New York Clearing House funds or other funds acceptable to the Company of anamount equal to the interest, Contingent Interest and Additional Interest, if any, payable on such interest payment date on the Securities beingsurrendered for conversion.

Except as described in Section 12.2(a) and this Section 12.9, the Company will not make any payment in cash or Common Stock orother adjustment for accrued and unpaid interest, Contingent Interest or Additional interest on any Securities when they are converted.

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Section 12.10 Company Determination Final.

Excepts as otherwise provided herein or the Note, the Company or its agents shall be responsible for making all calculations requiredunder the terms of this ARTICLE XII. Any determination that the Company or the Board of Directors must make pursuant to this ARTICLE XIIshall be set forth in a Board Resolution, shall be made in good faith and, absent manifest error, shall be final and binding on holders of theSecurities. The Company or its agents shall be required to deliver to the Trustee a schedule of its calculations and the Trustee shall be entitled toconclusively rely upon the accuracy of such calculations without independent verification.

Section 12.11 Responsibility of Trustee for Conversion Provisions.

The Trustee has no duty to determine when an adjustment under this ARTICLE XII should be made, how it should be made or what itshould be. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities. TheTrustee shall not be responsible for any failure of the Company to comply with this ARTICLE XII. Each Conversion Agent other than the Companyshall have the same protection under this Section 12.11 as the Trustee.

The rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture including, without limitation, itsrights to be indemnified, are extended to, and shall be enforceable by, other than the Company, the Trustee in each of its capacities hereunder,and each Paying Agent or Conversion Agent, other than the Company, acting hereunder.

Section 12.12 Unconditional Right of Holders to Convert.

Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional,to convert its Note in accordance with this ARTICLE XII and to bring an action against the Company for the enforcement of any such right toconvert, and such rights shall not be impaired or affected without the consent of such Holder.

Section 12.13 Option to Satisfy Conversion Obligation with Cash, Common Stock or Combination Thereof.

(a) If the Company receives any Holder’s Conversion Notice on or prior to the day that is 31 Trading Days prior to the StatedMaturity (the “Final Notice Date”), then the Company shall notify the Holder through the Trustee, at any time on or before the date that is threeTrading Days following receipt of the Conversion Notice required pursuant to Section 12.2 (such period, the “Settlement Notice Period”) of themethod the Company chooses to settle its obligation upon conversion of the Securities as provided in Section 12.1(a) (the “ConversionObligation”). If the Company fails to give notice during the Settlement Notice Period as provided in this Section 12.13(a), then the Company shallbe obligated to settle the entire Conversion Obligation by delivering shares of Common Stock (plus cash paid in lieu of issuing any fractionalshares). If the Company elects to settle its Conversion Obligation in a combination of cash and Common Stock, the Company shall specify thepercentage of the Conversion Obligation relating to the Securities surrendered for conversion that it will pay in cash. The remainder of itsConversion Obligation will be settled in shares of Common Stock (except that cash will be paid in lieu of issuing any fractional shares). TheCompany shall treat all Holders converting on the same Trading Day in the same manner and the Company shall not have any obligation to settleConversion Obligations arising on different Trading Days in the same manner.

If the Company timely elects to pay cash for any portion of the Conversion Obligation, the Holder may retract the Conversion Notice atany time during the two Trading Day period beginning on the Trading Day after the Settlement Notice Period (the “Conversion RetractionPeriod”); provided, that no such retraction can be made (and a Conversion Notice shall be irrevocable) if the Company does not elect to delivercash, or a combination of cash and shares, in lieu of shares (other than cash in lieu of fractional shares). Settlement in Common Stock only will bemade in accordance with Section 12.2(a). If the Conversion Notice has not been retracted, then settlement in cash or in a combination of cash andCommon Stock will, subject to Section 12.13(c), be made on the third Trading Day following the final Trading Day of the 20 Trading Day periodbeginning on the third Trading Day following the

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end of the Conversion Retraction Period (the “Cash Settlement Averaging Period”), assuming all of the other requirements have been satisfiedby such Holder.

Settlement amounts will be computed as follows (subject to the provisions of the fourth paragraph of Section 12.1(a) in connection withconversions during a Registration Default Period):

(i) if the entire Conversion Obligation is to be settled in Common Stock, the Company shall deliver to such Holder a number ofshares of Common Stock equal to the product of (1) the aggregate Principal Amount at Issuance of Securities to be converted divided by1,000, multiplied by (2) the Conversion Rate (plus any cash paid for fractional shares);

(ii) if the entire Conversion Obligation is to be settled in cash, the Company shall deliver to such Holder cash in an amount equal tothe product of:

(1) the product of (x) the aggregate original principal amount of Securities to be converted divided by 1,000, multipliedby (y) the Conversion Rate, multiplied by

(2) the arithmetic average of the Closing Sale Prices of Common Stock during the Cash Settlement Averaging Period;and

(iii) if a portion of the Conversion Obligation is to be settled in cash (the “Cash Amount”) (excluding any cash paid for fractionalshares) and a portion of the Conversion Obligation is to be settled in Common Stock, the Company shall deliver to such Holder:

(1) a Cash Amount equal to the product of (x) the percentage of the Conversion Obligation to be satisfied in cash,multiplied by (y) the amount of cash that would be paid pursuant to clause (ii) above;

and

(2) a number of shares of Common Stock equal to the remainder of (x) the number of shares that would be issuedpursuant to clause (i) above minus (y) the number of shares of Common Stock equal to the quotient of (A) the Cash Amountdivided by (B) the arithmetic average of the Closing Sale Prices of the Common Stock during the Cash Settlement AveragingPeriod.

(b) The Company shall settle all of its Conversion Obligations arising after the Final Notice Date in the same manner. On or prior tothe Final Notice Date, the Company shall notify the Holders through the Trustee of the method it chooses to settle any Conversion Obligationsarising after the Final Notice Date. If the Company elects to settle any Conversion Obligations arising after the Final Notice Date in a combinationof cash and Common Stock, the Company shall specify the percentage of the Conversion Obligation that it will pay in cash. The remainder of anyConversion Obligation arising after the Final Notice Date shall be settled in shares of Common Stock (except that cash will be paid in lieu ofissuing any fractional shares). All Conversion Notices received after the Final Notice Date shall be irrevocable.

Settlement of Conversion Obligations arising after the Final Notice Date in Common Stock only shall be made in accordance withSection 12.2(a). Settlement of Conversion Obligations arising after the Final Notice Date in cash or in a combination of cash and Common Stockshall be made on the third Trading Day following the final Trading Day of the Cash Settlement Averaging Period described in the followingsentence. The settlement amount of Common Stock, cash or combination of cash and Common Stock in satisfaction of Conversion Obligationsarising after the Final Notice Date shall be computed in the same manner as set forth in Section 12.13(a), except that the “Cash SettlementAveraging Period” shall be the 20 Trading Day period beginning on the date that is the 23rd Trading Day prior to the Stated Maturity.

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(c) If any Trading Day during a Cash Settlement Averaging Period is not an Undisrupted Trading Day, then determination of theprice for that day will be delayed until the next Undisrupted Trading Day on which a pricing is not otherwise observed and such day will not countas one of the 20 Trading Days that constitute the Cash Settlement Averaging Period. If this results in a price being observed later than the eighthTrading Day after the last of the original 20 Trading Days in the Cash Settlement Averaging Period, then the Company will determine all prices forall delayed and undetermined prices on that eighth Trading Day based on its good faith estimate of the value of the Common Stock on that date. Inthe event that any Trading Day during the Cash Settlement Averaging Period beginning on the date that is the 23rd Trading Day prior to the StatedMaturity is not an Undisrupted Trading Day, settlement will occur after the Stated Maturity.

ARTICLE XIII

CONTINGENT INTEREST

Section 13.1 Contingent Interest. The Company shall make Contingent Interest payments to the Holders of Notes, as set forth inSection 13.2 below, during any six month period from February 1 to July 31 and from August 1 to January 31, commencing with the six-monthperiod beginning on February 1, 2009 (each a “Contingent Interest Period”), if the average Note Price for the applicable Five-Trading-DayMeasurement Period to, but excluding, the day immediately preceding the first day of the relevant Contingent Interest Period equals 120% or moreof the Accreted Principal Amount of such Note. During any Contingent Interest Period when Contingent Interest is payable pursuant to this Section13.1, each Contingent Interest payment due and payable on each $1,000 Principal Amount at Issuance of a Note shall equal interest accruing atthe rate of 0.25% per annum on the average Note Price for the five Trading Days in the relevant Five-Trading-Day Measurement Period. ContingentInterest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

Section 13.2 Payment of Contingent Interest; Contingent Interest Rights Preserved. Contingent Interest shall be paid on February 1 inrespect of any Contingent Interest Period ended on January 31 and on August 1 in respect of any Contingent Interest Period ended on July 31 (ineach case, a “Contingent Interest Payment Date”). Each payment of Contingent Interest on any Note shall be payable as provided in Section 6.1and the method specified for semi-annual cash interest payments in the form of Security attached hereto as Exhibit A.

The Company may unilaterally increase the amount of Contingent Interest it may pay or pay interest or other amounts it is not obligated topay, but it will have no obligation to do so.

Upon determination that Holders will be entitled to receive Contingent Interest during a Contingent Interest Period, the Company shallpromptly make a Public Notice containing such information and notify the Trustee.

The Company and each Holder by its acceptance of a Note will be deemed to have agreed for United States federal income tax purposes, totreat the notes as contingent payment debt instruments (“Contingent Payment Debt Instruments”) subject to the regulation governing ContingentPayment Debt Instruments set forth in Section 14.1.

Section 13.3 Bid Solicitation Agent. The Bid Solicitation Agent will initially be the Trustee. The Bid Solicitation Agent shall solicit bidsduring each Five-Trading-Day Measurement Period prior to any Contingent Interest Period from securities dealers which the Company indicatesthat it believes are willing to bid for the Securities. The Company may change the Bid Solicitation Agent at its discretion, but the Bid SolicitationAgent may not be the Company or an Affiliate of the Company.

ARTICLE XIV

TAX TREATMENT

Section 14.1 Tax Treatment. The Company agrees, and by acceptance of beneficial ownership interest in the Securities each beneficialholder of the Securities will be deemed to have agreed, for United States federal income tax purposes (1) to treat the Securities as indebtednessthat is subject to Treas. Reg. Sec. 1.1275-4 (the “Contingent Payment Regulations”) and, for purposes of the Contingent Payment Regulations,to treat the fair market value of any stock beneficially received by a beneficial holder upon any conversion of the Securities as a

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contingent payment and (2) to be bound by the Company’s determination of the “comparable yield” and “projected payment schedule,” within themeaning of the Contingent Payment Regulations, with respect to the Securities. A Holder may obtain the issue price, amount of original issuediscount, issue date, yield to maturity, comparable yield and projected payment schedule for the Securities by submitting a written request forsuch information to the Company at the following address: Comtech Telecommunications Corp., 105 Baylis Road, Melville, New York 11747,Attention: Chief Financial Officer.

ARTICLE XV

SUBSIDIARY GUARANTEES

Section 15.1 Agreement to Guarantee. Subject to the provisions of this ARTICLE XV and of ARTICLE XVI, the Guarantors, jointly andseverally, hereby agree as follows:

(a) Each Guarantor unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, to each Holder of aNote authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, regardless of the validity and enforceability ofthe Indenture, the Securities or the Obligations of the Company under this Indenture or the Securities:

(1) the full and punctual payment of the Accreted Principal Amount of and interest (including Contingent Interest andAdditional Interest) on the Note when due, whether at maturity, by acceleration, redemption, purchase in accordance with ARTICLE IVor ARTICLE V or otherwise, and interest on the overdue principal of and interest (including Contingent Interest and Additional Interest,if any) on the Note, to the extent lawful, and all other Obligations of the Company to the Holders or the Trustee thereunder or under thisIndenture when due, all in accordance with the terms thereof; and

(2) in case of any extension of time for payment or renewal on or of any Note or any of such other Obligations, that the samewill be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, byacceleration or otherwise.

(b) Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that theGuarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform FraudulentConveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuatethe foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor will, aftergiving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and aftergiving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of theobligations of such other Guarantor under this ARTICLE XV, result in the obligations of such Guarantor under its Guarantee not constituting afraudulent transfer or conveyance under applicable law. As provided in, and subject to the limitations of, clause (h) (3) below, each Guarantor thatmakes a payment for distribution under its Guarantee is entitled to a contribution from each other Guarantor.

(c) The Guarantors confirm that the Guarantee set forth herein are given for value in consideration of the direct and indirect benefiteach such Guarantor will receive as a result of the issuance of the Securities.

(d) Each Guarantor agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee ofcollection).

(e) The Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be unconditional, regardless of thevalidity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by anyHolder of the Notes with respect to any provisions of the Notes or the Indenture, any recission, waiver, amendment or modification of any of theterms of

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this Indenture or any Note or any extension or renewal of any thereof, the failure to exercise any right or remedy against any other Guarantor, therecovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute alegal or equitable discharge or defense of a guarantor.

(f) The Guarantors hereby waive, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing ofclaims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest,notice and all demands whatsoever and covenants that the Guarantees made pursuant to this Indenture will not be discharged except by completeperformance of the obligations contained in the Securities and the Indenture or as provided in Section 15.3.

(g) If any Holder or the Trustee is required by any court or otherwise to return to the Company or the Guarantors, or any Custodian,Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee orsuch Holder, the Guarantees made pursuant to this Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect.

(h) The Guarantors agree that they shall not be entitled to any right of subrogation in relation to the Holders in respect of anyobligations guaranteed hereby until payment in full of all obligations guaranteed hereby. The Guarantors further agree that, as between theGuarantors, on the one hand, and the Holders and the Trustee, on the other hand:

(1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in ARTICLE VIII of the Indenture forthe purposes of the Guarantees made pursuant to this Indenture, notwithstanding any stay, injunction or other prohibition preventingsuch acceleration in respect of the obligations guaranteed hereby; and

(2) in the event of any declaration of acceleration of such obligations as provided in ARTICLE VIII of the Indenture, suchObligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of theGuarantees made pursuant to this Indenture.

(3) The Guarantors shall have the right to seek contribution from any other non-paying Guarantor so long as the exercise ofsuch right does not impair the rights of the Holders or the Trustee under the Guarantees made pursuant to this Indenture.

(i) The Guarantee of each Guarantor is subordinated in right of payment, to the extent and in the manner provided in ARTICLE XVI,to the prior payment in full in cash or other consideration satisfactory to holders of Guarantor Senior Debt of all Guarantor Senior Debt of suchGuarantor.

Section 15.2 Execution and Delivery of Guarantees. To evidence the Guarantees set forth in this Indenture, the Guarantors hereby agreethat a notation of such Guarantees shall be endorsed by an officer of each of the Guarantors on each Note authenticated and delivered by theTrustee after the date hereof; provided that the failure to make such notation shall not effect the validity of the Guarantee of any Guarantor.

(a) Notwithstanding the foregoing, the Guarantors hereby agree that the Guarantees set forth herein shall be and shall remain in fullforce and effect notwithstanding any failure to endorse on each Note a notation of such Guarantees.

(b) If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note onwhich the Guarantees are endorsed, the Guarantees shall be valid nevertheless.

(c) The delivery of any Security by the Trustee, after the authentication thereof under the Indenture, shall constitute due delivery ofthe Guarantees set forth in this Indenture on behalf of the Guarantors.

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Section 15.3 Releases. A Guarantor shall be released from its obligations under its Guarantee and its obligations under this Indenture andthe Registration Rights Agreement in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor or a sale orother disposition of all of the Equity Interests of such Guarantor then held directly or indirectly by the Company, in each case including by way ofmerger, consolidation or otherwise, to a Person which is not a Subsidiary of the Company.

The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor pursuant to thisSection 15.3 from its obligations under its Guarantee and this Indenture upon receipt of a request by the Company or such Guarantor accompaniedby an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Section 15.3; provided, however, that the legalcounsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers’ Certificates of the Issuer.

Nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer (inwhich case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of aGuarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Section 15.4 No Recourse Against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of theGuarantors, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, any Guarantees, this Indentureor for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waivesand releases all such liability. The waiver and release are part of the consideration for issuance of the Note. Such waiver may not be effective towaive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Section 15.5 Future Subsidiary Guarantees; Successors.

(a) The Notes shall be initially guaranteed by all of the Company’s consolidated Subsidiaries that are Subsidiaries on the date ofthis Indenture.

(b) On or prior to each Roll-up Date, the Company shall cause each consolidated Subsidiary (including, without limitation, any newlyacquired or created consolidated Subsidiary) that is not then a Guarantor to become a Guarantor and to execute and deliver to (A) the Trustee asupplemental indenture substantially in the form of the Supplemental Indenture attached as Exhibit D hereto and (B) the Holders anacknowledgement that such Subsidiary shall become a party to the Registration Rights Agreement; provided that no Foreign Subsidiary shall berequired to become a Guarantor or to become a party to the Registration Rights Agreement.

(c) The Company shall cause each Subsidiary that is not then a Guarantor with whom any Guarantor consolidates or merges or towhom any Guarantor conveys, transfers, sells, leases or otherwise disposes of all or substantially all of its properties and assets, to promptlybecome a Guarantor and to execute and deliver (A) to the Trustee a supplemental indenture substantially in the form of the SupplementalIndenture attached as Exhibit D hereto and (B) to the Trustee on behalf of the Holders an acknowledgement that such Subsidiary shall become aparty to the Registration Rights Agreement; provided that no Foreign Subsidiary shall be required to become a Guarantor or to become a party tothe Registration Rights Agreement.

(d) Except as set forth in Section 15.3, all agreements of each Guarantor in this Indenture and the Guarantees shall bind itssuccessors.

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ARTICLE XVI

SUBORDINATION OF GUARANTEES

Section 16.1 Agreement to Subordinate.

Each Guarantor agrees, and each holder of Securities by accepting a Security agrees, that payment under each Guarantee issubordinated in right of payment, to the extent and in the manner provided in this ARTICLE XVI, to the prior payment in full in cash or otherconsideration satisfactory to holders of Guarantor Senior Debt of such Guarantor of all Guarantor Senior Debt (whether outstanding on the datehereof or hereafter created, incurred, assumed or guaranteed) of such Guarantor, and that the subordination is for the benefit of the holders ofGuarantor Senior Debt of such Guarantor.

Section 16.2 Liquidation, Dissolution, Bankruptcy.

Upon any distribution to creditors of a Guarantor in a liquidation or dissolution of such Guarantor or in a bankruptcy, reorganization,insolvency, receivership or similar proceeding relating to such Guarantor or its property, in an assignment for the benefit of creditors or anymarshaling of such Guarantor’s assets and liabilities:

(i) holders of Guarantor Senior Debt of such Guarantor shall be entitled to receive payment in full of all obligations due in respect ofsuch Guarantor Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicableGuarantor Senior Debt) in cash or other consideration satisfactory to the holders of such Guarantor Senior Debt before Holders of Securitiesshall be entitled to receive any payment with respect to the Guarantee of such Guarantor; and

(ii) until all Guarantor Senior Debt of such Guarantor is paid in full in cash or other consideration satisfactory to the holders of suchGuarantor Senior Debt, any payment under its Guarantee from such Guarantor in respect of its Guarantee to which holders of Securitieswould be entitled but for this ARTICLE XVI shall be made to holders of the Guarantor Senior Debt of such Guarantor, as their interests mayappear.

Section 16.3 Default on Guarantor Senior Debt and/or Designated Guarantor Senior Debt.

(a) In the event of any default in payment of the principal of or premium, if any, or interest on, or any other payment obligationunder any Guarantor Senior Debt of a Guarantor beyond any applicable grace period with respect thereto (a “Payment Default”), then, until all suchpayments due in respect of such Guarantor Senior Debt have been paid in full in cash or other consideration satisfactory to holders of suchGuarantor Senior Debt or such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by suchGuarantor under its Guarantee.

(b) In addition, if a Guarantor shall receive written notice from one or more holders of Designated Guarantor Senior Debt of suchGuarantor or one or more representatives of such holder or holders that there has occurred and is continuing under such Designated GuarantorSenior Debt, or any agreement pursuant to which such Designated Guarantor Senior Debt is issued, any default (other than a Payment Default),which default shall not have been cured or waived, giving the holders of such Designated Guarantor Senior Debt the right to declare suchDesignated Guarantor Senior Debt immediately due and payable (a “Payment Blockage Notice”), then, anything contained in this Indenture to thecontrary notwithstanding, no payment on account of the Guarantee of such Guarantor shall be made by such Guarantor during the period (the“Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending on the earlier of 179 calendar daysthereafter or the date on which such non-Payment Default is cured or waived.

Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section16.1 and the first sentence of this Section 16.3), unless the holder(s) of such Designated Guarantor Senior Debt or the representative(s) of suchholder(s) shall have accelerated the maturity of such Designated Guarantor Senior Debt, the Guarantor may resume payments on its Guaranteeafter the end of such

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Payment Blockage Period. No new Payment Blockage Period may be commenced unless 360 calendar days have elapsed since theeffectiveness of the prior Payment Blockage Notice. No default under Designated Guarantor Senior Debt that is not a Payment Default that existedor was continuing on the date of delivery of any Payment Blockage Notice delivered to a Guarantor shall be, or be made, the basis of asubsequent Payment Blockage Notice to such Guarantor.

Section 16.4 Acceleration of Securities.

If payment is to be made under the Guarantee of a Guarantor because payment of the Notes is accelerated because of an Event ofDefault, each Guarantor shall promptly notify holders of its Guarantor Senior Debt or trustee(s) of such Guarantor Senior Debt.

Section 16.5 When Distribution Must Be Paid Over.

In the event that the Trustee, any Holder of Securities or any other person receives any payment by a Guarantor or distribution ofassets of a Guarantor of any kind with respect to the Guarantee of such Guarantor in contravention of any terms contained in this ARTICLE XVI,whether in cash, property or securities, including, without limitation, by way of set-off or otherwise, then such payment or distribution shall be heldby the recipient in trust for the benefit of holders of Guarantor Senior Debt of such Guarantor, and shall be immediately paid over and delivered tothe holders of such Guarantor Senior Debt or their representative(s), to the extent necessary to make payment in full in cash or other considerationsatisfactory to such holders of all such Guarantor Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution orprovision therefor, to or for the holders of such Guarantor Senior Debt; provided, that the foregoing shall apply to the Trustee only if a ResponsibleOfficer of the Trustee has actual knowledge (as determined in accordance with Section 16.11) that such payment or distribution is prohibited bythis ARTICLE XVI.

With respect to the holders of Guarantor Senior Debt of each Guarantor, the Trustee undertakes to perform only such obligations onthe part of the Trustee as are specifically set forth in this ARTICLE XVI, and no implied covenants or obligations with respect to such holders ofGuarantor Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to suchholders of Guarantor Senior Debt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders ofSecurities or a Guarantor or any other person money or assets to which any such holders of Guarantor Senior Debt shall be entitled by virtue ofthis ARTICLE XVI, except if such payment or distribution is made as a result of the willful misconduct or negligence of the Trustee.

Section 16.6 Notice by Guarantors.

Each Guarantor shall promptly notify the Trustee of any facts known to such Guarantor that would cause a payment of any obligationsof such Guarantor with respect to the Securities to violate this ARTICLE XVI, but failure to give such notice shall not affect the subordination ofthe Guarantees of such Guarantor to the Guarantor Senior Debt of such Guarantor as provided in this ARTICLE XVI.

Section 16.7 Subrogation.

After all Guarantor Senior Debt of a Guarantor is paid in full and until the Guarantee of such Guarantor has been fully discharged,Holders of Securities shall be subrogated (equally and ratably with all other indebtedness pari passu with the Guarantees) to the rights of holders ofGuarantor Senior Debt of such Guarantor to receive distributions applicable to Guarantor Senior Debt of such Guarantor to the extent thatdistributions otherwise payable to the Holders of Securities have been applied to the payment of such Guarantor Senior Debt of such Guarantor. Adistribution made under this ARTICLE XVI to holders of such Guarantor Senior Debt that otherwise would have been made to Holders of Securitiesis not, as between such Guarantor and Holders of Securities, a payment by the Guarantor on such Guarantor’s Guarantee.

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Section 16.8 Relative Rights.

This Article XVI defines the relative rights of Holders of Securities under the Guarantees of a Guarantor and holders of GuarantorSenior Debt of such Guarantor. In no event shall payments by the Company, or claims of any Holder against the Company in respect of theSecurities or under this Indenture be subject to the provisions of this ARTICLE XVI. Nothing contained in this Indenture shall otherwise:

(1) impair, as between the Guarantors and Holders of Securities, the obligation of the Guarantors, which are absolute andunconditional, under the Guarantees;

(2) affect the relative rights of Holders of Securities and creditors (other than with respect to Guarantor Senior Debt of theGuarantors) of the Guarantors, other than their rights in relation to holders of such Guarantor Senior Debt of such Guarantors; or

(3) prevent the Trustee or any Holder of Securities from exercising its available remedies under any Guarantee upon a Default orEvent of Default, subject to the notice requirements of Section 8.2 and to the rights of holders and owners of Guarantor Senior Debt of theGuarantors to receive distributions and payments otherwise payable to Holders of Securities as provided in this ARTICLE XVI.

Section 16.9 Subordination May Not Be Impaired by Guarantors.

No right of any holder of Guarantor Senior Debt of the Guarantors to enforce the subordination of the indebtedness evidenced by theGuarantees shall be impaired by any act or failure to act by any Guarantor or any Holder of Securities or by the failure of any Guarantor or anysuch Holder to comply with this Indenture.

Section 16.10 Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of Guarantor Senior Debt of a Guarantor, the distribution may bemade and the notice given to their representative(s).

Upon any payment or distribution of assets of a Guarantor referred to in this Article XVI, the Trustee and the Holders of Securitiesshall be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or ofthe liquidating trustee or agent or other person making any distribution to the Trustee or to the Holders of Securities for the purpose of ascertainingthe persons entitled to participate in such distribution, the holders of the Guarantor Senior Debt and other indebtedness of any Guarantor, theamount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVI.

Section 16.11 Rights of Trustee and Paying Agent.

Each Guarantor shall give prompt written notice to the Trustee of any fact known to the Guarantor that would prohibit the making bysuch Guarantor of any payment to or by the Trustee in respect of its Guarantee. Notwithstanding the provisions of this Article XVI or any otherprovision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of anypayment or distribution by a Guarantor (other than pursuant to Section 16.4) unless a Responsible Officer shall have received at least twobusiness days prior to the date of such payment or distribution written notice of facts that would cause such payment or distribution with respect toa Guarantee to violate this Article XVI. Only a Guarantor or the holder or representative of any class of Guarantor Senior Debt of a Guarantor maygive such notice.

Nothing contained in this Article XVI shall impair the claims of, or payments to, the Trustee under or pursuant to Section 9.7.

The Trustee in its individual or any other capacity may hold Guarantor Senior Debt of one or more Guarantors with the same rights itwould have if it were not Trustee. Any agent of the Company or any Guarantor may do the same with like rights.

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Section 16.12 Authorization to Effect Subordination.

Each Holder of a Security by such Holder’s acceptance thereof authorizes and directs the Trustee on the holder’s behalf to take suchaction as may be necessary or appropriate to effectuate the subordination as provided in this Article XVI, and appoints the Trustee to act as theholder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required inany proceeding referred to in Section 8.9 at least 30 days before the expiration of the time to file such claim, the holders of any Guarantor SeniorDebt of a Guarantor or their representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Securities.

Section 16.13 Article Applicable to Paying Agents.

In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder,the term “Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and includingsuch Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or inplace of the Trustee.

Section 16.14 Guarantor Senior Debt Entitled to Rely.

The holders of Guarantor Senior Debt of each Guarantor shall have the right to rely upon this Article XVI, and no amendment ormodification of the provisions contained herein shall diminish or adversely affect the rights of such holders of Guarantor Senior Debt outstanding atthe time of such amendment or modification unless such holders shall have agreed in writing thereto.

Section 16.15 Permitted Payments.

Notwithstanding anything to the contrary contained in this Article XVI, the Holders of Securities may receive and retain from anyGuarantor at any time on or prior to the Stated Maturity securities of such Guarantor that are subordinated to at least the same extent as theGuarantee of such Guarantor to (a) Guarantor Senior Debt of such Guarantor and (b) any securities of such Guarantor issued in exchange forGuarantor Senior Debt of such Guarantor.

Section 16.16 No Waiver of Subordination Provisions.

No right of any present or future holder of any Guarantor Senior Debt of any Guarantor to enforce subordination as herein provided shallat any time in any way be prejudiced or impaired by any act or failure to act on the part of such Guarantor, or by any non-compliance by suchGuarantor with the terms, provisions and covenants of this ARTICLE XVI, regardless of any knowledge thereof any such holder may have or beotherwise charged with.

Without in any way limiting the generality of the foregoing paragraph, the holders of Guarantor Senior Debt of any Guarantor may, atany time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility tothe Holders of the Securities and without impairing or releasing the subordination provided in this Article XVI or the obligations hereunder of theHolders of the Securities to the holders of Guarantor Senior Debt of such Guarantor, do any one or more of the following, subject to any rights ofsuch Guarantor in respect thereof: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, GuarantorSenior Debt of such Guarantor, or otherwise amend or supplement in any manner such Guarantor Senior Debt or any instrument evidencing thesame or any agreement under which such Guarantor Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any propertypledged, mortgaged or otherwise securing such Guarantor Senior Debt; (iii) release any person liable in any manner for the collection of suchGuarantor Senior Debt; and (iv) exercise or refrain from exercising any rights against such Guarantor and any other person.

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Section 16.17 Trustee Not Fiduciary for Holders of Guarantor Senior Indebtedness.

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Guarantor Senior Indebtedness and shall not be liable toany such holders if the Trustee shall be in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any otherperson cash, property or securities to which any holders of Guarantor Senior Indebtedness shall be entitled buy virtue of this ARTICLE XVI orotherwise. With respect to the holders of Guarantor Senior Indebtedness, the Trustee undertakes to perform or to observe only such of itscovenants or obligations as are specifically set forth in this ARTICLE XVI and no implied covenants or obligations with respect to holders ofGuarantor Senior Indebtedness shall be read into this Indenture against the Trustee.

ARTICLE XVII

MISCELLANEOUS

Section 17.1 Trust Indenture Act Controls . If any provision of this Indenture limits, qualifies, or conflicts with the duties imposed bySection 318(c) of the TIA, such section of the TIA shall control. If any provision of this Indenture expressly modifies or excludes any provision ofthe TIA that may be so modified or excluded under the TIA, the Indenture provision so modifying or excluding such provision of the TIA shall bedeemed to apply.

Section 17.2 Notices. Any request, demand, authorization, notice, waiver, consent or communication shall be in writing and delivered inperson (including by commercial courier services) or mailed by first-class mail, postage prepaid, addressed as follows or transmitted by facsimiletransmission (confirmed by guaranteed overnight courier) to the following facsimile numbers:

if to the Company or any Guarantor:

COMTECH TELECOMMUNICATIONS CORP.105 Baylis RoadMelville, New York 11747Attention: Chief Financial Officer and SecretaryFacsimile No.: (631) 777-8877with a copy to:

PROSKAUER ROSE LLP1585 BroadwayNew York, New York 10036Attention: Robert A. CantoneFacsimile No.: (212) 969-2900

if to the Trustee:

THE BANK OF NEW YORK101 Barclay Street, Floor 8 WestNew York, New York 10286Attention: Corporate Trust AdministrationFacsimile No.: (212) 815-5704/5707

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

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

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Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. Ifa 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 Holders, it shall mail a copy to the Trustee and each Registrar, Paying Agent,Conversion Agent, or co-registrar.

Section 17.3 Communication by Holders with Other Holders.

Holders may communicate pursuant to Section 312(b) of the TIA with other Holders with respect to their rights under this Indenture orthe Securities. The Company, the Guarantors, the Trustee, the Registrar, the Paying Agent, the Conversion Agent and anyone else shall have theprotection of TIA Section 312(c).

Section 17.4 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 (except in connection with theoriginal issuance of Securities), the Company shall furnish to the Trustee:

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

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

Section 17.5 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 Indentureshall include:

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

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

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

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

In giving such Opinion of Counsel, counsel may rely as to factual matters on an Officer’s Certificate or on certificates of publicofficials.

Section 17.6 Separability Clause.

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

Section 17.7 Rules by Trustee, Paying Agent, Conversion Agent, Registrar.

The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar, the Conversion Agent and the PayingAgent may make reasonable rules for their functions.

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Section 17.8 Legal Holidays.

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 isnot 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 theintervening period.

Section 17.9 Governing Law; Submission to Jurisdiction; Service of Process.

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

Each of the Company and each Guarantor submits to the non-exclusive jurisdiction of the courts of the State of New York and thecourts of the United States of America, in each case located in the Borough of Manhattan, New York, New York over any suit, action orproceeding arising under or in connection with this Indenture or the transactions contemplated hereby or the Securities or the Guarantees. Each ofthe Company and each Guarantor waives any objection that it may have to the venue of any suit, action or proceeding arising under or inconnection with this Indenture or the transactions contemplated hereby or the Securities or the Guarantees in the courts of the State of New Yorkor the courts of the United States of America, in each case located in the Borough of Manhattan, New York, New York, or that such suit, action orproceeding brought in the courts of the State of New York or the courts of the United States of America, in each case located in the Borough ofManhattan, New York, New York, was brought in an inconvenient court and agrees not to plead or claim the same.

Each Guarantor agrees that service of all writs, process and summonses in any suit, action or proceeding arising under or inconnection with this Indenture or the transactions contemplated thereby or the Securities or the Guarantees against such Guarantor in any court ofthe State of New York or any United States Federal court, in each case, sitting in the Borough of Manhattan, New York, New York, may be madeupon the Company, whom such Guarantor irrevocably appoints as its authorized agent for service of process. Each Guarantor represents andwarrants that the Company has agreed to act as such Guarantor’s agent for service of process. Each Guarantor agrees that such appointmentshall be irrevocable until the irrevocable appointment by such Guarantor of a successor in New York, New York as its authorized agent for suchpurpose and the acceptance of such appointment by such successor. Each Guarantor further agrees to take any and all action, including the filingof any and all documents and instruments that may be necessary to continue such appointment in full force and effect as aforesaid. If theCompany shall cease to act as the agent for service of process for any Guarantor, such Guarantor shall appoint without delay, another such agentand provide prompt written notice to the Trustee of such appointment. Each of the Company and each Guarantor agree that if the Company shallat any time cease to have its principal executive offices in the State of New York, each of the Company and each Guarantor shall irrevocablyappoint CT Corporation System or another similar Person in New York, New York as its authorized agent for service of process in accordance withthe provisions of this paragraph.

Section 17.10 No Recourse Against Others.

No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security or Guarantee, orbecause of any indebtedness evidenced thereby, shall be had against any incorporator, as such, or against any past, present or futurestockholder, officer or director, as such, of the Company or any Guarantor or of any successor, either directly or through the Company, anyGuarantor or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal orequitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the Holders and aspart of the consideration for the issue of the Securities.

Section 17.11 Successors.

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

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Section 17.12 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 representthe same agreement. One signed copy is enough to prove this Indenture.

* * * *

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

COMTECH TELECOMMUNICATIONS CORP.,as Issuer

By: Name: Title:

Guarantors:

COMTECH ANTENNA SYSTEMS, INC.

By: Name: Title:

COMTECH EF DATA CORP.

By: Name: Title:

COMTECH SYSTEMS, INC.

By: Name: Title:

COMTECH AHA CORPORATION

By: Name: Title:

SIGNATURE PAGE TO INDENTURE

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COMTECH VIPERSAT NETWORKS INC.

By: Name: Title:

COMTECH PST CORP.

By: Name: Title:

COMTECH MOBILE DATACOM CORP.

By: Name: Title:

SIGNATURE PAGE TO INDENTURE

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THE BANK OF NEW YORK, as Trustee

By: Name: Title:

SIGNATURE PAGE TO INDENTURE

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EXHIBIT A

[FORM OF FACE OF NOTE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUSTCOMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATEISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCHOTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANYTRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THEREGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THEMEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEETHEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THEDEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL ITIS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPTAS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THEDEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSORDEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]1

[THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,AS AMENDED (THE ‘‘SECURITIES ACT OF 1933’’) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPTAS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

(1) REPRESENTS THAT IT IS A ‘‘QUALIFIED INSTITUTIONAL BUYER’’ AS DEFINED IN RULE 144A UNDER THE SECURITIESACT OF 1933;

(2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THESHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE COMPANY OR ANYSUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN, AND IN COMPLIANCE WITH, RULE 144AUNDER THE SECURITIES ACT OF 1933, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144UNDER THE SECURITIES ACT OF 1933 (IF AVAILABLE), (D) PURSUANT TO AN EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT OF 1933 TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCHTRANSFER, FURNISHES TO THE BANK OF NEW YORK, AS TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE), SUCHCERTIFICATIONS AND OPINION OF COUNSEL REQUIRED BY THE COMPANY OR THE TRUSTEE OR (E) PURSUANT TO AREGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND WHICHCONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND

(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY ISTRANSFERRED (OTHER THAN A TRANSFER PURSUANT

______________1 This legend should be included only if the Note is a Global Security.

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TO CLAUSE 2(C) OR 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.]2

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

THE COMPANY AGREES, AND BY ACCEPTANCE OF BENEFICIAL OWNERSHIP INTEREST IN THE SECURITIES EACHBENEFICIAL HOLDER OF SUCH SECURITIES WILL BE DEEMED TO HAVE AGREED, FOR UNITED STATES FEDERAL INCOME TAXPURPOSES (1) TO TREAT THE SECURITIES AS INDEBTEDNESS THAT IS SUBJECT TO TREAS. REG. SEC. 1.1275-4 (THE “CONTINGENTPAYMENT REGULATIONS”) AND, FOR PURPOSES OF THE CONTINGENT PAYMENT REGULATIONS, TO TREAT THE FAIR MARKETVALUE OF ANY STOCK BENEFICIALLY RECEIVED BY A BENEFICIAL HOLDER UPON ANY CONVERSION OF SUCH SECURITIES AS ACONTINGENT PAYMENT AND (2) TO BE BOUND BY THE COMPANY’S DETERMINATION OF THE “COMPARABLE YIELD” AND“PROJECTED PAYMENT SCHEDULE,” WITHIN THE MEANING OF THE CONTINGENT PAYMENT REGULATIONS, WITH RESPECT TO THESECURITIES. A HOLDER OF SECURITIES MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE,YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE FOR SUCH SECURITIES BY SUBMITTING AWRITTEN REQUEST FOR SUCH INFORMATION TO THE COMPANY AT THE FOLLOWING ADDRESS: COMTECH TELECOMMUNICATIONSCORP., 105 BAYLIS ROAD, MELVILLE, NEW YORK 11747, ATTENTION: CHIEF FINANCIAL OFFICER.______________2 This legend should be included only if the Note is a Transfer Restricted Security

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COMTECH TELECOMMUNICATIONS CORP.

2.0% Convertible Senior Notes due 2024 Principal Amount at Issuance: $__________ Accreted Principal Amount at Stated Maturity: $__________No.__ CUSIP: 205 826 AC4

COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation (the “Company”, which term shall include any successor Personunder the Indenture referred to on the reverse hereof), for value received, promises to pay to _____________________, or registered assigns, onFebruary 1, 2024, the principal amount of ________________ Dollars ($______________)3 [, or such greater or lesser Accreted Principal Amountat Stated Maturity as is indicated in the records of the Trustee and the Depositary]4. For the sake of clarity, the Principal Amount at Issuance ofthis Note is $______________.5

In addition, for value received, the Company hereby promises to pay to the Holder of this Note, or registered assigns, from January 27, 2004,or from the most recent Interest Payment Date to which interest has been paid or provided for, to, but not including, February 1, 2011, cashinterest at an annual rate of 2.0% of the Principal Amount at Issuance of this Note. Except for Contingent Interest and Additional Interest, if any,and interest on overdue amounts as provided in the Indenture (as hereinafter defined), from and after February 1, 2011, no cash interest shall bepayable on this Note. Cash interest on this Note is payable semi-annually in arrears on February 1 and August 1 in each year (each, an “InterestPayment Date”), with the first Interest Payment Date being August 1, 2004. Each payment of cash interest on this Note will include interestaccrued through the day before the applicable Interest Payment Date.

Subject to the conditions of the Indenture and the accrual and record date provisions specified below, the Company shall pay contingentinterest (“Contingent Interest”) to the Holder of this Note during any six month period from February 1 to July 31 and from August 1 to January 31,commencing with the six-month period beginning on February 1, 2009, if the average Note Price for the applicable Five-Trading-Day MeasurementPeriod to, but excluding, the day immediately preceding the first day of the relevant Contingent Interest Period equals 120% or more of theAccreted Principal Amount of such Note. Contingent Interest will be paid only in cash.

Contingent Interest, if any, will accrue from February 1 or August 1, as applicable, and will be payable on the next succeeding Interest PaymentDate. Contingent Interest shall be paid on February 1 in respect of any Contingent Interest Period ended on January 31 and on August 1 in respectof any Contingent Interest Period ended on July 31.

During any Contingent Interest Period when Contingent Interest is payable, each Contingent Interest payment due and payable on each$1,000 Principal Amount at Issuance of a Note shall equal interest accruing at the rate of 0.25% per annum on the average Note Price for the fiveTrading Days in the relevant Five-Trading-Day Measurement Period.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, except as provided in the Indenture,be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the regular record datefor such interest, which shall be the January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding the correspondingInterest Payment Date (a “Regular Record Date”). Any such interest, Contingent Interest and Additional Interest, not so punctually paid or dulyprovided for shall forthwith cease to be payable to the Holder on such Regular Record Date______________3 Insert the Accreted Principal Amount of the Note, which equals $1,295.26 for every $1,000 of Principal Amount at Issuance of the Note (or any

predecessor Note).4 This phrase should be included only if the Note is a Global Security.5 This dollar amount should equal the amount inserted above divided by 1.29526.

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and may be paid (a) to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a specialrecord date for the payment of such defaulted interest to be fixed by the Trustee (a “Special Record Date”), notice whereof shall be given toHolders not less than 10 calendar days prior to such Special Record Date, or (b) at any time in any other lawful manner not inconsistent with therequirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all asmore fully provided in the Indenture.

Reference is hereby made to the further provisions of this Note set forth on the reverse side of this Note, which further provisions shall for allpurposes have the same effect as if set forth at this place.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. Dated: COMTECH TELECOMMUNICATIONS CORP.

By: Name: Title:

By: Name: Title:

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Indenture. Dated:

THE BANK OF NEW YORK,as Trustee

By:

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[FORM OF REVERSE OF NOTE]

2.0% Convertible Senior Notes due 2024

This Note is one of a duly authorized issue of 2.0% Convertible Senior Notes due 2024 (the “Notes”) of COMTECHTELECOMMUNICATIONS CORP., a Delaware corporation (including any successor corporation under the Indenture hereinafter referred to, the“Company”), issued under an Indenture, dated as of January 27, 2004 (the “Indenture”), among the Company, the guarantors parties thereto (the“Guarantors”) and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”). The terms of the Note include thosestated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (“TIA”), and those set forthin this Note. This Note is subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of all such terms. To theextent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms ofthe Indenture shall control. Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture referred to belowunless otherwise indicated.

1. Interest.

Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

If this Note is redeemed pursuant to Section 5 of this Note or the Holder elects to require the Company to purchase this Note pursuantto Section 6 of this Note, on a date that is after the Regular Record Date and on or before the corresponding Interest Payment Date, interest,Contingent Interest and Additional Interest, if any, accrued and unpaid hereon to, but excluding, the applicable Redemption Date, Purchase Date orFundamental Change Purchase Date shall be paid to the same Holder to whom the Company pays the principal of this Note. Interest, ContingentInterest and Additional Interest, if any, accrued and unpaid hereon at the Stated Maturity also shall be paid to the same Holder to whom theCompany pays the principal of this Note.

Interest, Contingent Interest and Additional Interest, if any, on Notes converted after the close of business on a Regular Record Datebut prior to the opening of business on the corresponding Interest Payment Date shall be paid to the Holder of the Notes on the Regular RecordDate but, upon conversion, the Holder must pay the Company an amount equal to the interest, Contingent Interest and Additional Interest, if any,which has accrued and shall be paid on such Interest Payment Date. No such payment need be made with respect to Notes converted after aRegular Record Date and prior to the corresponding Interest Payment Date after being called for redemption or upon acceleration.

All references herein to interest accrued or payable as of any date shall, without duplication, be deemed to include Contingent Interestand Additional Interest, if any, payable pursuant to the Registration Rights Agreement.

2. Method of Payment.

Payment of the principal of and interest on the Notes shall be in such coin or currency of the United States of America as at the timeof payment is legal tender for payment of public and private debts. The Holder must surrender the Notes to the Paying Agent to collect payment ofprincipal. Payment of interest on Certificated Securities in the aggregate Principal Amount at Issuance of $5,000,000 or less shall be made bycheck mailed to the address of the Person entitled thereto as such address appears in the Register, and payment of interest on CertificatedSecurities in aggregate Principal Amount at Issuance in excess of $5,000,000 shall be made by wire transfer in immediately available funds at theelection of such Holder. Notwithstanding the foregoing, so long as the Notes are registered in the name of a Depositary or its nominee, allpayments with respect to the Notes shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee.At the Stated Maturity, interest, Contingent Interest and Additional Interest, if any, on Certificated Securities will be payable at the office or agencyof the Company described in the Indenture.

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3. Paying Agent, Registrar, Conversion Agent.

Initially, The Bank of New York shall act as Paying Agent, Registrar and Conversion Agent. The Company may appoint and changeany Paying Agent, Registrar and Conversion Agent without notice, other than notice to the Trustee; provided that the Company shall maintain atleast one Paying Agent in the Borough of Manhattan, New York, New York, which shall initially be an office or agency of the Trustee.

4. Indenture.

The Notes are general senior obligations of the Company limited to up to $105,000,000 aggregate Principal Amount at Issuance. TheIndenture does not limit other indebtedness of the Company or the Guarantors, secured or unsecured.

5. Redemption of the Notes by the Company.

Subject to the terms and conditions of the Indenture, the Company may, at its option, redeem for cash all or a portion of the Notes atany time (i) during the period commencing on February 4, 2009 to and including January 31, 2010, at a Redemption Price equal to 100.571% of theAccreted Principal Amount of the Notes plus accrued and unpaid interest, Contingent Interest and Additional interest, if any, to, but not including,the Redemption Date; (ii) during the period commencing on February 1, 2010 to and including January 31, 2011, at a Redemption Price equal to100.286% of the Accreted Principal Amount of the Notes plus accrued and unpaid interest, Contingent Interest and Additional Interest, if any, to,but not including, the Redemption Date; and (iii) beginning on February 1, 2011, at a Redemption Price equal to 100% of the Accreted PrincipalAmount of the Notes plus accrued and unpaid interest, Contingent Interest and Additional Interest, if any, to, but not including, the RedemptionDate.

At least 20 calendar days but not more than 60 calendar days before a Redemption Date, the Company shall mail a notice ofredemption by first-class mail, postage prepaid, to each Holder of Notes to be redeemed. Once notice of redemption is given, Notes called forredemption become due and payable on the Redemption Date and at the Redemption Price, except for Notes which are converted in accordancewith the terms of this Indenture. Upon surrender to the Paying Agent, such Notes shall be paid at the Redemption Price. If the Paying Agent holds,in accordance with the terms hereof, at 10:00 a.m., New York City time, on the applicable Redemption Date, cash sufficient to pay the RedemptionPrice of any Notes for which notice of redemption is given, then, on such Redemption Date, such Notes shall cease to be outstanding and interest,Contingent Interest and Additional Interest, if any, on such Notes shall cease to accrue, whether or not such Notes are delivered to the PayingAgent, and the rights of the Holders in respect thereof shall terminate (other than the right to receive the Redemption Price upon delivery of suchNotes).

6. Purchase by the Company at the Option of the Holder on Specific Dates; Purchase at the Option of the Holder Upon a FundamentalChange.

Each Holder shall have the right, at the Holder’s option, but subject to the provisions of the Indenture, to require the Company topurchase all of such Holder’s Notes not theretofore called for redemption, or any portion of the Principal Amount at Issuance thereof that is equalto $1,000 or an integral multiple thereof, on each of February 1, 2011, February 1, 2014 and February 1, 2019. The Company shall be required topurchase such Notes at a purchase price in cash equal to 100% of the Accreted Principal Amount plus accrued and unpaid interest, ContingentInterest and Additional Interest, if any, to, but excluding, the Purchase Date. To exercise such right, a Holder shall deliver a Purchase Notice tothe Paying Agent at any time from the opening of business on the date that is 22 Business Days prior to the relevant Purchase Date until theclose of business on the second Business Day prior to such Purchase Date.

In the event that a Fundamental Change shall occur at any time prior to the Stated Maturity, each Holder shall have the right, at theHolder’s option, but subject to the provisions of the Indenture, to require the Company to purchase all of such Holder’s Notes not theretofore calledfor redemption, or any portion of the Principal Amount at Issuance thereof that is equal to $1,000 or an integral multiple thereof. The Companyshall be

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required to purchase such Notes at a purchase price in cash equal to 100% of the Accreted Principal Amount plus any accrued and unpaidinterest, Contingent Interest and Additional Interest, if any to, but excluding, the Fundamental Change Purchase Date. To exercise such right, aHolder shall deliver a Fundamental Change Purchase Notice to the Paying Agent at any time on or before the 20th Business Day after the date ofthe Company’s notice of the Fundamental Change (subject to extension to comply with applicable law).

Holders have the right to withdraw any Purchase Notice or Fundamental Change Purchase Notice by delivering to the Paying Agent awritten notice of withdrawal in accordance with the provisions of the Indenture.

If the Paying Agent holds, in accordance with the terms hereof, at 10:00 a.m., New York City time, on the applicable Purchase Date orFundamental Change Purchase Date, cash sufficient to irrevocably pay the Purchase Price or Fundamental Change Purchase Price, as the casemay be, of any Notes for which a Purchase Price or Fundamental Change Purchase Notice, as the case may be, has been tendered and notwithdrawn pursuant to the Indenture, then, on such Purchase Date or Fundamental Change Purchase Date, as the case may be, such Notes shallcease to be outstanding and interest, Contingent Interest and Additional Interest, if any, on such Notes shall cease to accrue, whether or not suchNotes are delivered to the Paying Agent, and the rights of the Holders in respect thereof shall terminate (other than the right to receive thePurchase Price or Fundamental Change Purchase Price, as the case may be, upon delivery of such Notes).

7. Conversion.

Subject to and in compliance with the provisions of the Indenture (including, without limitation, the conditions to conversion of this Noteset forth in Section 12.1 thereof), a Holder is entitled, at such Holder’s option, to convert the Holder’s Note (or any portion of the Principal Amountat Issuance thereof that is $1,000 or an integral multiple thereof), into fully paid and non-assessable shares of Common Stock at the ConversionRate in effect on the date of conversion. The number of shares of Common Stock issuable upon conversion of each $1,000 of Principal Amount atIssuance of Notes is initially 21.1640 shares of Common Stock, and is subject to adjustment in certain events as set forth in the Indenture.

Upon conversion, the Company shall have the right to deliver, in lieu of shares of Common Stock, cash or a combination of cash andshares of Common Stock as provided in the Indenture. The Company shall notify Holders of any event triggering the right to convert the Notes asspecified in the Indenture in accordance with the Indenture.

With respect to any conversion of a Note during a Registration Default Period following satisfaction of any of the conditions toconversion described in the Indenture (and during the prescribed time periods in respect thereof), a Holder shall be entitled, subject to theIndenture, to 103% of the number of shares of Common Stock that the Holder would have otherwise been entitled to upon conversion in respect ofthe portion of the Conversion Obligation that the Company settles in Common Stock.

A Note in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Purchase Notice, as the case may be,exercising the right of such Holder to require the Company to purchase such Note may be converted only if such Purchase Notice or FundamentalChange Purchase Notice is withdrawn in accordance with the terms of the Indenture.

Except as described in the Indenture, the Company will not make any payment in cash or Common Stock or other adjustment foraccrued and unpaid interest, Contingent Interest or Additional interest on any Notes when they are converted. The Company’s delivery to theHolder of the full number of shares of Common Stock into which the Note is convertible (or, at the Company’s option, cash, or a combination ofcash and Common Stock, in lieu thereof as provided in the Indenture), together with any cash payment for such Holder’s fractional shares, shall bedeemed to satisfy the Company’s obligation to pay the Accreted Principal Amount of the Note and to satisfy its obligation to pay accrued andunpaid interest, Contingent Interest and Additional Interest, if any through the conversion date. As a result, accrued interest, Contingent Interestand Additional Interest are deemed paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, accrued interest,Contingent Interest and Additional Interest, if any, will be payable upon any conversion of Notes made concurrently with or after acceleration of theNotes following an Event of Default.

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Before any Holder shall be entitled to convert any Notes into Common Stock, such Holder shall, in the case of Global Securities,comply with the Applicable Procedures of the Depositary in effect at that time, and in the case of Certificated Securities, surrender suchSecurities, duly endorsed to the Company or in blank, at the office of the Conversion Agent, and shall give written notice to the Company at saidoffice or place in the form of the Conversion Notice attached to the Note that such Holder elects to convert the same and shall state in writingtherein the Principal Amount at Issuance of Notes to be converted (in whole or in part so long as the Principal Amount at Issuance to be convertedis in multiples of $1,000) and the name or names (with addresses) in which such Holder wishes the certificate or certificates for Common Stock tobe issued. Before any such conversion, a Holder also shall pay all funds required, if any, relating to interest, Contingent Interest or AdditionalInterest, if any, on the Notes, as provided in the Indenture, and all taxes or duties, if any, as provided in the Indenture.

If the Company (i) reclassifies the Common Stock, (ii) is a party to a consolidation, merger or binding share exchange or (iii) conveys,transfers or leases all or substantially all of its properties and assets to any Person, the right to convert a Note into shares of Common Stock maybe changed into a right to convert it into securities, cash or other assets of the Company or such other Person, in each case in accordance withthe Indenture.

8. Denominations; Transfer; Exchange.

The Notes shall be issued in fully registered form, without coupons, in denominations of $1,000 of Principal Amount at Issuance andintegral multiples thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, amongother things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by theIndenture. Neither the Company, the Registrar nor the Trustee shall be required to exchange or register a transfer of (i) any Notes selected forredemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed), or (ii) any Notes in respect of which aPurchase Notice or a Fundamental Change Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the termsof this Indenture (except, in the case of Notes to be repurchased in part, the portion thereof not to be repurchased), or (iii) any Notes surrenderedfor conversion (except, in the case of Notes to be converted in part, the portion thereof not to be converted).

9. Persons Deemed Owners.

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

10. Unclaimed Money or Securities.

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

11. Amendment; Waiver.

Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent oraffirmative vote of the Holders of at least a majority in aggregate principal amount of the outstanding Notes and (ii) certain Defaults may be waivedwith the written consent or affirmative vote of the Holders of a majority in aggregate principal amount of the outstanding Notes.

The Company and the Trustee may amend the Indenture or the Notes without the consent of any Holder to (a) add to the covenants ofthe Company or those of the Guarantors for the benefit of the Holders of Notes; (b) surrender any right or power herein conferred upon theCompany or the Guarantors; (c) provide for conversion rights of Holders of Notes if any reclassification or change of the Common Stock or anyconsolidation, merger or sale of all or substantially all of the Company’s assets occurs; (d) provide for the assumption of the Company’sobligations to the Holders of Notes in the case of a merger, consolidation, conveyance, transfer, sale, lease or other disposition pursuant to ArticleVII of the Indenture; (e) increase the Conversion Rate; provided,

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however, that such increase in the Conversion Rate shall not adversely affect the interests of the Holders of Notes (after taking into account taxand other consequences of such increase); (f) require the Company to settle its Conversion Obligation in cash with respect to the principal amountof Notes surrendered for conversion; (g) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indentureunder the TIA; (h) make any changes or modifications necessary in connection with the registration of the Notes under the Securities Act ascontemplated in the Registration Rights Agreement; provided, however, that such action pursuant to this clause (i) does not, in the good faithopinion of the Board of Directors (as evidenced by a Board Resolution), adversely affect the interests of the Holders of Notes in any materialrespect; (j) cure any ambiguity, correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein orwhich is otherwise defective, or to make any other provisions with respect to matters or questions arising under the Indenture which the Companymay deem necessary or desirable and which shall not be inconsistent with the provisions of the Indenture; provided, however, that such actionpursuant to this clause (j) does not, in the good faith opinion of the Board of Directors (as evidenced by a Board Resolution), adversely affect theinterests of the Holders of Notes in any material respect; (k) to evidence the succession of another Person to the Company or any other obligorupon the Notes, and the assumption by any such successor of the covenants of the Company or any Guarantor or such obligor herein and in theNotes, in each case in compliance with the provisions of this Indenture; (l) to evidence and provide the acceptance of the appointment of asuccessor trustee hereunder; or (m) add Guarantees with respect to the Notes; or (n) add or modify any other provisions herein with respect tomatters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which shall not adversely affectthe interests of the Holders of Notes.

12. Defaults and Remedies.

If any Event of Default, other than as a result of certain events of bankruptcy, insolvency or reorganization of the Company asspecified in the Indenture, occurs and is continuing, the Accreted Principal Amount of all the Notes may be declared due and payable in themanner and with the effect provided in the Indenture. If an Event of Default occurs as a result of certain events of bankruptcy, insolvency orreorganization of the Company as provided in the Indenture, the Accreted Principal Amount of all the Notes shall become due and payableimmediately without any declaration or other act on the part of the Trustee or any Holder, all as and to the extent provided in the Indenture.

13. 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 becomethe owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwisedeal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

14. Calculations in Respect of Notes.

The Company or its agents shall be responsible for making all calculations called for under ARTICLE XII and ARTICLE XIII of theIndenture, including, but not limited to, determination of the Closing Sale Price of Applicable Stock, the Note Price, the number of shares ofCommon Stock or other Applicable Stock and/or the amount of cash issuable or payable upon conversion and the amounts of interest, ContingentInterest and Additional Interest, if any, on the Notes. Any calculations made in good faith and without manifest error shall be final and binding onHolders of the Notes. The Company or its agents shall be required to deliver to the Trustee a schedule of its calculations and the Trustee shall beentitled to conclusively rely upon the accuracy of such calculations without independent verification.

15. No Recourse Against Others.

No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Note or any Guarantee, orbecause of any indebtedness evidenced thereby, shall be had against any incorporator, as such, or against any past, present or futurestockholder, officer or director, as such, of the Company or any Guarantor or of any successor, either directly or through the Company, anyGuarantor or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or

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equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Notes by the Holders and as partof the consideration for the issue of the Notes.

16. Authentication.

This Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or a duly authorizedauthentication agent) signs, manually or by facsimile, the Trustee’s Certificate of Authentication on the other side of this Note.

17. 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).

18. INDENTURE TO CONTROL; GOVERNING LAW.

IN THE CASE OF ANY CONFLICT BETWEEN THE PROVISIONS OF THIS NOTE AND THE INDENTURE, TO THE EXTENTPERMITTED BY APPLICABLE LAW, THE PROVISIONS OF THE INDENTURE SHALL CONTROL. THE INDENTURE AND THIS NOTE SHALLBE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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

COMTECH TELECOMMUNICATIONS CORP.105 Baylis RoadMelville, New York 11747Attention: Gail SeguiFacsimile No.: (631) 777-8877

19. Registration Rights.

The Holders of the Notes are entitled to the benefits of a Registration Rights Agreement, dated as of January 27, 2004, among theCompany, the Guarantors and Bear, Stearns & Co. Inc., as amended, modified or supplemented in accordance therewith, including the receipt ofAdditional Interest upon a Registration Default (as defined in such agreement).

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The Guarantors (as defined in the Indenture referred to in the Security upon which this notation is endorsed and each hereinafterreferred to as a “Guarantor,” which term includes any successor person under the Indenture) have unconditionally guaranteed on a seniorsubordinated basis (such guarantee by each Guarantor being referred to herein as the “Guarantee”) (i) the due and punctual payment of theprincipal of and interest (including Contingent Interest and Additional Interest) on the Notes, whether at maturity, by acceleration or otherwise, thedue and punctual payment of interest on the overdue principal and interest, if any, on the Notes, to the extent lawful, and the due and punctualperformance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article 15 of theIndenture and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will bepromptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration orotherwise. The obligations of each Guarantor under its Guarantee is subordinated as provided in ARTICLE XVI of the Indenture. The obligations ofthe Guarantors may be released as provided in the Indenture.

No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Note or any Guarantee, orbecause of any indebtedness evidenced thereby, shall be had against any incorporator, as such, or against any past, present or futurestockholder, officer or director, as such, of the Company or any Guarantor or of any successor, either directly or through the Company, anyGuarantor or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal orequitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Notes by the Holders and as partof the consideration for the issue of the Notes.

THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OFNEW YORK.

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The Guarantee shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or a duly authorizedauthentication agent) signs, manually or by facsimile, the certificate of authentication on the Security upon which the Guarantee is noted shallhave been executed by the Trustee under the Indenture.

COMTECH ANTENNA SYSTEMS, INC.

By: Name: Title:

COMTECH EF DATA CORP.

By: Name: Title:

COMTECH SYSTEMS, INC.

By: Name: Title:

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COMTECH AHA CORPORATION

By: Name: Title:

COMTECH VIPERSAT NETWORKS INC.

By: Name: Title:

COMTECH PST CORP.

By: Name: Title:

COMTECH MOBILE DATACOM CORP.

By: Name: Title:

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

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

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

and irrevocably appoint __________________________________________________________ agent to transfer this Note on the books of theCompany. The agent may substitute another to act for him. Your Signature(s):Date: (Sign exactly as your name(s) appears on the

other side of this Note) Signature Guaranteed

Participant in a Recognized SignatureGuarantee Medallion Program

By: Authorized Signatory

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OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have this Note purchased by the Company pursuant to ARTICLE IV (Purchase at the Option of Holders on Specific Dates) orARTICLE V (Purchase at the Option of Holders Upon a Fundamental Change) of the Indenture, check the box: ARTICLE IV o ARTICLE V o.

If this Note is to be purchased by the Company pursuant to ARTICLE IV of the Indenture, check the box for the applicable Purchase Date:February 1, 2011 o February 1, 2014 o February 1, 2019 o.

If you wish to have a portion of this Note purchased by the Company pursuant to ARTICLE IV or ARTICLE V of the Indenture, as applicable, statethe amount (in Principal Amount): $ ______________.

If certificated, the serial numbers of the Notes to be delivered for purchase are:

______________.

Any purchase of Notes pursuant hereto shall be pursuant to the terms and conditions specified in the Indenture. Your Signature(s):

Date: (Sign exactly as your name(s) appears on the

other side of this Note) Signature Guaranteed

Participant in a Recognized SignatureGuarantee Medallion Program

By: Authorized Signatory

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CONVERSION NOTICE

To convert this Note into Common Stock of the Company (or cash or a combination of Common Stock and cash, if the Company so elects), checkthe box o.

To convert only part of this Note, state the Principal Amount at Issuance to be converted (which must be $1,000 or an integral multiplethereof):_________________________.

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

(Insert the other person’s soc. sec. or tax ID no.)

(Print or type the other person’s name, address and zip code)

Your Signature(s):

Date: (Sign exactly as your name(s) appears on the other side

of this Note) Signature Guaranteed

Participant in a Recognized SignatureGuarantee Medallion Program

By: Authorized Signatory

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TRANSFER CERTIFICATE6

Re: 2.0% Convertible Senior Notes due 2024(the “Notes”) of Comtech Communications Corp. (the “Company”)

This certificate relates to $_______ principal amount of Notes owned in (check applicable box)

o book-entry o definitive form by ______________ (the “Transferor”).

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

In connection with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiarwith transfer restrictions relating to the Notes as provided in Section 2.6 and Section 2.12 of the Indenture dated January 27, 2004 between theCompany, the guarantors parties thereto and The Bank of New York, as Trustee (the “Indenture”), and the transfer of such Note is being madepursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) (check applicable box) or thetransfer or exchange, as the case may be, of such Note does not require registration under the Securities Act because (check applicable box):

o Such Note is being acquired for the Transferor’s own account, without transfer; or

o Such Note is being transferred to the Company or a Subsidiary; or

o Such Note is being transferred to a person that the Transferor reasonably believes is a “qualified institutional buyer,” as definedin, and in compliance with, Rule 144A under the Securities Act; or

o Such Note is being transferred pursuant to the exemption from the registration requirements of the Securities Act under Rule 144(or any successor thereto) (“Rule 144”) under the Securities Act; or

o Such Note is being transferred pursuant to an effective registration statement under the Securities Act; or

o Such Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act to aninstitutional investor that is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under theSecurities Act) that, prior to the transfer, furnishes to the Trustee such certifications and opinion of counsel required by theCompany or the Trustee.

______________6 This certificate should only be included if this Security is a Transfer Restricted Security.

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The Transferor acknowledges and agrees that, if the transferee will hold any such Notes in the form of beneficial interests in a globalNote that is a “restricted security” within the meaning of Rule 144 under the Securities Act, then such transfer can be made only pursuant to Rule144A under the Securities Act and such transferee must be a “qualified institutional buyer,” as defined in Rule 144A, or an institutional investor thatis an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act).

Date: Signature(s) of Transferor

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

Participant in a Recognized SignatureGuarantee Medallion Program

By: Authorized Signatory

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EXHIBIT B

[FORM OF CERTIFICATE TO BE DELIVERED BYTRANSFEREE IN CONNECTION WITH TRANSFERS

TO INSTITUTIONAL ACCREDITED INVESTORS]

[Date]

The Bank of New York, as Trustee101 Barclay Street, Floor 8WNew York, New York 10286 Attention: Corporate Trust Administration

Re: Comtech Telecommunications Corp.

Ladies and Gentlemen:

In connection with the undersigned’s proposed purchase of $____________ aggregate principal amount of 2.0% Convertible SeniorNotes due 2024 (the “Notes”) of Comtech Telecommunications Corp. (the “Company”) or _____________ shares of Common Stock of theCompany issued upon conversion of the Notes, par value $.10 per share (the “Common Stock,” and together with the Notes, the “Securities”), theundersigned confirms, represents and warrants that:

(1) The undersigned is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under theSecurities Act of 1933, as amended (the “Securities Act”) (an “Institutional Accredited Investor”).

(2) (A) Any purchase of the Securities by the undersigned will be for the undersigned’s own account or for the account of oneor more other Institutional Accredited Investors or as fiduciary for the account of one or more trusts, each of which is an “accreditedinvestor” within the meaning of Rule 501(a)(7) under the Securities Act and for each of which the undersigned exercises soleinvestment discretion or (B) the undersigned is a “bank”, within the meaning of Section 3(a)(2) of the Securities Act, or a “savings andloan association” or other institution described in Section 3(a)(5)(A) of the Securities Act that is acquiring the Securities as fiduciary forthe account of one or more institutions for which the undersigned exercises sold investment discretion.

(3) The undersigned has such knowledge and experience in financial and business matters that the undersigned is capable ofevaluating the merits and risks of its investment in the Securities, and the undersigned and any accounts for which it is acting is eachable to bear the economic risk of its or their investment.

(4) The undersigned has been given an opportunity to ask questions and receive answers concerning the terms andconditions of the Securities and to obtain any additional information which the Company possesses or can acquire without reasonableeffort or expense that is necessary to verify the accuracy of the information furnished.

(5) The undersigned is not acquiring the Securities with a view to distribution thereof or with any present intention of offeringor selling any Securities, except as permitted below; provided that the disposition of the undersigned’s property and the property of anyaccounts for which the undersigned is acting as fiduciary will remain at all times within the undersigned’s control.

(6) The undersigned understands that the Securities have not been registered under the Securities Act or any applicable statesecurities laws.

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(7) The undersigned agrees, on its own behalf and on behalf of each account for which the undersigned acquires anySecurities, that if in the future the undersigned decides to resell or otherwise transfer such Securities within two years after the originalissuance of the Notes, such Securities may be resold or otherwise transferred only:

(A) to the Company or any subsidiary thereof;

(B) with respect to Notes only, to a person which is a “qualified institutional buyer” (as defined in Rule 144A under theSecurities Act) and otherwise in compliance with Rule 144A under the Securities Act;

(C) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available);

(D) pursuant to an exemption from the registration requirements under the Securities Act to a person whom the purchaserreasonably believes is an Institutional Accredited Investor that prior to such transfer, furnishes to you (and the Trustee or the TransferAgent, as the case may be) a signed letter substantially in the form of this letter, a transfer certificate substantially in the formprovided in the Indenture and an opinion of counsel; or

(E) pursuant to a registration statement which has been declared effective under the Securities Act and continues to beeffective at the time of such transfer.

The undersigned further agrees to provide to any person purchasing any of the Securities from us a written notice advising such purchaser thatresales of the Securities are restricted as stated herein.

(8) The undersigned understands that, on any proposed resale of any Securities, the undersigned shall be required to furnishto the Trustee or the Transfer Agent, as the case may be, and the Company such certifications, legal opinions and other informationas you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. Theundersigned further understands that the Securities purchased by the undersigned will bear a legend to the foregoing effect.

Each of the Company, the Trustee or the Transfer Agent, as the case may be, and the initial purchaser of the Securities is entitled torely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legalproceedings or official inquiry with respect to the matters covered hereby. Very truly yours,

By:

Name:Title:Address:

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EXHIBIT C

[FORM OF RESTRICTIVE LEGEND FORCOMMON STOCK ISSUED UPON CONVERSION] 7

THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,AS AMENDED (THE “SECURITIES ACT OF 1933”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPTAS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER:

(1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THESECURITIES ACT OF 1933 OR (B) IT IS AN INSTITUTIONAL INVESTOR THAT IS AN “ACCREDITED INVESTOR” AS DEFINED INRULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”);

(2) AGREES THAT IT SHALL NOT, WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE SECURITY UPONTHE CONVERSION OF WHICH THE SHARES OF COMMON STOCK EVIDENCED HEREBY WERE ISSUED, RESELL OR OTHERWISETRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (A) TO THE COMTECH TELECOMMUNICATIONS CORP. OR ANYSUBSIDIARY THEREOF, (B) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIESACT OF 1933 PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (C) TO THE EXTENT PERMITTED BYAPPLICABLE LAW, TO A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN, AND IN COMPLIANCE WITH, RULE 144A UNDER THESECURITIES ACT OF 1933, (D) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIESACT OF 1933 (IF AVAILABLE) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT PRIOR TO SUCH TRANSFER, FURNISHES TOAMERICAN STOCK TRANSFER & TRUST COMPANY, AS TRANSFER AGENT (OR ANY SUCCESSOR TRANSFER AGENT, ASAPPLICABLE), CERTIFICATIONS AND OPINION OF COUNSEL REQUIRED BY THE COMPANY OR TRANSFER AGENT OR(E) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OF1933 AND THAT CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND

(3) AGREES THAT IT SHALL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY ISTRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(A), 2(B) OR 2(E) ABOVE), A NOTICE SUBSTANTIALLY TOTHE EFFECT OF THIS LEGEND.

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

______________7 This legend should be included only if the Security is a Global Security.

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EXHIBIT D

FORM OF SUPPLEMENTAL INDENTURE TO ADD GUARANTORS

This Supplemental Indenture, dated as of [__________] (this “Supplemental Indenture” or “Guarantee”), among [name of futureGuarantor] (the “New Guarantor”), Comtech Telecommunications Corp. (together with its successors and assigns, the “Company”), each otherthen existing Guarantor under the Indenture referred to below, and The Bank of New York, as Trustee under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of January27, 2004 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate Principal Amountat Issuance of up to $105,000,000 of 2.0% Convertible Senior Notes due 2024 of the Company (the “Securities”);

WHEREAS, Section 15.5 of the Indenture provides that the Company is required to cause certain additional Subsidiaries of theCompany to execute and deliver to the Trustee a Supplemental Indenture pursuant to which such Subsidiary will unconditionally guarantee, on ajoint and several basis with the other Guarantors, the full and prompt payment of the principal of, Interest (including Contingent Interest) andAdditional Interest, if any, on the Securities on a senior subordinated basis as provided in this Indenture; and

WHEREAS, pursuant to Section 11.1 of the Indenture, the Trustee and the Company are authorized to execute and deliver thisSupplemental Indenture to amend the Indenture without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is herebyacknowledged, the New Guarantor, the Company, the other Guarantors and the Trustee mutually covenant and agree for the equal and ratablebenefit of the Holders of the Securities as follows:

ARTICLE I

Definitions

SECTION 1.1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitalhereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this SupplementalIndenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

Agreement to be Bound; Guarantee

SECTION 2.1. Agreement to be Bound. The New Guarantor hereby becomes a party to the Indenture as a Guarantor and as such willhave all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The New Guarantor agrees to bebound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor underthe Indenture.

SECTION 2.2. Guarantee. The New Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and notmerely as surety, jointly and severally with each other Guarantor, to each Holder of the Securities and the Trustee and its successor and assigns,the full and punctual payment when due of all amounts owing on the Notes and all other Obligations of the Company to the Holders or the Trusteeunder the Notes or the Indenture, pursuant to and in accordance with Article XV of the Indenture and subject to the terms and conditions of theIndenture, including, without limitation, Article XVI of the Indenture.

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ARTICLE III

Miscellaneous

SECTION 3.1. Notices. All notices and other communications to the New Guarantor shall be given as provided in the Indenture to theNew Guarantor, at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company.

SECTION 3.2. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of theState of New York.

SECTION 3.3. Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, thevalidity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall beineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 3.4. Ratification of Indenture; Supplemental Indenture Part of Indenture; Trustee’s Disclaimer. Except as expresslyamended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full forceand effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafterauthenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of thisSupplemental Indenture.

SECTION 3.5. Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all ofwhich together shall constitute one and the same agreement.

SECTION 3.6. Headings. The headings of the Articles and the sections in this Supplemental Indenture are for convenience ofreference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

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

[NEW GUARANTOR],

as a Guarantor

By: Name: Title:

THE BANK OF NEW YORK, as Trustee

By: Name: Title:

COMTECH TELECOMMUNICATIONS CORP.

By: Name: Title:

[GUARANTORS]

By: Name: Title:

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EXHIBIT 4.4

Execution Copy

COMTECH TELECOMMUNICATIONS CORP.

$105,000,000 Aggregate Principal Amount at Issuance2.0% Convertible Senior Notes due 2024

REGISTRATION RIGHTS AGREEMENT

January 27, 2004New York, New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into by and among Comtech Telecommunications Corp., aDelaware corporation (the “Company”), each of the Company’s subsidiaries listed on the signature page hereto (the “Subsidiary Guarantors”) andBear, Stearns & Co. Inc. (the “Initial Purchaser”).

The Company, the Subsidiary Guarantors and the Initial Purchaser are parties to the Purchase Agreement dated January 27, 2004 (the“Purchase Agreement”), which provides for the sale by the Company to the Initial Purchaser of $105,000,000 aggregate principal amount atissuance of the Company’s 2.0% Convertible Senior Notes due 2024 (the “Notes” or the “Securities”) which will be guaranteed on an unsecured senior subordinated basis byeach of the Subsidiary Guarantors. The Securities will be convertible into fully paid, nonassessable shares of common stock, par value $0.10 pershare, of the Company on the terms, and subject to the conditions, set forth in the Indenture (as defined herein). As an inducement to the InitialPurchaser to enter into the Purchase Agreement, the Company and the Subsidiary Guarantors have agreed to provide to the Initial Purchaser andits direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition tothe closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions.

Capitalized terms used herein without definition shall have the meanings ascribed to them in the Purchase Agreement. As used in thisAgreement, the following defined terms shall have the following meanings:

“Additional Interest” has the meaning assigned thereto in Section 7(a) hereof.

“Additional Shares” has the meaning assigned thereto in Section 7(a) hereof.

“Affiliate” has the meaning assigned thereto in Rule 405 under the Securities Act.

“Agreement” means this Registration Rights Agreement, as amended, modified or otherwise supplemented from time to time in accordancewith the terms hereof.

“Applicable Stock” has the meaning assigned thereto in Section 1.1 of the Indenture.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in the Cityof New York are authorized or obligated by law, regulation or executive order to close.

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“Capital Stock” of any corporation or company means any and all shares, interests, rights to purchase, warrants, options, participations orother equivalents of or interests in (however designated) stock issued by that corporation or the capital of that company.

“Commission” means the United States Securities and Exchange Commission, or any other federal agency at the time administering theExchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

“Common Stock” means the common stock, $0.10 par value per share, of the Company as that stock exists on the date of this Agreementor any other shares of Capital Stock of the Company into which such Common Stock shall be reclassified or changed; provided, that afterconsummation of any transaction referred to in Section 12.4 of the Indenture, all references to “Common Stock” shall become references toCommon Stock and/or “Applicable Stock”, as applicable.

“Company” has the meaning assigned thereto in the preamble hereto.

“Contingent Interest” has the meaning assigned thereto in Exhibit A to the Indenture.

“Conversion Price” has the meaning assigned thereto in Section 1.1 of the Indenture.

“Effective Time” means the time at which the Commission declares any Shelf Registration Statement effective or at which any ShelfRegistration Statement otherwise becomes effective.

“Effectiveness Period” has the meaning assigned thereto in Section 2(b)(i) hereof.

“Effectiveness Target Date” has the meaning assigned thereto in Section 2(a) hereof.

“Election and Questionnaire” means a Selling Securityholder Election and Questionnaire, which shall be substantially in the form of AppendixA hereto.

“Election Holder” has the meaning assigned thereto in Section 3(a)(i) hereof.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commissionpromulgated thereunder.

“Holder” means any person who owns, beneficially or otherwise, any Registrable Security.

“Indenture” means the Indenture, dated as of January 27, 2004, among the Company, the Subsidiary Guarantors and The Bank of New York,as trustee (the “Trustee”), pursuant to which the Securities are to be issued, and as such Indenture is amended, modified or supplemented fromtime to time in accordance with the terms thereof.

“Initial Purchaser” has the meaning assigned thereto in the preamble hereto.

“Interest Payment Date” has the meaning assigned thereto in Section 1.1 of the Indenture.

“Issue Date” means the first date of original issuance of the Securities.

“Majority of Election Holders” has the meaning assigned thereto in Section 3(p) hereof.

“Majority of Holders” means Holders holding more than 50% of the aggregate principal amount of the Securities outstanding; provided, that,for purpose of this definition, a Holder of shares of Common Stock that constitute Registrable Securities shall be deemed to hold an aggregateprincipal amount of Securities (in addition to the principal amount of Securities held by such Holder, if any) equal to the product of (x) the numberof such shares of Common Stock that constitute Registrable Securities held by such Holder and (y) the Conversion Price in effect at the time ofsuch calculation as determined in accordance with the Indenture.

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“New Subsidiary Guarantor” has the meaning assigned thereto in Section 10(b) hereto.

“Person” means an individual, partnership, corporation, trust or unincorporated organization, or a government or agency or politicalsubdivision thereof.

“Prospectus” means the prospectus included in any Shelf Registration Statement, as amended or supplemented by any prospectussupplement and by all other amendments to such prospectus, including all material incorporated by reference in such prospectus and alldocuments filed after the date of such prospectus by the Company under the Exchange Act and incorporated by reference therein.

“Purchase Agreement” has the meaning assigned thereto in the preamble hereto.

“Registrable Securities” means all or any portion of the Securities issued from time to time under the Indenture and all of the shares ofCommon Stock issued upon conversion of such Securities until, in the case of any such securities, the earliest of:

(x) the date on which such security has been registered under the Securities Act and disposed of pursuant to an effective registrationstatement; provided that, if such security is a share of Common Stock issued upon conversion of a Security that has been so registered anddisposed of, the date on which the Security that was converted was registered and disposed of;

(y) the date on which such security is distributed to the public pursuant to Rule 144 under the Securities Act or may be sold ortransferred by a person who is not an Affiliate of the Company pursuant to Rule 144 under the Securities Act (or any other similar provisionthen in force) without any volume or manner of sale restrictions thereunder; and

(z) the date on which such securities cease to be outstanding (whether as a result of repurchase and cancellation, conversion orotherwise).

“Registration Default” has the meaning assigned thereto in Section 7(a) hereof.

“Registration Default Period” has the meaning assigned thereto in Section 7(a) hereof.

“Roll-Up Date” has the meaning assigned thereto in Section 1.1 of the Indenture.

“Securities” has the meaning assigned thereto in the preamble hereto.

“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgatedthereunder.

“Shelf Filing Deadline” has the meaning assigned thereto in Section 2(a) hereof.

“Shelf Registration” means a registration effected pursuant to Section 2 hereof.

“Shelf Registration Statement” means a registration statement filed under the Securities Act by the Company and the Subsidiary Guarantorspursuant to the provisions of Section 2 hereof, providing for the registration of, and the sale on a continuous or delayed basis pursuant to Rule 415under the Securities Act and/or any similar rule that may be adopted by the Commission by the Holders of, all of the Registrable Securities forwhich Holders have properly completed, executed and delivered to the Company an Election and Questionnaire including the Prospectus containedtherein, any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all materialincorporated by reference in such registration statement, and any additional registration statements filed under the Securities Act to permit theregistration and sale of Registrable Securities pursuant to Section 3(a)(ii) hereof.

“Subsidiary Guarantors” has the meaning assigned thereto in the preamble hereto and shall also include any Subsidiary Guarantor’ssuccessor and certain future subsidiaries of the Company which become guarantors under the Indenture.

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“Suspension Period” has the meaning assigned thereto in Section 2(c) hereof.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, or any successor thereto, and the rules, regulations and forms ofthe Commission promulgated thereunder, as in effect on the date the Indenture is qualified thereunder.

“Underwriting Majority” means on any date, Holders holding at least 66 2/3% of the aggregate principal amount of the Securities outstandingon such date; provided, that for the purpose of this definition, a Holder of shares of Common Stock that constitute Registrable Securities whenissued upon conversion of Securities shall be deemed to hold an aggregate principal amount of Securities (in addition to the principal amount ofSecurities held by such Holder, if any) equal to the product of (x) the number of such shares of Common Stock that are Registrable Securities heldby such Holder and (y) the Conversion Price in effect at the time of such calculation as determined in accordance with the Indenture.

“Underwritten Offering” means an offering in which securities of the Company are sold to one or more underwriters for reoffering to the public.

2. Shelf Registration.

(a) The Company and the Subsidiary Guarantors shall, no later than 90 calendar days following the Issue Date (the “Shelf Filing Deadline”),file with the Commission a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to timein accordance with the methods of distribution elected by such Holders and, thereafter, shall use its reasonable best efforts to cause such initialShelf Registration Statement to be declared effective under the Securities Act no later than 180 calendar days following the Issue Date (the“Effectiveness Target Date”); provided, however, that no Holder shall be entitled to be named as a selling securityholder in any Shelf RegistrationStatement as of the date it is declared effective or to use the Prospectus forming a part thereof for offers and resales of Registrable Securitiesunless such Holder is an Election Holder.

(b) Subject to Section 2(c) hereof, the Company and the Subsidiary Guarantors shall use their reasonable best efforts:

(i) to keep any Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions ofSection 3(j) hereof, in order to permit the Prospectus forming a part thereof to be usable by Holders until the earlier of: (1) two years from thelast date of original issuance of any Securities or (2) such shorter period ending on the date that (x) all of the Holders of RegistrableSecurities are able to sell all Registrable Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or anysuccessor rule thereto, (y) all Registrable Securities registered under the Shelf Registration Statements have been sold and (z) allRegistrable Securities have ceased to be outstanding (such period being referred to herein as the “Effectiveness Period”);

(ii) after the Effective Time of the initial Shelf Registration Statement, after the receipt of a properly completed and signed Electionand Questionnaire from any Holder of Registrable Securities that is not then an Election Holder, to take the actions provided for in Section3(a)(ii) hereof; and

The Company shall be deemed not to have used its reasonable best efforts to keep any Shelf Registration Statement effective during theEffectiveness Period if the Company voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not beingable to offer and sell any of such Registrable Securities under such Shelf Registration Statement during that period, unless such action is (A)required by applicable law and the Company thereafter promptly complies with the requirements of Section 3(j) below or (B) permitted pursuant toSection 2(c) below.

(c) After the Effective Time of the initial Shelf Registration Statement, the Company may suspend the use of any Prospectus by writtennotice to the Election Holders for a period or periods not to exceed an aggregate of 45 calendar days in any 90-calendar day period, and not toexceed 120 calendar days in any 360-day period (each such period, a “Suspension Period”) if:

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(i) an event has occurred and is continuing as a result of which the Shelf Registration Statement would, in the Company’s judgment,contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make thestatements therein not misleading; and

(ii) the Company determines in good faith that the disclosure of such event at such time would have a material adverse effect on theCompany and its subsidiaries taken as a whole;

provided, that in the event the disclosure relates to a proposed or pending material business transaction that is previously not disclosed publicly,the disclosure of which would impede the Company’s ability to consummate such transaction, the Company may extend a Suspension Period from45 calendar days to 60 calendar days; provided, however, that any such extension of a Suspension Period shall be included in calculating the 120calendar days referred to above.

3. Registration Procedures.

In connection with the Shelf Registration Statements, the following provisions shall apply:

(a) (i) Not less than 30 calendar days prior to the intended Effective Time of the initial Shelf Registration Statement, the Companyand the Subsidiary Guarantors shall distribute the Election and Questionnaire to the Holders of Registrable Securities. The Company and theSubsidiary Guarantors shall take action to name as a selling securityholder in the initial Shelf Registration Statement at the time of itseffectiveness each Holder that properly completes, executes and delivers an Election and Questionnaire to the Company at the address ofthe Company set forth in the Election and Questionnaire (an “Election Holder”) prior to or on the 20th calendar day after such Holder’s receiptthereof so that such Holder is permitted to deliver the Prospectus forming a part thereof as of such time to purchasers of such Holder’sRegistrable Securities in accordance with applicable law. The Company and the Subsidiary Guarantors shall not be required to take anyaction to name any Holder as a selling securityholder in the initial Shelf Registration Statement at the time of its effectiveness or to enableany Holder to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder has returned a properlycompleted and signed Election and Questionnaire to the Company in a timely manner.

(ii) After the Effective Time of the initial Shelf Registration Statement, the Company and the Subsidiary Guarantors shall, upon thewritten request of any Holder of Registrable Securities that is not then an Election Holder, promptly send an Election and Questionnaire tosuch Holder. After the Effective Time of the initial Shelf Registration Statement, the Company and the Subsidiary Guarantors shall (A) afterthe date that a completed and signed Election and Questionnaire is delivered to the Company, prepare and file with the Commission (x) asupplement to the Prospectus as promptly as practicable or, if required by applicable law, a post-effective amendment to the ShelfRegistration Statement or an additional Shelf Registration Statement as promptly as practicable after the end of each fiscal quarter of theCompany and (y) any other document required by applicable law, so that the Holder delivering such Election and Questionnaire is named asa selling securityholder in a Shelf Registration Statement and is permitted to deliver the Prospectus to purchasers of such Holder’sRegistrable Securities in accordance with applicable law, and (B) if the Company and the Subsidiary Guarantors shall file a post-effectiveamendment to the Shelf Registration Statement, or an additional Shelf Registration Statement, use their reasonable best efforts to causesuch post-effective amendment or such additional Shelf Registration Statement to become effective under the Securities Act as promptly asis practicable.

(iii) After the Effective Time of the initial Shelf Registration Statement, the Company and the Subsidiary Guarantors (including anyNew Subsidiary Guarantor) shall after the date that any subsidiary becomes a New Subsidiary Guarantor (A) prepare and file with theCommission (x) a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement on the date on which suchsubsidiary becomes a New Subsidiary Guarantor and (y) any other document required by applicable law, so that any subsidiary thatbecomes a New Subsidiary Guarantor becomes a registrant under each Shelf Registration Statement, and (B) use their reasonable bestefforts to cause such post-effective amendment or such additional Shelf Registration Statement to become effective under the SecuritiesAct as promptly as is practicable.

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(b) Before filing any Shelf Registration Statement or Prospectus or any amendments or supplements (other than supplements solely for thepurpose of naming one or more Election Holders as selling securityholders) thereto with the Commission, the Company shall furnish to the InitialPurchaser copies of all such documents proposed to be filed and use reasonable best efforts to reflect in each such document when so filed withthe Commission such comments as the Initial Purchaser reasonably shall propose within five Business Days of the delivery of such copies to theInitial Purchaser.

(c) The Company and the Subsidiary Guarantors shall promptly take such action as may be necessary so that (i) each of the ShelfRegistration Statements and any amendment thereto and the Prospectus forming a part thereof and any amendment or supplement thereto (andeach report or other document incorporated therein by reference in each case) complies in all material respects with the Securities Act and theExchange Act, as in effect at any relevant time, (ii) each of the Shelf Registration Statements and any amendment thereto does not, when itbecomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary tomake the statements therein not misleading, and (iii) each of the Prospectus forming a part of any Shelf Registration Statement, and anyamendment or supplement to such Prospectus, in the form delivered to purchasers of the Registrable Securities during the Effectiveness Perioddoes not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in thelight of the circumstances under which they were made, not misleading.

(d) The Company shall promptly give written notice to, in the case of clauses (i) and (ii) below, the Initial Purchaser, and, in the case ofclause (ii) and the remaining clauses below, each Election Holder (which written notice pursuant to clauses (iv)-(vii) hereof shall be accompaniedby an instruction to such Election Holders to suspend the use of the Prospectus until the requisite changes have been made, which written noticeneed not specify the nature of the event giving rise to such suspension):

(i) when the initial Shelf Registration Statement has been filed with the Commission;

(ii) when the initial Shelf Registration Statement has become effective;

(iii) when any Prospectus supplement, additional Shelf Registration Statement or post-effective amendment to a Shelf RegistrationStatement has been filed with the Commission and, with respect to a Shelf Registration Statement or any post-effective amendment, whenthe same has been declared effective by the Commission;

(iv) of any request by the Commission for amendments or supplements to any Shelf Registration Statement or the Prospectusincluded therein or for additional information;

(v) of the issuance by the Commission of any stop order suspending the effectiveness of any Shelf Registration Statement under theSecurities Act or the initiation of any proceedings for such purpose;

(vi) of the receipt by the Company and the Subsidiary Guarantors of any notification with respect to the suspension of thequalification of the securities included in any Shelf Registration Statement for sale in any jurisdiction or the initiation of any proceeding forsuch purpose; and

(vii) of the happening of any event or the existence of any state of facts that requires the making of any changes in any ShelfRegistration Statement or the Prospectus included therein so that, as of such date, such Shelf Registration Statement and Prospectus donot contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to makethe statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.

(e) The Company and the Subsidiary Guarantors shall use their reasonable best efforts to prevent the issuance, and, if issued, to obtainthe withdrawal at the earliest possible time, of any order suspending the effectiveness of any Shelf Registration Statement.

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(f) As promptly as reasonably practicable furnish to the Initial Purchaser and to each Election Holder, upon their written request and withoutcharge, at least one conformed copy of the applicable Shelf Registration Statement and any post-effective amendment thereto, including financialstatements and schedules but excluding all documents incorporated or deemed to be incorporated therein by reference and all exhibits (unlessrequested in writing to the Company by the Initial Purchaser or such Election Holder, as the case may be).

(g) The Company and the Subsidiary Guarantors shall, during the Effectiveness Period, deliver to each Election Holder, without charge, asmany copies of each Prospectus in which the Election Holder is listed as a selling securityholder included in the applicable Shelf RegistrationStatement and any amendment or supplement thereto as such Election Holder may reasonably request; and the Company and the SubsidiaryGuarantors consent (except during a Suspension Period or during the continuance of any event or any other state of facts described in Section3(d)(iv)-(vii) above) to the use of the Prospectus and any amendment or supplement thereto by each of the Election Holders in connection with theoffering and sale of the Registrable Securities covered by the Prospectus and any amendment or supplement thereto during the EffectivenessPeriod.

(h) Prior to any offering of Registrable Securities pursuant to a Shelf Registration Statement, the Company and the Subsidiary Guarantorsshall:

(i) register or qualify or cooperate with the Election Holders or underwriter, if any, and their respective counsel in connection with theregistration or qualification of such Registrable Securities for offer and sale under the securities or “blue sky” laws of such jurisdictions withinthe United States as any Election Holder may reasonably request;

(ii) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers and salesin such jurisdictions for so long as may be necessary during the Effectiveness Period to enable any Election Holder or underwriter, if any, tocomplete its distribution of Registrable Securities pursuant to such Shelf Registration Statement; and

(iii) take any and all other actions necessary or reasonably advisable to enable the offer and sale in such jurisdictions of suchRegistrable Securities;

provided, however, that in no event shall the Company and the Subsidiary Guarantors be obligated to (A) register or qualify as a foreign corporationor as a dealer of securities in any jurisdiction where it would not otherwise be required to so qualify but for this Section 3(h) or (B) subject itself togeneral or unlimited service of process or to taxation in any such jurisdiction if (or to the extent) it is not now so subject.

(i) Unless the Registrable Securities shall be in book-entry only form, the Company and the Subsidiary Guarantors shall cooperate with theElection Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to any ShelfRegistration Statement, which certificates, if so required by any securities market or exchange upon which any Registrable Securities are listed orquoted, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and whichcertificates shall be free of any restrictive legends and in such permitted denominations and registered in such names as Election Holders mayrequest in connection with the sale of Registrable Securities pursuant to such Shelf Registration Statement.

(j) During the Effectiveness Period, upon the occurrence of any fact or event contemplated by Sections 3(d)(iv)-(vii) above, subject toSection 2(c) hereof, the Company and the Subsidiary Guarantors shall promptly, but in any event within five Business Days following suchoccurrence, prepare, file and, in the case of a post-effective amendment, have declared effective a post-effective amendment to any ShelfRegistration Statement, a supplement to the related Prospectus included therein or a report with the Commission pursuant to Section 13(a), 13(c)or 14 of the Exchange Act so that, as thereafter delivered to Election Holders or purchasers of the Registrable Securities, the Prospectus will notcontain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of thecircumstances under which they were made, not misleading, and will otherwise be effective and usable for resale of Registrable Securities duringthe Effectiveness Period. If the Company and the Subsidiary Guarantors notify the Election Holders of the occurrence of any fact or

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event contemplated by Section 3(d)(iv)-(vii) above, the Election Holders shall immediately suspend the use of the Prospectus until the requisitechanges to the Prospectus have been made.

(k) Not later than the Effective Time of a Shelf Registration Statement, the Company and the Subsidiary Guarantors shall obtain a CUSIPnumber for the Securities to be sold pursuant to a Shelf Registration Statement, and provide the Trustee with printed certificates for the Securitiesin a form eligible for deposit with The Depository Trust Company.

(l) The Company and the Subsidiary Guarantors shall make generally available to its securityholders earnings statements satisfying theprovisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year), or such shorterperiod as required by the Securities Act and the Exchange Act, as in effect at any relevant time, commencing on the first day of the first fiscalquarter of the Company commencing after (i) the Effective Time of a Shelf Registration Statement, (ii) the effective date of each post-effectiveamendment to such Shelf Registration Statement, or (iii) the date of each filing by the Company with the Commission of an Annual Report on Form10-K that is incorporated by reference in such Shelf Registration Statement, which statements shall cover such 12-month periods.

(m) Not later than the Effective Time of the initial Shelf Registration Statement, the Company and the Subsidiary Guarantors shall causethe Indenture to be qualified under the Trust Indenture Act; in connection with such qualification, the Company and the Subsidiary Guarantors shallcooperate with the Trustee and the Holders (as defined in the Indenture) of the Securities to effect such changes to the Indenture as may berequired for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and the Company and the SubsidiaryGuarantors shall execute, and shall use its reasonable best efforts to cause the Trustee to execute, all documents that may be required to effectsuch changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timelymanner. In the event that any such amendment or modification referred to in this Section 3(m) involves the appointment of a new trustee under theIndenture, the Company and the Subsidiary Guarantors shall appoint a new trustee thereunder pursuant to the applicable provisions of theIndenture.

(n) The Company and the Subsidiary Guarantors shall enter into such customary agreements (including, if requested, an underwritingagreement) and take all such other actions, if any, reasonably requested in connection therewith in order to expedite or facilitate disposition ofsuch Registrable Securities, including, without limitation, in connection with the effectiveness of the initial Shelf Registration Statement, furnishingto:

(i) each Election Holder, a certificate, dated the date of the Effectiveness Time of the initial Shelf Registration Statement, signed by(x) the Chief Executive Officer or Executive Vice President and (y) the Chief Financial Officer of the Company confirming, as of the datethereof, such matters as such Election Holders may reasonably request in writing; and

(ii) the Board of Directors, customary comfort letter(s), dated the date of the Effectiveness Time of the initial Shelf RegistrationStatement, from the Company’s independent accountants and from any other accountants whose report is contained or incorporated byreference in such Shelf Registration Statement, in the customary form and covering matters of the type customarily covered in comfortletters to underwriters in connection with primary underwritten offerings of securities.

(o) If an underwriting agreement is entered into and the offering is an Underwritten Offering, the Company and the Subsidiary Guarantorsshall:

(i) upon request, furnish to each underwriter, in such substance and scope as they may reasonably request and as are customarilymade by issuers to underwriters in primary underwritten offerings, upon the date of closing of any sale of Registrable Securities in anUnderwritten Offering:

(A) a certificate, dated the date of such closing, signed by (x) the Chief Executive Officer or Executive Vice President and (y)the Chief Financial Officer of the Company and each

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Subsidiary Guarantor confirming, as of the date thereof, such matters as such parties may reasonably request;

(B) opinions, each dated the date of such closing, of counsel to the Company and the Subsidiary Guarantors covering suchmatters as are customarily covered in legal opinions to underwriters in connection with primary underwritten offerings of securities; and

(C) customary comfort letter(s), dated the date of such closing, from the Company’s and the Subsidiary Guarantors’independent accountants and from any other accountants whose report is contained or incorporated by reference in the ShelfRegistration Statement, in the customary form and covering matters of the type customarily covered in comfort letters to underwritersin connection with primary underwritten offerings of securities;

(ii) set forth in full in the underwriting agreement, if any, customary indemnification provisions and procedures; and

(iii) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance withclause (i) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the ElectionHolders pursuant to this Section 3(o).

(p) The Company and the Subsidiary Guarantors shall (i) make reasonably available for inspection by one or more representatives of theselling Holders, designated in writing by a Majority of Holders whose Registrable Securities are included in a Shelf Registration Statement (the“Majority of Election Holders”), any underwriter participating in any disposition pursuant to any Shelf Registration Statement, and any attorney,accountant or other agent retained by such Election Holders or any such underwriter all relevant financial and other records, pertinent corporatedocuments and properties of the Company and its subsidiaries, and (ii) cause the Company’s and the Subsidiary Guarantors’ officers, directors,employees and auditors to supply all relevant information reasonably requested by such Majority of Election Holders or any such underwriter,attorney, accountant or other agent in connection with such Shelf Registration Statement, in each case, as is reasonably necessary to enablesuch persons to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that such personsshall, at the Company’s and the Subsidiary Guarantors’ request, first agree in writing with the Company and the Subsidiary Guarantors that anyinformation that is reasonably and in good faith designated by the Company and the Subsidiary Guarantors in writing as confidential at the time ofdelivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under thisAgreement, unless such disclosure is required by law (including, without limitation, in connection with the disposition of Registrable Securitiespursuant to a Shelf Registration Statement) or is made in connection with a court proceeding, or such records, information or documents becomeavailable to the public generally or lawfully through a third party without an accompanying obligation of confidentiality; and provided, further, that, ifthe foregoing inspection and information gathering would otherwise disrupt the Company’s and the Subsidiary Guarantors’ conduct of theirbusiness, such inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of the Election Holders and theother parties entitled thereto by one counsel designated by such Majority of Election Holders and on behalf of the Election Holders and the otherparties.

(q) If requested by the underwriters in an Underwritten Offering, make appropriate officers of the Company reasonably available to theunderwriters for meetings with prospective purchasers of the Registrable Securities and prepare and present to potential investors customary “roadshow” material in a manner consistent with other new issuances of other securities similar to the Registrable Securities.

(r) The Company will use its reasonable best efforts to cause the Common Stock issuable upon conversion of the Securities to be listedon the Nasdaq National Market or listed or quoted on the other market or stock exchange on which the Common Stock primarily trades on or priorto the Effective Time of each Shelf Registration Statement hereunder.

(s) The Company will cooperate and assist in any filings or by taking any other actions required to be made or taken with or by NationalAssociation of Securities Dealers, Inc.

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(t) The Company will use its reasonable best efforts to take all other steps necessary to effect the registration, offering and sale of theRegistrable Securities covered by each Shelf Registration Statement contemplated hereby.

4. Registration Expenses.

The Company and the Subsidiary Guarantors shall bear all fees and expenses incurred in connection with the performance by the Companyand the Subsidiary Guarantors of their obligations under Sections 2 and 3 of this Agreement, whether or not any Shelf Registration Statement isdeclared effective. Such fees and expenses shall include, without limitation:

(i) all registration and filing fees and expenses (including, without limitation, fees and expenses (x) with respect to filings required tobe made with the National Association of Securities Dealers, Inc. and (y) of compliance with federal and state securities or Blue Sky laws tothe extent such filings or compliance are required pursuant to this Agreement (including, without limitation, reasonable fees anddisbursements of the counsel specified in the next sentence in connection with Blue Sky qualifications or exemptions of the RegistrableSecurities under the laws of such jurisdictions as the Majority of Election Holders may designate));

(ii) all expenses of printing (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligiblefor deposit with The Depository Trust Company), duplication relating to copies of any Shelf Registration Statement or Prospectus deliveredto any Holders hereunder, messenger and delivery services and telephone;

(iii) all fees and expenses incurred in connection with the listing of the Common Stock issuable upon conversion of the Securities onany securities exchange on which similar securities of the Company are then listed;

(iv) all fees and disbursements of counsel for the Company and the Subsidiary Guarantors;

(v) all fees and disbursements of independent certified public accountants or auditors of the Company and the Subsidiary Guarantors(including the expenses of any special audit and comfort letters required by or incident to such performance); and

(vi) all reasonable fees and disbursements of the Trustee and its counsel and of the registrar and transfer agent for the CommonStock.

In addition, the Company and the Subsidiary Guarantors shall bear or reimburse the Election Holders for the reasonable fees anddisbursements of one counsel (up to $10,000) for the Holders, which shall initially be counsel to the Initial Purchaser, but which may, upon thewritten consent of the Company and the Subsidiary Guarantors (such consent shall not be unreasonably withheld), be another nationallyrecognized law firm experienced in securities law matters designated by the Initial Purchaser; provided, that the $10,000 maximum on fees anddisbursements of counsel shall not apply in the event of an Underwritten Offering. The selling commissions including any underwriting discountsand commissions, shall be borne by the selling Election Holders.

In addition, the Company and the Subsidiary Guarantors shall pay the internal expenses of the Company and the Subsidiary Guarantors(including, without limitation, all salaries and expenses of officers and employees performing legal or accounting duties), the expense of anyannual audit and the fees and expenses of any person, including special experts, retained by the Company and the Subsidiary Guarantors.

5. Indemnification and Contribution.

(a) Indemnification by the Company and each Subsidiary Guarantor. The Company and each Subsidiary Guarantor, jointly and severally,shall indemnify and hold harmless each Holder, such Holder’s officers, directors, partners and employees and each person, if any, who controlssuch Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses,claims, damages,

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liabilities and expenses whatsoever as incurred (including, but not limited to, reasonable attorneys’ fees and any and all reasonable expenseswhatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim made whatsoever, andany and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under theSecurities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof)arise out of, or are based upon:

(i) any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement or anyamendment thereto or any related preliminary prospectus or the Prospectus or any amendment thereto or supplement thereof; or

(ii) the omission or alleged omission to state in the Shelf Registration Statement or any amendment thereto or any relatedpreliminary prospectus or the Prospectus or any amendment thereto or supplement thereof any material fact required to be stated therein ornecessary to make the statements therein (in the case of any related preliminary prospectus or the Prospectus or any amendment thereto orsupplement thereof, in light of the circumstances under which they were made) not misleading;

provided, however, that the Company and each Subsidiary Guarantor shall not be liable to any such indemnified party in any such case to theextent, but only to the extent, that any such loss, claim, damage, liability or expense arises out of, or is based upon, any such untrue statement oralleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to theCompany by or on behalf of such indemnified party expressly for use therein; and provided, further, that the foregoing indemnity agreement withrespect to any preliminary prospectus shall not inure to the benefit of any Holder who failed to deliver a Prospectus (as then amended orsupplemented, provided by the Company to the Holders in the requisite quantity and on a timely basis to permit proper delivery on or prior toresale) to the person asserting any loss, claim, damage, liability or expense caused by the untrue statement or alleged untrue statement of amaterial fact contained in any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact necessary tomake the statements therein, in light of the circumstances under which they were made, not misleading, if such material misstatement or omissionor alleged material misstatement or omission was cured, as determined by a court of competent jurisdiction, in such Prospectus and suchProspectus was required by law to be delivered at or prior to the written confirmation of the resale of such Registrable Securities to such person.The foregoing indemnity agreement is in addition to any liability that the Company and each Subsidiary Guarantor may otherwise have to anyindemnified party. The Company and each Subsidiary Guarantor also shall indemnify underwriters, their directors and officers and each person whocontrols such underwriters within the meaning of the Securities Act or Exchange Act substantially to the same extent as provided above withrespect to the indemnification of Holders if requested by such Holders.

(b) Indemnification by the Holders. Each Holder, severally and not jointly, shall indemnify and hold harmless the Company, the SubsidiaryGuarantors, the officers, directors and employees of the Company and each Subsidiary Guarantor and each person, if any, who controls theCompany or any Subsidiary Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and againstany and all losses, claims, damages, liabilities and expenses whatsoever as incurred (including, but not limited to, reasonable attorneys’ fees andany and all reasonable expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, orany claim made whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of themmay become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (oraction in respect thereof) arise out of, or are based upon:

(i) any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement or anyamendment thereto or any related preliminary prospectus or the Prospectus or any amendment thereto or supplement thereof; or

(ii) the omission or alleged omission to state in the Shelf Registration Statement or any amendment thereto or any related preliminaryprospectus or the Prospectus or any amendment thereto or supplement thereof any material fact required to be stated therein or necessaryto make the statements

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therein (in the case of any related preliminary prospectus or the Prospectus or any amendment thereto or supplement thereof, in light of thecircumstances under which they were made) not misleading,

in each case to the extent, but only to the extent, that any such loss, claim, damage, liability or expense arises out of or is based upon any untruestatement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written informationpertaining to such Holder and furnished to the Company by or on behalf of such Holder expressly for use therein. The foregoing indemnityagreement is in addition to any liability that any Holder may otherwise have to any indemnified party.

(c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of any claim or thecommencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under suchsubsection, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notifythe indemnifying party shall not relieve it from any liability that it may have under this Section 5, except to the extent, but only to the extent, that ithas been materially prejudiced (including the forfeiture of important rights and defenses). If any such claim or action is brought against anyindemnified party, and it notifies the indemnifying party thereof, the indemnifying party will be entitled to participate, at its own expense in thedefense of such action, and to the extent it may elect by written notice delivered to such indemnified party promptly after receiving the aforesaidnotice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided,however, that counsel to the indemnifying party shall not (except with the written consent of the indemnified party) also be counsel to theindemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel (but, in anycase, only one counsel for all indemnified parties) in any such case, but the fees and expenses of such counsel shall be at the expense of suchindemnified party or parties unless:

(i) the employment of such counsel has been authorized in writing by the indemnifying party;

(ii) such indemnifying party shall not have employed counsel to take charge of the defense of such action within a reasonable timeafter written notice thereof;

(iii) the indemnifying party does not diligently defend the action after assumption of the defense; or

(iv) such indemnified party shall have reasonably concluded that the representation of such indemnified party by the same counselrepresenting the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potentialdiffering interests between them or where there may be one or more defenses reasonably available to such indemnified party that aredifferent from, additional to or in conflict with those available to the indemnifying party, and in any such event the fees and expenses of suchseparate counsel shall be paid by the indemnifying party as incurred.

The indemnified parties agree that if there are multiple claims against an indemnifying party that are substantially similar, such parties shall, to theextent practicable, consolidate such claims into one legal proceeding If an indemnifying party has assumed the defense of an action pursuant tothis paragraph (c), such indemnifying party shall not be liable for any settlement of any claim or action effected without its written consent, whichconsent may not be unreasonably withheld. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested anindemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by paragraph (a) or (b) (and as permittedby paragraph (c)) of this Section 5, then the indemnifying party agrees that it shall be liable for any settlement of the related proceeding effectedwithout its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request,(ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlementand (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle, including the proposedterms of such settlement. No indemnifying party shall, without the prior written consent of the indemnified parties (which consent shall not beunreasonably withheld or delayed), effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending orthreatened claim, investigation, action or proceeding in respect of which indemnity or

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contribution may be or could have been sought by an indemnified party under this Section 5 (whether or not the indemnified party or parties areactual or potential parties thereto) unless (x) such settlement, compromise or judgment (i) includes an unconditional release of such indemnifiedparty from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to or an admission of fault,culpability or any unlawful failure to act by or on behalf of such indemnified party and (y) the indemnifying party confirms in writing itsindemnification obligations hereunder with respect to such settlement, compromise or judgment.

(d) Contribution. If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified partyunder subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as aresult of the losses, claims, damages, liabilities and expenses referred to in subsection (a) or (b) above:

(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, on the other hand, from the registration and sale of the Registrable Securities pursuant to the Shelf RegistrationStatement; or

(ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate toreflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the onehand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages,liabilities or expenses as well as any other relevant equitable considerations.

The relative benefits received by the Company and the Subsidiary Guarantors, on the one hand, and a Holder, on the other hand, shall be deemedto be in the same proportion as (i) the total proceeds from the offering of the Securities purchased under the Purchase Agreement (net of discountsbut before deducting expenses) received by the Company bear to (ii) the excess of the gross proceeds received by such Holder with respect to itsresale of Registrable Securities over the price paid by such Holder in its purchase of such Registrable Securities. The relative fault of theCompany and the Subsidiary Guarantors, on the one hand, and of a Holder, on the other hand, shall be determined by reference to, among otherthings, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates toinformation supplied by the Company and the Subsidiary Guarantors or such Holder and the parties’ relative intent, knowledge, access toinformation and opportunity to correct or prevent such statement or omission. The Company, the Subsidiary Guarantors and the Holders agree thatit would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method ofallocation which does not take account of the equitable considerations referred to above. The aggregate amount paid as a result of the losses,claims, damages, liabilities or expenses incurred by an indemnified party and referred to in the first sentence of this subsection (d) shall bedeemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing ordefending against any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), (i) in nocase shall any Holder be required to contribute any amount in excess of the amount by which the gross proceeds received by such Holder from itssale of Registrable Securities pursuant to the Shelf Registration Statement exceeds the amount of damages that such Holder has otherwise beenrequired to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (ii) no person guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty ofsuch fraudulent misrepresentation. For purposes of this Section 5(d), each person, if any, who controls a Holder within the meaning of theSecurities Act or the Exchange Act shall have the same rights to contribution as such Holder and each person, if any, who controls the Companyor any Subsidiary Guarantor within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as theCompany and the Subsidiary Guarantors. The Holders’ respective obligations to contribute pursuant to this Section 5 are several in proportion tothe respective amount of Registrable Securities they have sold pursuant to a Registration Statement and not joint. The remedies provided for inthis Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any indemnified party at law or inequity.

(e) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i)any termination of this Agreement, or (ii) any investigation made by or on behalf of any indemnified party.

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6. 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 suchRegistrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished theCompany with a properly completed and signed Election and Questionnaire (including the information required to be included in such Election andQuestionnaire) and the information set forth in the next sentence. Each Election Holder agrees promptly to furnish to the Company all informationrequired to be disclosed in order to make the information previously furnished to the Company by such Election Holder correct and not misleadingand any other information regarding such Election Holder and the distribution of such Registrable Securities as the Company may from time totime reasonably request. Any sale of any Registrable Securities by any Election Holder shall constitute a representation and warranty by suchElection Holder that (x) the information relating to such Election Holder and its plan of distribution is as set forth in the Prospectus delivered bysuch Election Holder in connection with such disposition, (y) such Prospectus does not as of the time of such sale contain any untrue statementof a material fact relating to or provided by such Election Holder or its plan of distribution and (z) such Prospectus does not as of the time of suchsale omit to state any material fact relating to or provided by such Election Holder or its plan of distribution necessary in order to make thestatements in such Prospectus, in light of the circumstances under which they were made, not misleading.

7. Additional Interest.

(a) If:

(i) on or prior to the Shelf Filing Deadline, a Shelf Registration Statement has not been filed with the Commission;

(ii) on or prior to the Effectiveness Target Date, the initial Shelf Registration Statement has not been declared effective by theCommission (and include, without limitation, any information with respect to an Election Holder that has properly completed, executed anddelivered an Election and Questionnaire prior to or on the 20th calendar day after such Holder’s receipt thereof that is required so that suchHolder is named as a selling securityholder in the initial Shelf Registration Statement and is permitted to deliver the Prospectus forming apart thereof to purchasers of such Holder’s Registrable Securities);

(iii) after the Effective Time of any Shelf Registration Statement, such Shelf Registration Statement ceases to be effective or usablefor the offer and sale of Registrable Securities (other than due to a Suspension Period), and the Company and the Subsidiary Guarantors failto file and, in the case of a post-effective amendment, have declared effective, within five Business Days, a post-effective amendment tosuch Shelf Registration Statement, a supplement to the Prospectus contained therein or a report with the Commission pursuant to Section13(a), 13(c) or 14 of the Exchange Act to make such Shelf Registration Statement effective or such Prospectus usable;

(iv) prior to or on the 45th calendar day or 60th calendar day, as the case may be, of any Suspension Period, such suspension hasnot been terminated, or Suspension Periods exceed an aggregate of 120 calendar days in any 360-calendar day period; or

(v) the Company and the Subsidiary Guarantors shall have failed to timely comply with any of its obligations set forth in Section 3(a)(ii) hereof

(each such event referred to in clauses (i) through (v), a “Registration Default”), the Company and the Subsidiary Guarantors shall be required topay additional interest (“Additional Interest”), from and including the day following such Registration Default to but excluding the earlier of (x) theday on which such Registration Default is cured and (y) the date the Shelf Registration Statement is no longer required to be kept effective (the“Registration Default Period”), at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount of theRegistrable Securities that are Securities to and including the 90th calendar day following such Registration Default, and one-half of one percent(0.5%) thereof from and after the 91st calendar day following such Registration Default. In the event any Registrable Securities that are Securitiesare converted into shares of Common Stock during a Registration Default Period, in lieu of Additional Interest, the Company and the SubsidiaryGuarantors will

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deliver to each Holder converting during the Registration Default Period, with respect to the portion of the conversion obligation the Companysettles in Common Stock, 103% of the number of shares of Common Stock the Holder would have otherwise received upon conversion(“Additional Shares”).

(b) Any amounts to be paid as Additional Interest pursuant to Section 7(a) hereof shall be paid in cash semi-annually in arrears, with thefirst semi-annual payment due on the first Interest Payment Date following the date on which such Additional Interest began to accrue, to theHolders in whose name the Securities are registered at the close of business on January 15 or July 15, whether or not a Business Day,immediately preceding the relevant Interest Payment Date. Such Additional Interest shall be calculated and paid in the same manner as interest ispaid under the Indenture in respect of the Notes

(c) Except as provided in Section 10(a) hereof, the Additional Interest or Additional Shares, as the case may be, as set forth in thisSection 7 shall be the exclusive remedy available to the Holders of Registrable Securities for any Registration Default. In no event shall theCompany be required to pay Additional Interest in excess of a rate per annum equal to one-quarter of one percent (0.25%) of the principal amountof the Registrable Securities that are Securities to and including the 90th calendar day following such Registration Default, and a rate per annumequal to one-half of one percent (0.5%) thereof from and after the 91st calendar day following such Registration Default, as set forth in Section7(a), regardless of whether one or multiple Registration Defaults exist. All obligations of the Company set forth in this Section 7 that areoutstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time asall such obligations with respect to such Registrable Security shall have been satisfied in full. Each Registration Default will constitute aRegistration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company orpursuant to operation of law or as a result of any action or inaction by the Commission.

8. Rule 144A.

In the event the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company hereby agrees with each Holder, for solong as any Registrable Securities remain outstanding, to make available to any Holder in connection with any sale thereof and any prospectivepurchaser of such Registrable Securities from such Holder, the information required by Rule 144A(d)(4) under the Securities Act in order to permitresales of such Registrable Securities pursuant to Rule 144A.

9. Underwritten Offerings.

(a) An Underwriting Majority may, by written notice to the Company, sell its Registrable Securities in an Underwritten Offering pursuant toany Shelf Registration Statement; provided, that no Underwritten Offering shall occur without the prior agreement of the Company.

(b) No Holder may participate in any Underwritten Offering hereunder unless such Holder:

(i) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by themajority of the Holders (calculated in the same manner as an Underwriting Majority ) participating in such Underwritten Offering (the“Participating Majority”); and

(ii) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up lettersand other documents required under the terms of such underwriting arrangements.

(c) In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer theoffering will be selected by the Participating Majority to be included in such Underwriting Offering; provided, that such investment bankers andmanagers must be reasonably satisfactory to the Company.

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10. Miscellaneous.

(a) Specific Performance. The parties hereto acknowledge that there would be no adequate remedy at law if the Company and theSubsidiary Guarantors fail to perform their obligations hereunder and that the Initial Purchaser and the Holders from time to time may be irreparablyharmed by any such failure, and accordingly agree that the Initial Purchaser and such Holders, in addition to any other remedy to which they maybe entitled at law or in equity and without limiting the remedies available to the Election Holders under Section 7 hereof, shall be entitled to compelspecific performance of the obligations of the Company and the Subsidiary Guarantors under this Agreement in accordance with the terms andconditions of this Agreement, in any court of the United States or any State thereof having jurisdiction.

(b) Amendments and Waivers. Except as provided in the next three sentences, this Agreement, including this Section 10(b), may beamended, modified or supplemented and waivers or consents to departures from the provisions hereof may be given, only by a written instrumentduly executed by the Company, the Subsidiary Guarantors and a Majority of Holders. In the event of a merger or consolidation or sale,assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company and itssubsidiaries on a consolidated basis, the Company and the Subsidiary Guarantors shall procure the assumption of its obligations under thisAgreement (which it is understood and agreed shall include the registration of any other Applicable Stock on substantially the same terms asprovided for the registration of the Common Stock) by the Person (if other than the Company) formed by such consolidation or into which theCompany and the Subsidiary Guarantors are merged or the Person who acquires by sale, assignment, conveyance, transfer, lease or otherdisposition all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis and this Agreementmay be amended, modified or supplemented without the consent of any Holders to provide for such assumption of the Company’s and theSubsidiary Guarantors’ obligations hereunder (including the registration of any other Applicable Stock). Without the consent of any Holders, afterthe date hereof, on the date that any Subsidiary of the Company becomes a Guarantor under the Indenture, the Company shall cause suchSubsidiary to become a party hereto (a “New Subsidiary Guarantor”) by executing a supplemental agreement hereto and delivering the same to theTrustee on behalf of the Holders. Without the consent of each Holder of Securities, no amendment or modification may change the provisionsrelating to the payment of Additional Interest or the requirement to issue additional shares of Common Stock during a Registration Default Period.

Each Holder of Registrable Securities outstanding at the time of any amendment, modification, supplement, waiver or consent or thereaftershall be bound by any amendment, modification, supplement, waiver or consent effected pursuant to this Section 10(b), whether or not any notice,writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Securities or is delivered tosuch Holder.

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

(x) if to a Holder of Registrable Securities, at the most current address given by such Holder to the Company;

(y) if to the Company, to:

Comtech Telecommunications Corp.105 Baylis RoadMelville, New York 11747Attention: Robert G. RouseFacsimile: (631) 777-8877

with a copy (that shall not constitute notice) to:

Proskauer Rose LLP1585 Broadway

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New York, New York 10036Attention: Robert A. Cantone

Facsimile: (212) 969-2900

and

(z) if to the Initial Purchaser, to:

Bear, Stearns & Co. Inc.383 Madison AvenueNew York, New York 10179Attention: Stephen ParishFacsimile: (212) 272-3485

or to such other address as such person may have furnished to the other persons identified in this Section 10(c) in writing in accordance herewith.

(d) Parties in Interest. The parties to this Agreement intend that all Holders of Registrable Securities shall be entitled to receive thebenefits of this Agreement and that any Election Holder shall be bound by the terms and provisions of this Agreement by reason of such electionwith respect to the Registrable Securities that are included in a Shelf Registration Statement. All the terms and provisions of this Agreement shallbe binding upon, shall inure to the benefit of and shall be enforceable by, the respective successors and assigns of the parties hereto and anyHolder from time to time of the Registrable Securities to the aforesaid extent. In the event that any transferee of any Holder of RegistrableSecurities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transfereeshall, without any further writing or action of any kind, be entitled to receive the benefits of and, if an Election Holder, be conclusively deemed tohave agreed to be bound by and to perform all of the terms and provisions of this Agreement to the aforesaid extent.

(e) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, eachof which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaninghereof.

(g) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

(h) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, isheld invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every otherrespect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights andprivileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

(i) Survival. The respective indemnities, agreements, representations, warranties and other provisions set forth in this Agreement or madepursuant hereto shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or onbehalf of any Election Holder, any director, officer or partner of such Election Holder, any agent or underwriter, any director, officer or partner ofsuch agent or underwriter, or any controlling person of any of the foregoing, and shall survive the transfer and registration of the RegistrableSecurities of such Election Holder.

(j) Securities Held by the Company or any Subsidiary Guarantor. Whenever the consent or approval of Holders of a specified percentage ofprincipal amount of Securities is required hereunder, Securities held by the Company or its Affiliates (other than subsequent Holders of Securitiesif such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities) shall not be counted in determiningwhether such consent or approval was given by the Holders of such required percentage.

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Please confirm that the foregoing correctly sets forth the agreement between the Company, the Subsidiary Guarantors and you.

Very truly yours,

COMTECH TELECOMMUNICATIONS CORP.

By: Name: Title:

COMTECH ANTENNA SYSTEMS, INC.

By: Name: Title:

COMTECH EF DATA CORP.

By: Name: Title:

COMTECH SYSTEMS, INC.

By: Name: Title:

COMTECH AHA CORPORATION

By: Name: Title:

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COMTECH VIPERSAT NETWORKS INC.

By: Name: Title:

COMTECH PST CORP.

By: Name: Title:

COMTECH MOBILE DATACOM CORP.

By: Name: Title:

Accepted as of the date hereof:

BEAR, STEARNS & CO. INC.

By: Name: Title:

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APPENDIX A

COMTECH TELECOMMUNICATIONS CORP.

FORM OF NOTICE OF REGISTRATION STATEMENT ANDSELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE

Notice

Comtech Telecommunications Corp. (the “Company”) has filed, or intends shortly to file, with the Securities and Exchange Commission (the“Commission”) a registration statement on Form S-3 or such other Form as may be available (the “Shelf Registration Statement”) for theregistration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 2.0% Convertible SeniorNotes due 2024 (CUSIP No. 205826AC4) (the “Notes”), and common stock, par value $0.10 per share, issuable upon conversion thereof (the “Shares” and together with theNotes, the “Transfer Restricted Securities”) in accordance with the terms of the Registration Rights Agreement, dated as of January 27, 2004 (the“Registration Rights Agreement”) between the Company and Bear, Stearns & Co. Inc. A copy of the Registration Rights Agreement is availablefrom the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement.

To sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner ofTransfer Restricted Securities generally will be required to be named as a Selling Securityholder in the related Prospectus, deliver a Prospectus topurchasers of Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by those provisionsof the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as describedbelow). To be included in the Shelf Registration Statement, this Election and Questionnaire must be completed, executed and delivered to theCompany at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Election andQuestionnaire Deadline”). Beneficial Owners that do not complete this Election and Questionnaire and deliver it to the Company prior tothe Election and Questionnaire Deadline as provided below will not be named as Selling Securityholders in the Shelf RegistrationStatement at the time it is declared effective and, therefore, will not be permitted to sell any Transfer Restricted Securities pursuant to theShelf Registration Statement until we prepare and file a prospectus supplement or, if required, a post-effective amendment to the ShelfRegistration Statement or an additional Shelf Registration Statement.

Certain legal consequences arise from being named as a Selling Securityholder in the Shelf Registration Statement and the relatedProspectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counselregarding the consequences of being named or not being named as a Selling Securityholder in the Shelf Registration Statement and the relatedProspectus.

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ELECTION

The undersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Prospectus forming apart of the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item III (unless otherwisespecified under Item III). The undersigned, by signing and returning this Election and Questionnaire, understands that it will be bound with respectto such Transfer Restricted Securities by the terms and conditions of this Election and Questionnaire and the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the initial purchaser,the guarantors, the Company, and each person, if any, who controls any such parties within the meaning of either Section 15 of the Securities Actor Section 20 of the Exchange Act, and each of their respective directors, officers, employees, representatives and agents, from and againstcertain losses arising in connection with statements concerning the Selling Securityholder made in the Shelf Registration Statement or the relatedProspectus, or any amendment or supplement thereto or any state securities or “Blue Sky” applications in reliance upon the information provided inthis Election and Questionnaire.

The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information isaccurate and complete:

QUESTIONNAIRE

I. A. Full legal name of Selling Securityholder:

B. Full legal name of registered holder (if not the same as (A) above) through which Transfer Restricted Securities listed in Item III are held:

C. Is the Selling Securityholder an SEC-reporting company? If so, list below the individual or individuals who exercise dispositive powers withrespect to the Notes, and the voting and/or dispositive powers with respect to the Shares.

D. Full legal name of DTC participant (if applicable and if not the same as (B) above) through which Transfer Restricted Securities listed in ItemIII are held:

E. Are you a broker-dealer registered pursuant to Section 15 of the Exchange Act? (Please answer “Yes” or “No.”)

F. If your response to (E) above is “No,” are you an “affiliate” of a broker-dealer registered pursuant to Section 15 of the Exchange Act? (Pleaseanswer “Yes” or “No.”) For the purposes of this item (F), an “affiliate” of a registered broker-dealer shall include any company that directly, orindirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such broker-dealer, and does notinclude any of the individuals employed by such broker-dealer or its affiliates.

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II. Address for notices to Selling Securityholders:

Telephone:________________

Fax:_____________________

Contact Person: –––––––––

III. Beneficial ownership of Transfer Restricted Securities:

A. Type of Transfer Restricted Securities beneficially owned, and principal amount of Notes or number of shares of Common Stock, as the casemay be, beneficially owned:

B. CUSIP No(s). of such Transfer Restricted Securities beneficially owned:

IV. Beneficial ownership of the Company’s securities owned by the Selling Securityholder:

EXCEPT AS SET FORTH BELOW IN THIS ITEM IV, THE UNDERSIGNED IS NOT THE BENEFICIAL OR REGISTERED OWNER OFANY SECURITIES OF THE COMPANY OTHER THAN THE TRANSFER RESTRICTED SECURITIES LISTED ABOVE IN ITEM III (“OtherSecurities”).

A. Type and amount of Other Securities beneficially owned by the Selling Securityholder:

B. CUSIP No(s). of such Other Securities beneficially owned:

V. Relationship with the Company

A. Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (5% or more) has heldany position or office or has had any other material relationship with the Company (or their predecessors or affiliates) during the past three years.

State any exception here:

B. If the Selling Securityholder is a registered broker-dealer, except as set forth below, (i) neither the undersigned nor any of its affiliates haspurchased the Transfer Restricted Securities other than in the ordinary course of business, and (ii) at the time of the purchase of the TransferRestricted Securities to be registered, there was no agreement or understanding, written or otherwise, with any person to distribute any suchTransfer Restricted Securities.

State any exception here:

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VI. Plan of Distribution:

Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listedabove in Item III pursuant to the Shelf Registration Statement only as follows (if at all). Such Transfer Restricted Securities may be sold from timeto time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Transfer Restricted Securities are soldthrough underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent’scommissions. Such Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the timeof sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involvecrosses or block transactions):

1. on any national securities exchange or quotation service on which the Transfer Restricted Securities may be listed or quoted at thetime of sale;

2. in the over-the-counter market;

3. in transactions otherwise than on such exchanges or services or in the over-the-counter market; or

4. through the writing of options.

In connection with sales of the Transfer Restricted Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities and deliver Transfer Restricted Securities to close out suchshort positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities. State any exceptions here:

Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Transfer Restricted Securities without the prioragreement of the Company.

We advise each Selling Securityholder of the following Interpretation A.65 of the July 1997 SEC Manual of Publicly Available TelephoneInterpretations regarding short selling:

“An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the sellingshareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date.The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlyingthe short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares wereeffectively sold prior to the effective date.”

By returning this Supplemental Questionnaire, the Selling Securityholder will be deemed to be aware of the foregoing interpretation.

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees it will comply, with theprospectus delivery requirements and other provisions of the Securities Act and the Exchange Act and the respective rules and regulationspromulgated thereunder, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of TransferRestricted Securities pursuant to the Shelf Registration Statement.

If the Selling Securityholder transfers all or any portion of the Transfer Restricted Securities listed in Item III above after the date on whichsuch information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rightsand obligations under this Election and Questionnaire and the Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items I throughVI above and the inclusion of such information in the Shelf Registration

II-C-23

Statement and, the related Prospectus and any state securities or “Blue Sky” applications. The Selling Securityholder understands that suchinformation will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement, the relatedProspectus and any state securities or “Blue Sky” applications.

In accordance with the Selling Securityholder’s obligation under the Registration Rights Agreement to provide such information as may berequired by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of anyinaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf RegistrationStatement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address setforth below.

Once this Election and Questionnaire is executed by the Selling Securityholders and received by the Company, the terms of this Electionand Questionnaire and the representations and warranties contained herein shall be binding on, shall inure to the benefit of and shall beenforceable by the respective successors heirs, personal representatives and assigns of the Company and the Selling Securityholder with respectto the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item III above. This Election andQuestionnaire shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts-of-lawsprovisions thereof.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Election and Questionnaire to be executed anddelivered either in person or by its authorized agent.

Dated:

Beneficial Owner

By:

Name:Title:

Please return the completed and executed Election and Questionnaire for receipt PRIOR TO OR ON THE 20TH CALENDAR DAY FROMRECEIPT HEREOF to:

Comtech Telecommunications Corp.105 Baylis RoadMelville, NY 11747Attention: Gail Segui

with a copy to:

Proskauer Rose LLP1585 BroadwayNew York, NY 10036Attention: Robert A. Cantone, Esq.

II-C-24

Exhibit 1 To Annex A

Notice To Transfer Pursuant

To Registration Statement

Comtech Telecommunications Corp.105 Baylis RoadMelville, NY 11747

Re: Comtech Telecommunications Corp. (the “Company”)2.0% Convertible Senior Notes due 2024 (the “Notes”)

To Whom It May Concern:

Please be advised that has transferred $ aggregate principal amount of the above-referenced Notes or shares of the Company’s commonstock issued on conversion of Notes, pursuant to the Registration Statement on Form S-3 (File No. 333-) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied withrespect to the transfer described above and that the above named beneficial owner of the Notes or common stock is named as a sellingsecurityholder in the prospectus dated , or in amendments or supplements thereto, and that the aggregate principal amount of the Notes ornumber of shares of common stock transferred are [all or a portion of] the Notes or common stock listed in such prospectus, as amended orsupplemented, opposite such owner’s name.

Very truly yours, [name]

By: (Authorized Signature) Dated:

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EXHIBIT 5.1

OPINION AND CONSENT OF PROSKAUER ROSE LLP

[PROSKAUER ROSE LLP LETTERHEAD]

April 6, 2004

Board of Directors ofComtech Telecommunications Corp.105 Baylis RoadMelville, New York 11747

Gentlemen:

You have requested our opinion in connection with the filing by Comtech Telecommunications Corp., a Delaware corporation (the “Company”), withthe Securities and Exchange Commission of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933(the “Securities Act”) relating to the registration of an aggregate principal amount of $105,000,000 of 2.0% Convertible Senior Notes due 2024 ofthe Company (the “Notes”), 2,222,220 shares of common stock, par value $.10 per share, of the Company issuable upon conversion of the Notes(the “Conversion Shares”), and the guarantees of the Company’s current consolidated subsidiaries underlying the Notes (the “Guarantees”) to beoffered and sold by certain selling securityholders listed in the Registration Statement (the “Selling Securityholders”).

We have participated in the preparation of the Registration Statement, and have examined such records, documents and other instruments as wehave deemed relevant, and have discussed with representatives of the Company and such other persons such questions of fact, as we havedeemed proper and necessary as a basis for rendering this opinion. We have also assumed without investigation the authenticity of any documentsubmitted to us as an original, the conformity to originals of any document submitted to us as a copy, the authenticity of the originals of suchlatter documents, the genuineness of all signatures and the legal capacity of natural persons signing such documents.

Based on the foregoing, and in reliance thereon, we are of the opinion that (1) the Notes, when sold by the Selling Securityholders in the numberdescribed in the Registration Statement, will be legally and validly issued and will represent binding obligations of the Company and (2) theConversion Shares, when sold by the Selling Securityholders in the manner described in the Registration Statement, will be validly issued, fullypaid and non-assessable.

We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York, the General Corporation Law of the State ofDelaware, and the laws of the United States of America.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “LegalMatters” in the prospectus contained in the Registration Statement. In so doing, we do not admit that we are in the category of persons whoseconsent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours,

/s/ PROSKAUER ROSE LLP Proskauer Rose LLP

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EXHIBIT 12.1

RATIO OF EARNINGS TO FIXED CHARGES

Set forth below is information concerning our ratio of earnings to fixed charges on a consolidated basis for the periods indicated. This ratioshows the extent to which our business generates enough earnings after the payment of all expenses other than interest to make the requiredinterest payments on the notes.

For purposes of computing the ratios of earnings to fixed charges, “earnings” consist of income from continuing operations before incometaxes and fixed charges. “Fixed charges” consist of interest on all indebtedness and an interest factor attributable to rentals.

Years Ended July 31,

Six MonthsEnded

January31,

2004

1999 2000 2001 2002 2003 (unaudited) (In thousands, except for ratios)

Fixed Charges:

Interest expense, including amortization of debt issuance costs $ 204 $ 381 $ 4,015 $3,061 $ 2,803 $ 75

Portion of rental expense deemed to represent interest 100 158 574 793 852 495

Total fixed charges $ 304 $ 539 $ 4,589 $3,854 $ 3,655 $ 570

Earnings:

Income (loss) from continuing operations before income taxes $2,727 $(3,719) $10,602 $ 780 $14,278 $16,155

Fixed charges 304 539 4,589 3,854 3,655 570

Total earnings (loss) for computation of ratio $3,031 $(3,180) $15,191 $4,634 $17,933 $16,725

Ratio of earnings to fixed charges 10.0 – 3.3 1.2 4.9 29.3

The pre-tax loss from continuing operations for the year ended July 31, 2000 was not sufficient to cover fixed charges by a total ofapproximately $3.7 million. As a result, the ratio of earnings to fixed charges has not been computed for this period.

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EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

[KPMG LOGO]

To the Board of DirectorsComtech Telecommunications Corp.:

We consent to the use of our report dated September 18, 2003 with respect to the consolidated balance sheets of Comtech TelecommunicationsCorp. and subsidiaries as of July 31, 2003 and 2002, and the related consolidated statements of operations, stockholders’ equity and cash flowsfor each of the years in the three-year period ended July 31, 2003 and the related consolidated financial statement schedule, incorporated byreference herein, and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP KPMG LLP

Melville, New YorkApril 6, 2004

II-F-1

EXHIBIT 25.1

FORM T-1SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF ACORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINEELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2) o

THE BANK OF NEW YORK(Exact name of trustee as specified in its charter)

New York

(State of incorporationif not a U.S. national bank)

13-5160382

(I.R.S. employeridentification no.)

One Wall Street, New York, N.Y. (Address of principal executive offices) 10286

(Zip code)

COMTECH TELECOMMUNICATIONS CORP.(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction ofincorporation or organization)

11-2139466

(I.R.S. employeridentification no.)

105 Baylis Road

Melville, New York(Address of principal executive offices)

11747(Zip code)

Comtech Mobile Datacom Corp.(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction ofincorporation or organization)

52-2121200

(I.R.S. employeridentification no.)

19540 Amaranth Drive

Germantown, Maryland(Address of principal executive offices)

20874(Zip code)

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Comtech EFData Corp.(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction ofincorporation or organization)

86-0994808

(I.R.S. employeridentification no.)

2114 W.7th StreetTempe, Arizona

(Address of principal executive offices)

85281

(Zip code)

Comtech Systems, Inc.(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction ofincorporation or organization)

59-1608396

(I.R.S. employeridentification no.)

2900 Titan Row, Ste 142

Orlando, Florida(Address of principal executive offices)

32809(Zip code)

Comtech AHA Corporation(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction ofincorporation or organization)

74-3049471

(I.R.S. employeridentification no.)

2345 NE Hopkins CourtPullman, Washington

(Address of principal executive offices)

99163

(Zip code)

Comtech Antenna Systems, Inc.(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction ofincorporation or organization)

59-2968963

(I.R.S. employeridentification no.)

3100 Communications Road

St. Cloud, Florida(Address of principal executive offices)

34769(Zip code)

Comtech Vipersat Networks, Inc.(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction ofincorporation or organization)

75-3103916

(I.R.S. employeridentification no.)

3089 Skyway CourtFremont, California

(Address of principal executive offices)

94539

(Zip code)

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Comtech PST Corp.(Exact name of obligor as specified in its charter)

New York

(State or other jurisdiction ofincorporation or organization)

11-2601146

(I.R.S. employeridentification no.)

105 Baylis Road

Melville, New York(Address of principal executive offices)

11747(Zip code)

2.0% Convertible Senior Notes due 2024(Title of the indenture securities)

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1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name Address

Superintendent of Banks of the State of New York 2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203

Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045

Federal Deposit Insurance Corporation Washington, D.C. 20429

New York Clearing House Association New York, New York 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes. 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto,pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains theauthority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 andExhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examiningauthority.

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SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State ofNew York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City ofNew York, and State of New York, on the 30th day of March, 2004.

THE BANK OF NEW YORK

By: /S/ STACEY POINDEXTER Name: STACEY POINDEXTER Title: ASSISTANT TREASURER

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EXHIBIT 7

Consolidated Report of Condition ofTHE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2003, published in accordance with a call made by the FederalReserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

DollarAmounts

In Thousands

ASSETS

Cash and balances due from depository institutions:

Noninterest-bearing balances and currency and coin $ 3,752,987

Interest-bearing balances 7,153,561

Securities:

Held-to-maturity securities 260,388

Available-for-sale securities 21,587,862

Federal funds sold and securities purchased under agreements to resell

Federal funds sold in domestic offices 165,000

Securities purchased under agreements to resell 2,804,315

Loans and lease financing receivables:

Loans and leases held for sale 557,358

Loans and leases, net of unearned income 36,255,119

LESS: Allowance for loan and lease losses 664,233

Loans and leases, net of unearned income and allowance 35,590,886

Trading Assets 4,892,480

Premises and fixed assets (including capitalized leases) 926,789

Other real estate owned 409

Investments in unconsolidated subsidiaries and associated companies 277,788

Customers’ liability to this bank on acceptances outstanding 144,025

Intangible assets

Goodwill 2,635,322

Other intangible assets 781,009

Other assets 7,727,722

Total assets $ 89,257,901

LIABILITIES

Deposits:

In domestic offices $ 33,763,250

Noninterest-bearing 14,511,050

Interest-bearing 19,252,200

In foreign offices, Edge and Agreement subsidiaries, and IBFs 22,980,400

Noninterest-bearing 341,376

Interest-bearing 22,639,024

II-G-6

Federal funds purchased and securities sold under agreements to repurchase

Federal funds purchased in domestic offices 545,681

Securities sold under agreements to repurchase 695,658

Trading liabilities 2,338,897

Other borrowed money:

(includes mortgage indebtedness and obligations under capitalized leases) 11,078,363

Bank’s liability on acceptances executed and outstanding 145,615

Subordinated notes and debentures 2,408,665

Other liabilities 6,441,088

Total liabilities $ 80,397,617

Minority interest in consolidated subsidiaries 640,126

EQUITY CAPITAL

Perpetual preferred stock and related surplus 0

Common stock 1,135,284

Surplus 2,077,255

Retained earnings 4,955,319

Accumulated other comprehensive income 52,300

Other equity capital components 0

Total equity capital 8,220,158

Total liabilities minority interest and equity capital $ 89,257,901

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true andcorrect to the best of my knowledge and belief.

Thomas J. Mastro,

Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us,and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. Thomas A. RenyiGerald L. HassellAlan R. Griffith

Directors

II-G-7