<PAGE>

                                                                     Exhibit 4.3

                               THE TIMKEN COMPANY

                                       AND

                              THE BANK OF NEW YORK,
                                   AS TRUSTEE

                                    INDENTURE

                          DATED AS OF FEBRUARY -, 2003



                            PROVIDING FOR ISSUANCE OF
                                 NOTES IN SERIES
<PAGE>
                          THE TIMKEN COMPANY INDENTURE
                         DETAILED CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
Trust Indenture Act                                                                Indenture
    Section                                                                         Section
    -------                                                                         -------
<S>                                                                             <C>
 310 (a)(1)..................................................................    7.10
     (a)(2)..................................................................    7.10
     (a)(3)..................................................................    N.A.
     (a)(4)..................................................................    N.A.
     (a)(5)..................................................................    7.10
     (b).....................................................................    7.08
     (c).....................................................................    N.A.

 311 (a).....................................................................    7.03
     (b).....................................................................    7.03
     (c).....................................................................    N.A.

 312 (a).....................................................................    11.02
     (b).....................................................................    11.02
     (c).....................................................................    11.02

 313 (a).....................................................................    7.06
     (b).....................................................................    7.06
     (c).....................................................................    7.06

 314 (a).....................................................................    N.A.
     (b)(1)..................................................................    N.A.
     (b)(2)..................................................................    N.A.
     (c)(1)..................................................................    11.04
     (c)(2)..................................................................    11.04
     (c)(3)..................................................................    N.A.
     (d).....................................................................    N.A.
     (e).....................................................................    11.05
     (f).....................................................................    N.A.

 315 (a).....................................................................    7.01, 7.02
     (b).....................................................................    7.02, 7.05
     (c).....................................................................    7.01
     (d).....................................................................    7.02
     (e).....................................................................    6.12, 7.02

 316 (a)(last sentence)......................................................    2.05
     (a)(1)(A)...............................................................    6.05
     (a)(1)(B)...............................................................    6.02, 6.04
     (a)(2)..................................................................    N.A.
     (b).....................................................................    6.06, 6.07
</TABLE>


                                       i
<PAGE>
<TABLE>
<CAPTION>
Trust Indenture Act                                                                Indenture
    Section                                                                         Section
    -------                                                                         -------
<S>                                                                              <C>
 317 (a)(1)..................................................................    6.08
     (a)(2)..................................................................    6.09
     (b).....................................................................    2.03

 318 (a).....................................................................    N.A.
     (b).....................................................................    N.A.
     (c).....................................................................    11.01
</TABLE>


                                       ii
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                              Page
                                                                                              ----
<S>                                                                                           <C>
                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions..................................................................      1
Section 1.02. Rules of Construction........................................................      7
Section 1.03. Incorporation by Reference of the Trust Indenture Act........................      7

                                   ARTICLE II.
                                    THE NOTES

Section 2.01. Unlimited in Amount, Issuable in Series, Form and Dating.....................      8
Section 2.02. Execution, Authentication and Denominations..................................     11
Section 2.03. Registrar, Paying Agent and Authenticating Agent; Paying Agent to
                Hold Money in Trust...............                                              13
Section 2.04. Replacement Notes............................................................     13
Section 2.05. Outstanding Notes............................................................     14
Section 2.06. Temporary Notes..............................................................     15
Section 2.07. Cancellation.................................................................     15
Section 2.08. CUSIP Numbers................................................................     15
Section 2.09. Transfer and Exchange........................................................     15
Section 2.10. Noteholder Lists.............................................................     18
Section 2.11. Defaulted Interest...........................................................     18
Section 2.12. Computation of Interest......................................................     19

                                  ARTICLE III.
                                   REDEMPTION

Section 3.01. Method and Effect of Redemption..............................................     19
Section 3.02. Exclusion of Certain Notes From Eligibility for Selection for Redemption.....     20
Section 3.03. Deposit of Redemption Price..................................................     21

                                   ARTICLE IV.
                                    COVENANTS

Section 4.01. Payment of Principal, Premium and Interest...................................     21
Section 4.02. Offices for Payments, Etc....................................................     21
Section 4.03. Appointment to Fill a Vacancy in Office of Trustee...........................     22
Section 4.04. Paying Agents................................................................     22
Section 4.05. Written Statement to Trustee.................................................     23
Section 4.06. [Reserved]...................................................................     23
Section 4.07. Limitation on Liens..........................................................     23
Section 4.08. Limitation on Sale and Leaseback.............................................     24
Section 4.09. Calculation of Original Issue Discount.......................................     25
</TABLE>


                                      iii
<PAGE>
<TABLE>
<S>                                                                                           <C>
                                   ARTICLE V.
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 5.01. Company May Consolidate, Merge, Etc., on Certain Terms.......................     25
Section 5.02. Successor Company Substituted................................................     25
Section 5.03. Opinion of Counsel to Trustee................................................     26

                                   ARTICLE VI.
                              DEFAULT AND REMEDIES

Section 6.01. Events of Default............................................................     26
Section 6.02. Acceleration.................................................................     27
Section 6.03. Other Remedies...............................................................     28
Section 6.04. Waiver of Past Defaults......................................................     28
Section 6.05. Control by Majority..........................................................     28
Section 6.06. Limitation on Suits..........................................................     29
Section 6.07. Rights of Holders to Receive Payment.........................................     29
Section 6.08. Collection Suit by Trustee...................................................     29
Section 6.09. Trustee May File Proofs of Claim.............................................     30
Section 6.10. Priorities...................................................................     30
Section 6.11. Restoration of Rights and Remedies...........................................     31
Section 6.12. Undertaking for Costs........................................................     31
Section 6.13. Rights and Remedies Cumulative...............................................     31
Section 6.14. Delay or Omission Not Waiver.................................................     32
Section 6.15. Waiver of Stay, Extension or Usury Laws......................................     32

                                  ARTICLE VII.
                                   THE TRUSTEE

Section 7.01. General......................................................................     32
Section 7.02. Certain Rights of Trustee....................................................     32
Section 7.03. Individual Rights of Trustee.................................................     34
Section 7.04. Trustee's Disclaimer.........................................................     34
Section 7.05. Notice of Default............................................................     34
Section 7.06. Reports by Trustee to Holders................................................     35
Section 7.07. Compensation and Indemnity...................................................     35
Section 7.08. Replacement of Trustee.......................................................     35
Section 7.09. Successor Trustee by Merger..................................................     37
Section 7.10. Eligibility..................................................................     37
Section 7.11. Money Held in Trust..........................................................     37

                                  ARTICLE VIII.
                            DEFEASANCE AND DISCHARGE

Section 8.01. Discharge of Company's Obligations...........................................     37
Section 8.02. Legal Defeasance.............................................................     38
Section 8.03. Covenant Defeasance..........................................................     39
</TABLE>


                                       iv
<PAGE>
<TABLE>
<S>                                                                                           <C>
Section 8.04. Application of Trust Money...................................................     40
Section 8.05. Repayment to Company.........................................................     40
Section 8.06. Reinstatement................................................................     40

                                   ARTICLE IX.
                             SUPPLEMENTAL INDENTURES

Section 9.01. Supplemental Indentures Without Consent of Holders...........................     40
Section 9.02. Supplemental Indentures with Consent of Holders..............................     42
Section 9.03. Execution of Supplemental Indentures.........................................     43
Section 9.04. Effect of Supplemental Indentures............................................     43
Section 9.05. Conformity with Trust Indenture Act..........................................     44
Section 9.06. Reference in Notes to Supplemental Indentures................................     44

                                   ARTICLE X.
                                  SINKING FUNDS

Section 10.01. Applicability of Article....................................................     44
Section 10.02. Satisfaction of Sinking Fund Payments with Notes............................     44
Section 10.03. Redemption of Notes for Sinking Fund........................................     44

                                   ARTICLE XI.
                             SUBORDINATION OF NOTES

Section 11.01. Applicability of Article; Agreement to Subordinate..........................     45
Section 11.02. Rights of Holders of Subordinated Indebtedness..............................     45
Section 11.03. Payments and Distributions..................................................     46
Section 11.04. Payments by the Company.....................................................     47
Section 11.05. Appointment of the Trustee by Holders.......................................     48
Section 11.06. Notice to Trustee...........................................................     48
Section 11.07. Rights of Trustee...........................................................     48
Section 11.08. Paying Agent................................................................     48

                                  ARTICLE XII.
                                  MISCELLANEOUS

Section 12.01. Trust Indenture Act of 1939.................................................     49
Section 12.02. Noteholder Communications; Noteholder Actions...............................     49
Section 12.03. Notices.....................................................................     49
Section 12.04. Certificate and Opinion as to Conditions Precedent..........................     50
Section 12.05. Statements Required in Certificate or Opinion...............................     51
Section 12.06. Payment Date Other Than a Business Day......................................     51
Section 12.07. Governing Law...............................................................     51
Section 12.08. No Adverse Interpretation of Other Agreements...............................     52
Section 12.09. Successors..................................................................     52
Section 12.10. Duplicate Originals.........................................................     52
Section 12.11. Separability................................................................     52
Section 12.12. Table of Contents and Headings..............................................     52
Section 12.13. No Liability of Directors, Officers, Employees, Incorporators
                 and Stockholders..........................................................     52
</TABLE>


                                       v
<PAGE>
                                     EXHIBIT

EXHIBIT A DTC Legend A-1


                                      vi
<PAGE>
            INDENTURE, dated as of [___________], 2003, among The Timken
Company, an Ohio corporation (the "Company"), and The Bank of New York, a
banking corporation duly organized under the laws of New York, as Trustee
("Trustee").

                                    RECITALS

            The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior or
subordinated debentures, notes or other evidences of indebtedness, which may be
convertible into or exchangeable for any securities of any person (including the
Company), to be issued in one or more series (the "Notes"), as herein provided,
up to such principal amount as may from time to time be authorized in or
pursuant to one or more resolutions of the Board of Directors or by supplemental
indenture.

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

            This Indenture is subject to, and will be governed by, the
provisions of the Trust Indenture Act that are required to be a part of and
govern indentures qualified under the Trust Indenture Act.

                            THIS INDENTURE WITNESSETH

            For and in consideration of the premises and the purchase from time
to time of the Notes by the Holders thereof, the parties hereto covenant and
agree, for the equal and proportionate benefit of all Holders, as follows:

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

            Section 1.01. Definitions.

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

            "Agent" means any Registrar, Paying Agent or Authenticating Agent.

            "Agent Member" means a member of, or a participant in, the
Depositary.

            "Attributable Debt" means, as to any particular lease under which
any Person is at the time liable, at any date as of which the amount thereof is
to be determined, the total net amount of rent required to be paid by such
Person under such lease during the remaining term thereof (after giving effect
to any extensions at the option of the lessee), discounted from the respective
due dates thereof to such date at the average rate per annum borne by the Notes
for the
<PAGE>
preceding 365 days. The net amount of rent required to be paid under any such
lease for any such period shall be the amount of the rent payable by the lessee
with respect to such period, after excluding amounts required to be paid on
account of maintenance and repairs, insurance, taxes, assessments, water and
utility rates and similar charges. In the case of any lease which is terminable
by the lessee upon the payment of a penalty, such net amount shall also include
the amount of such penalty, but no rent shall be considered as required to be
paid under such lease subsequent to the first date upon which it may be so
terminated.

            "Authenticating Agent" refers to a Person engaged to authenticate
the Notes instead of the Trustee.

            "Authorized Agent" has the meaning assigned to such term in Section
12.07 hereof.

            "Bankruptcy Default" has the meaning assigned to such term in
Section 6.01.

            "Board of Directors" means the board of directors or comparable
governing body of the Company, or any committee thereof duly authorized to act
on its behalf.

            "Board Resolution" means a resolution duly adopted by the Board of
Directors which is certified by the Secretary or an Assistant Secretary of the
Company and remains in full force and effect as of the date of its
certification.

            "Business Day" means any day except a Saturday, Sunday or other day
on which commercial banks in New York City or in the city where the Corporate
Trust Office of the Trustee is located are authorized by law to close.

            "Capital Stock" means with respect to any Person, any and all shares
of stock of a corporation, partnership interests or other equivalent interests
(however designated, whether voting or non-voting) in such Person's equity,
entitling the holder to receive a share of the profits and losses of, or
distributions of assets, after liabilities, of such Person.

            "Certificated Note" means a Note in fully-registered certificated
form without interest coupons.

            "Commission" means the Securities and Exchange Commission.

            "Company" means the party named as such in the first paragraph of
the Indenture or any successor obligor under the Indenture and the Notes
pursuant to Article Five.

            "Company Order" means a written request or order signed in the name
of the Company by two Officers of the Company or by an Officer and the
Controller, Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, and delivered to the Trustee in respect of the series of Notes to
which the Company Order shall relate. A Company Order shall specify the amount
of Notes to be authenticated and the date on which the original issue of Notes
is to be authenticated.


                                       2
<PAGE>
            "Consolidated Net Tangible Assets" means the aggregate amount of
assets (less applicable reserves and other properly deductible items) after
deducting therefrom (a) all current liabilities (excluding any constituting
Funded Debt by reason of being renewable or extendible) and (b) all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other intangibles, all as set forth on the most recent consolidated balance
sheet of the Company and its consolidated Subsidiaries and computed in
accordance with generally accepted accounting principles.

            "Corporate Trust Office" means the office of the Trustee, the
Registrar and any Paying Agent, the principal corporate trust office at which at
any particular time such respective entity's corporate trust business shall be
administered, which at the date of the Indenture is located at The Bank of New
York, 101 Barclay Street, Floor 8 West, New York, New York 10286.

            "Debt" has the meaning set forth in Section 4.07 hereof.

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

            "Depositary" means with respect to the Notes of any series issuable
or issued in whole or in part in the form of one or more Global Notes, the
Person designated as Depositary for such series by the Company, which Depositary
shall be a clearing agency registered under the Exchange Act; and if at any time
there is more than one such Person, "Depositary" as used with respect to the
Notes of any series shall mean the Depositary with respect to the Notes of such
series. The initial Depositary shall be DTC.

            "Domestic Subsidiary" means a Subsidiary of the Company except a
Subsidiary (a) which neither transacts any substantial portion of its business
nor regularly maintains any substantial portion of its fixed assets within the
United States of America, or (b) which is engaged primarily in financing the
operation of the Company or its Subsidiaries, or both, outside the United States
of America.

            "DTC" means The Depository Trust Company, a New York corporation,
and its successors.

            "DTC Legend" means the legend set forth in Exhibit A.

            "Event of Default" has the meaning assigned to such term in Section
6.01 hereof.

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

            "Exempted Debt" means the sum of the following items outstanding as
of the date Exempted Debt is being determined: (i) indebtedness of the Company
and its Subsidiaries incurred after the date of this Indenture and secured by
Mortgages created or assumed pursuant to Section 4.07(b) and (ii) Attributable
Debt of the Company and its Subsidiaries in respect of every Sale and Leaseback
Transaction entered into after the date of this Indenture and pursuant to
Section 4.08(b).


                                       3
<PAGE>
            "Funded Debt" means all indebtedness for money borrowed having a
maturity of more than 12 months from the date as of which the amount thereof is
to be determined or having a maturity of less than 12 months from the date as of
which the amount thereof is to be determined but by its terms being renewable or
extendible beyond 12 months from such date at the option of the borrower.

            "GAAP" means generally accepted accounting principles in the United
States of America as in effect from time to time.

            "Global Note" means a Note in registered global form without
interest coupons.

            "Holder" or "Noteholder" means the registered holder of any Note.

            "Indenture" means this indenture, as amended, supplemented or
restated from time to time and shall include the terms of the or those
particular series of Notes established as contemplated by Section 2.01;
provided, however, that, if at any time more than one Person is acting as
Trustee under this instrument, "Indenture" shall mean, with respect to any one
or more series of Notes for which a Person is Trustee, this instrument as
originally executed or as it may from time to time be amended, supplemented or
restated by one or more indentures supplemental hereto entered into pursuant to
the applicable provisions hereof, and shall include the terms of the or those
particular series of Notes for which such Person is Trustee established as
contemplated by Section 2.01, exclusive, however, of any provisions or terms
which relate solely to other series of Notes for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

            "Interest", when used with respect to an Original Issue Discount
Note that by its terms bears interest only after maturity, means interest
payable after maturity.

            "Interest Payment Date" means, for any series of Notes issued and
outstanding hereunder, the date or dates in each year on which any interest on
such series is due and payable.

            "Mortgage" has the meaning assigned to such term in Section 4.07
hereof.

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

            "Officer" means the chairman of the Board of Directors, the
president or chief executive officer, any vice president, the chief financial
officer, the controller, the treasurer or any assistant treasurer, or the
secretary or any assistant secretary, of the Company.


                                       4
<PAGE>
            "Officers' Certificate" means a certificate signed in the name of
the Company (i) by the chairman of the Board of Directors, the president or any
vice president and (ii) by any executive vice president, controller, treasurer,
assistant treasurer or the secretary or any assistant secretary.

            "Opinion of Counsel" means a written opinion signed by legal
counsel, who may be an employee of or counsel to the Company, satisfactory in
its reasonable discretion to the Trustee. Each opinion shall include the
statements provided for in Section 12.5 hereof.

            "Original Issue Discount Note" means any Note that provides that an
amount less than its principal amount is due and payable upon acceleration after
an Event of Default.

            "Paying Agent" has the meaning assigned to such term in Section
2.03(a) hereof.

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

            "Principal" of any indebtedness means the principal amount of such
indebtedness (or if such indebtedness was issued with original issue discount,
the face amount of such indebtedness less the remaining unamortized portion of
the original issue discount of such indebtedness), together with, unless the
context otherwise indicates, any premium then payable on such indebtedness.

            "Principal Manufacturing Property" means any building, structure or
other facility, together with the land upon which it is erected and fixtures
comprising a part thereof, used primarily for manufacturing or warehousing and
located in the United States of America, owned or leased by the Company or any
Subsidiary, other than any such building, structure or other facility or portion
thereof or any such land or fixture (i) which is financed by obligations issued
by a State, or a possession of the United States, or any political subdivision
of any of the foregoing, or the District of Columbia, the interest on which is
excludable from gross income of the holders thereof pursuant to the provisions
of Section 103(a)(1) of the Internal Revenue Code (or any successor of such
provision) as in effect at the time of the issuance of such obligations, or (ii)
which, in the opinion of the Board of Directors of the Company, is not of
material importance to the total business conducted by the Company and its
Subsidiaries as a whole.

            "Register" has the meaning assigned to such term in Section 2.03(a)
hereof.

            "Registrar" has the meaning assigned to such term in Section 2.03(a)
hereof.

            "Regular Record Date" means, for the interest payable on any
Interest Payment Date in respect of any series of Notes, except as provided in,
or pursuant to, Board Resolution and/or supplemental indenture (if any) relating
thereto, the day (whether or not a Business Day) that is fifteen days preceding
the applicable Interest Payment Date.


            "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer



                                       5
<PAGE>
of the Trustee who customarily performs functions similar to those performed by
the Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person's knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.

            "Sale and Leaseback Transaction" has the meaning assigned to such
term in Section 4.08(a) hereof.

            "Senior Indebtedness" means (a) the principal of and premium, if
any, and interest on and fees, costs, enforcement expenses, collateral
protection expenses and other reimbursements or indemnity obligations relating
to all indebtedness, obligations and other liabilities, contingent or otherwise,
of the Company, whether outstanding on the date of this Indenture or thereafter
incurred or created, (i) for money borrowed by the Company that is evidenced by
a note, bond, debenture, loan agreement or similar instrument or agreement, (ii)
for money borrowed by, or non-contingent obligations of, others and either
assumed or guaranteed, directly or indirectly, by the Company, (iii) in respect
of letters of credit and banker's acceptances or similar transactions issued or
made by banks, or (iv) constituting purchase money indebtedness, (b) all
deferrals, renewals, extensions, refinancings, restructurings and refundings of,
and amendments, modifications and supplements to, any such indebtedness, (c) all
obligations of the Company for the payment of money relating to capital lease
obligations and (d) all other general unsecured obligations. As used in the
preceding sentence the term "purchase money indebtedness" means indebtedness,
the proceeds of which are used, directly or indirectly, to purchase property or
which is evidenced by a note, debenture, bond or other instrument (whether or
not secured by any lien or other security interest) issued or assumed as all or
a part of the consideration for the acquisition of property, whether by
purchase, merger, consolidation or otherwise. Notwithstanding anything to the
contrary in this Indenture or the Notes, Senior Indebtedness shall not include:
(i) indebtedness or other obligations owed by the Company to any of its
subsidiaries or Affiliates; (ii) any liabilities for taxes owed or owing by the
Company; (iii) trade account payables incurred in the ordinary course of
business; or (iv) any other indebtedness of the Company which, by its terms or
the terms of the instrument creating or evidencing it, is subordinate in right
of payment to or pari passu with the Subordinated Notes, as the case may be.

            "Special Record Date" has the meaning assigned to such term in
Section 2.11 hereof.

            "Stated Maturity" means with respect to any indebtedness, the date
specified as the fixed date on which the final installment of principal of such
indebtedness is due and payable.

            "Subordinated Notes" has the meaning assigned to such term in
Section 11.01 hereof.

            "Subsidiary" means a corporation at least a majority of the
outstanding Voting Stock of which is owned or controlled, directly or
indirectly, by the Company or by one or more Subsidiaries of the Company, or by
the Company and one or more Subsidiaries of the Company.


                                       6
<PAGE>
            "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
effect on the date this Indenture was originally executed.

            "Trustee" means the party named as such in the first paragraph of
the Indenture or any successor trustee under the Indenture pursuant to Article
Seven. If at any time there is more than one Person acting as Trustee hereunder,
"Trustee" as used with respect to the Notes of any series shall mean the Trustee
with respect to the Notes of that series.

            "U.S. Government Obligations" means (i) direct obligations of the
United States for which its full faith and credit are pledged for the full and
timely payment thereof, (ii) obligations of a person controlled or supervised by
and acting as an agency or instrumentality of the United States, the full and
timely payment of which is unconditionally guaranteed as a full faith and credit
obligation of the United States, or (iii) certificates or receipts representing
direct ownership interests in obligations or specified portions (such as
principal or interest) of obligations described in (i) or (ii), which
obligations are held by a custodian in safekeeping on behalf of such
certificates and receipts.

            "Voting Stock" means, with respect to any Person, Capital Stock of
any class or kind ordinarily having the power to vote for the election of
directors, managers or other voting members of the governing body of such
Person.

            Section 1.02. Rules of Construction. Unless the context otherwise
requires or except as otherwise expressly provided,

            (1) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with GAAP;

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

            (3) all references to Sections or Articles or Exhibits refer to
      Sections or Articles or Exhibits of or to the Indenture unless otherwise
      indicated;

            (4) references to agreements or instruments, or to statutes or
      regulations, are to such agreements or instruments, or statutes or
      regulations, as amended from time to time (or to successor statutes and
      regulations); and

            (5) in the event that a transaction meets the criteria of more than
      one category of permitted transactions or listed exceptions the Company
      may classify such transaction as it, in its sole discretion, determines.

            Section 1.03. Incorporation by Reference of the Trust Indenture Act.
Whenever this Indenture refers to a provision of the Trust Indenture Act, the
provision is incorporated by reference in and made a part of this Indenture. The
following Trust Indenture Act terms used in this Indenture have the following
meanings:

            (1) "indenture securities" means the Notes.


                                       7
<PAGE>
            (2) "indenture securityholder" means a Noteholder.

            (3) "indenture to be qualified" means this Indenture.

            (4) "indenture trustee" or "institutional trustee" means the
      Trustee.

            (5) "obligor" on the Notes means the Company and any successor
      obligor on the Notes.

            All other terms used in this Indenture that are defined by the Trust
Indenture Act, defined by Trust Indenture Act reference to another statute or
defined by Commission rule under the Trust Indenture Act have the meanings so
assigned to them.

                                  ARTICLE II.
                                   THE NOTES

            Section 2.01. Unlimited in Amount, Issuable in Series, Form and
Dating. The aggregate principal amount of Notes that may be authenticated and
delivered under this Indenture is unlimited. The Notes may be issued in one or
more series. The Notes may be subordinated in right of payment to Senior
Indebtedness as provided in Article Eleven. There shall be established in or
pursuant to a Board Resolution or an Officers' Certificate pursuant to authority
granted under a Board Resolution or established in one or more indentures
supplemental hereto, prior to the issuance of Notes of any series, any or all of
the following, as applicable:

            (a) the title of the Notes of the series (which shall distinguish
      the Notes of the series from all other series of Notes);

            (b) any limit upon the aggregate principal amount of Notes of the
      series that may be authenticated and delivered under this Indenture
      (except for Notes authenticated and delivered upon registration of
      transfer of, or in exchange for, or in lieu of, other Notes of the series
      pursuant to this Article Two);

            (c) the price or prices (expressed as a percentage of the aggregate
      principal amount thereof) at which the Notes of the series will be issued;

            (d) the date or dates on which the principal of the Notes of the
      series is payable or the manner in which such dates are determined;

            (e) the rate or rates that may be fixed or variable at which the
      Notes of the series shall bear interest, if any, or the manner in which
      such rate or rates shall be determined, the date or dates from which such
      interest shall accrue, the Interest Payment Dates for the Notes of the
      series and the Regular Record Dates for the determination of Holders to
      whom interest is payable and the basis upon which interest shall be
      calculated, if other than on the basis of a 360-day year of twelve 30-day
      months;

            (f) the place or places where the principal of, premium, if any, and
      any interest, if any, on Notes of the series shall be payable or the
      method of such payment, if


                                       8
<PAGE>
      by wire transfer, mail or by other means; and the place or places where
      notices or demands to or upon the Company in respect of the Notes of the
      series and this Indenture may be served, if, in each case, other than as
      provided herein;

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

            (h) the dates, if any, on which, and the price or prices at which,
      the Notes of the series will be repurchased by the Company at the option
      of the Holders thereof and other detailed terms and provisions of such
      repurchase obligations;

            (i) if other than the Trustee, the identity of the trustee,
      Registrar and/or Paying Agent and, if applicable, the Authentication Agent
      for the Notes of that series;

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

            (k) if other than the principal amount thereof, the portion of the
      principal amount of Notes of the series which shall be payable upon
      declaration of acceleration of the maturity thereof pursuant to Section
      6.02 hereof or the method by which such portion shall be determined;

            (l) any addition to, change in, or deletion from the covenants set
      forth in Articles Four, Five or Eight that applies to Notes of the series;

            (m) any addition to, changes in or deletion from the Events of
      Default with respect to the Notes of a particular series and any change in
      the right of the Trustee or the requisite Holders of such Notes to declare
      the principal amount thereof due and payable pursuant to Section 6.02
      hereof;

            (n) whether the amount of payment of principal of (and premium, if
      any, on) or interest, if any, on the Notes of the series may be determined
      with reference to an index, formula or other method (which index, formula
      or method may be based, without limitation, on one or more currencies,
      commodities, equity indices, or other indices), and the manner in which
      such amounts shall be determined;

            (o) the terms and conditions of any warrants that may be offered by
      the Company in connection with Notes of any series;

            (p) the forms of the Notes of the series and whether the Notes will
      be issuable, in whole or in part, as Global Notes;


                                       9
<PAGE>
            (q) the terms and conditions, if any, upon which such Global Note or
      Notes may be exchanged in whole or in part for other individual Notes, and
      the Depositary for such Global Note and Notes, if other than as set forth
      herein;

            (r) the provisions, if any, relating to any security provided for
      the Notes of the series;

            (s) the terms and conditions, if any, upon which additional interest
      or amounts may be payable with respect to Notes of any series;

            (t) any other terms of the series (which terms may modify,
      supplement or delete any provision of this Indenture with respect to such
      series; provided, however, that no such term may modify or delete any
      provision hereof if imposed by the Trust Indenture Act; and provided,
      further, that any modification or deletion of the rights, duties or
      immunities of the Trustee hereunder shall have been consented to in
      writing by the Trustee);

            (u) the terms and conditions, if any, upon which the Notes of the
      series shall be exchanged for or converted into other securities of the
      Company or securities of another person;

            (v) any depositories, interest rate calculation agents or other
      agents with respect to Notes of such series if other than those appointed
      herein;

            (w) whether the Notes of such series are subject to subordination
      and any modification of, addition to or provision in lieu of any of the
      provisions of Article Eleven hereof, and whether such Notes rank as senior
      Subordinated Notes or Subordinated Notes or any combination thereof; and

            (x) the securities exchange or quotation system, if any, upon which
      Notes of any series will be listed or quoted and any CUSIP number, if any.

            All Notes of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
such Board Resolution or Officers' Certificate or in any such indenture
supplemental hereto in each case, with appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture. Not all Notes of any one series need be issued at the same time, and,
unless otherwise provided, a series may be reopened for issuance of additional
Notes of such series. Notes may differ between series in respect of any matters,
provided that all series of Notes shall be equally and ratably entitled to the
benefits of this Indenture.

            The principal of, premium, if any and any interest on the Notes
shall be payable at the office or agency of the Company designated in the form
of Note for the series (if other than the office or agency designated in Section
4.02 hereof); provided, however, that payment of interest may be made at the
option of the Company by check mailed to the address of the Person entitled
thereto as such address shall appear in the Register of Notes referred to in
Section 2.03 hereof or by wire transfer to an account of the Person entitled
thereto as such account shall be provided to the Registrar and shall appear on
the Register.


                                       10
<PAGE>
            Each Note shall be in one of the forms approved from time to time by
or pursuant to a Board Resolution or Officers' Certificate, or established in
one or more indentures supplemental hereto. Prior to the delivery of a Note to
the Trustee for authentication in any form approved by or pursuant to a Board
Resolution, Officers' Certificate or supplemental indenture hereto, the Company
shall deliver to the Trustee the Board Resolution, Officers' Certificate or
supplemental indenture hereto by or pursuant to which such form of Note has been
approved, which Board Resolution, Officers' Certificate or supplemental
indenture hereto shall have attached thereto a true and correct copy of the form
of Note that has been approved by or pursuant thereto.

            The Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage.

            Section 2.02. Execution, Authentication and Denominations.

            (a) Two Officers shall execute the Notes for the Company by
facsimile or manual signature in the name and on behalf of the Company. Such
signature may be the manual or facsimile signature of such Officer. If an
Officer whose signature is on a Note no longer holds that office at the time the
Note is authenticated, the Note will still be valid.

            (b) A Note will not be valid until the Trustee manually signs the
certificate of authentication on the Note, with the signature conclusive
evidence that the Note has been authenticated under the Indenture. The form of
the Trustee's certificate of authentication to be borne by the Notes shall be
substantially as follows:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

            This is one of the Notes issued under the within-mentioned
Indenture.

                                            [Trustee], as Trustee

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


Dated:

            (c) At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Notes of any series executed
by the Company to the Trustee, together with a Company Order for the
authentication and delivery of such Notes. The Company Order may provide that
the Notes that are the subject thereof shall be authenticated and delivered by
the Trustee upon the written order of Persons designated in the Company Order,
and that such Persons are authorized to specify the terms and conditions of such
Notes, to the extent permitted by the Board Resolutions, Officers' Certificate
and/or supplemental indenture (if any) relating thereto. If not all the Notes of
any series are to be issued at one time and if the Board Resolution, Officers'
Certificate or supplemental indenture establishing such series shall so permit,
such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Notes and determination of the terms of particular Notes of
such series such as interest rate, maturity date, date of issuance and date from
which interest shall accrue. The


                                       11
<PAGE>
Trustee shall execute and deliver the supplemental indenture (if any) relating
to said Notes and the Trustee shall authenticate and deliver said Notes as
specified in such Company Order; provided that, prior to authentication and
delivery of the first Notes of any Series, the Trustee shall have received:

            (1) a copy of the Board Resolutions or Officers' Certificate, with a
      copy of (i) the form of Note approved thereby and (ii) with respect to an
      Officers' Certificate, the Board Resolution approving such series,
      attached thereto, or a supplemental indenture in respect of the issuance
      of the Notes of the series, executed on behalf of the Company;

            (2) an Officers' Certificate to the effect that the Notes of such
      series comply or will comply with the requirements of this Indenture and
      the said Board Resolutions, Officer's Certificate and/or supplemental
      indenture (if any);

            (3) an Opinion of Counsel: (A) to the effect that (i) the Notes of
      such series, the Board Resolutions, Officers' Certificate and/or the
      supplemental indenture (if any) relating thereto comply or will comply
      with the requirements of this Indenture, and (ii) the Notes of such
      series, when authenticated and delivered by the Trustee in accordance with
      the said Company Order, will constitute valid, legal and binding
      obligations of the Company enforceable in accordance with their terms and
      will be entitled to the benefits of the Indenture, subject to (x)
      bankruptcy and other laws affecting creditors' rights generally as in
      effect from time to time, (y) limitations of generally applicable
      equitable principles and (z) other exceptions acceptable to the Trustee
      and its counsel; and (B) relating to such other matters as may reasonably
      be requested by the Trustee or its counsel; and

            (4) if the Notes to be issued are Original Issue Discount Notes, an
      Officers' Certificate setting forth the yield to maturity for the Notes or
      other information sufficient to compute amounts due on acceleration, or
      specifying the manner in which such amounts are to be determined, if such
      yield to maturity and other facts are not specified in the form of the
      Notes.

            (d) Subject to Section 7.02 hereof, the Trustee shall be fully
protected in relying upon the documents delivered to it as provided above in
connection with the issuance of any series of Notes.

            (e) The Trustee shall have the right to decline to authenticate and
deliver any Notes under this Section 2.02 if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or the Trustee in
good faith shall determine that such action would expose the Trustee to
liability to Holders of previously issued and outstanding Notes.

            (f) Each Note shall be dated the date of its authentication unless
otherwise specified in the Officers' Certificate, Board Resolutions and/or
supplemental indenture relating thereto.

            (g) The Notes of each series shall be issuable in definitive
registered form without coupons and, except for any Global Note, in such
denominations as shall be specified as contemplated by Section 2.01. In the
absence of any such provisions with respect to the Notes of


                                       12
<PAGE>
any series, the Notes of such series, other than a Global Note, shall be
issuable in denominations of $1,000 and any integral multiple thereof.

            Section 2.03. Registrar, Paying Agent and Authenticating Agent;
Paying Agent to Hold Money in Trust.

            (a) The Company shall maintain an office or agency where Notes of a
particular series may be presented for registration of transfer or for exchange
(the "Registrar") and an office or agency where Securities of that series may be
presented for payment (a "Paying Agent"). The Registrar for a particular series
of Securities shall keep a register of the Notes of that series and of their
registration of transfer and exchange (the "Register"). The Company may appoint
one or more co-Registrars and one or more additional paying agents for each
series of Notes. The term "Paying Agent" includes any additional paying agent.
The Company may appoint an Authenticating Agent, in which case each reference in
the Indenture to the Trustee in respect of the obligations of the Trustee to be
performed by that Agent will be deemed to be references to the Agent. The
Company may act as Registrar or (except for purposes of Article Eight) Paying
Agent. In each case the Company and the Trustee will enter into an appropriate
agreement with the Agent implementing the provisions of the Indenture relating
to the obligations of the Trustee to be performed by the Agent and the related
rights. The Company initially appoints the Trustee as Registrar and Paying
Agent. The Company may change the Registrar or Paying Agent without notice to
any Holder; provided that upon any bankruptcy or reorganization proceedings
relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

            (b) The Company will require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of the Holders or the Trustee all money held by the Paying Agent for the
payment of principal of, premium, if any and interest on the Notes and will
promptly notify the Trustee of any default by the Company in making any such
payment. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee and account for any funds disbursed, and the Trustee
may at any time during the continuance of any payment default, upon written
request to a Paying Agent, require the Paying Agent to pay all money held by it
to the Trustee and to account for any funds disbursed. Upon doing so, the Paying
Agent will have no further liability for the money so paid over to the Trustee.

            Section 2.04. Replacement Notes. If a mutilated Note is surrendered
to the Trustee or the Company or if a Holder claims that its Note has been lost,
destroyed or wrongfully taken, the Company will issue and the Trustee will
authenticate a replacement Note of like tenor and principal amount and bearing a
number not contemporaneously outstanding. Every replacement Note is an
additional obligation of the Company and entitled to the benefits of the
Indenture. An indemnity must be furnished by the Holder that is sufficient in
the judgment of both the Trustee and the Company to protect the Company and the
Trustee from any loss they may suffer if a Note is replaced. The Company may
charge the Holder for the expenses of the Company and the Trustee in replacing a
Note. In case the mutilated, lost, destroyed or wrongfully taken Note has become
or is about to become due and payable, the Company in its discretion may pay the
Note instead of issuing a replacement Note. Upon the issuance of any replacement
Note under this Section, the Company may require the payment of a sum sufficient


                                       13
<PAGE>
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.

            Section 2.05. Outstanding Notes.

            (a) Notes outstanding at any time are all Notes that have been
authenticated by the Trustee except for:

            (i) Notes cancelled by the Trustee or delivered to it for
      cancellation;

            (ii) any Note which has been replaced pursuant to Section 2.04
      unless and until the Trustee and the Company receive proof satisfactory to
      them that the replaced Note is held by a bona fide purchaser in whose
      hands such Note is a valid obligation of the Company; and

            (iii) on or after the maturity date or any redemption date, those
      Notes payable or to be redeemed or purchased on that date for which the
      Trustee (or Paying Agent, other than the Company or an Affiliate of the
      Company) holds in trust money sufficient to pay all amounts then due;
      provided that if such Notes, or portions thereof, are to be redeemed prior
      to the maturity thereof, notice of such redemption shall have been given
      as herein provided, or provisions satisfactory to the Trustee shall have
      been made for giving such notice; and

            (iv) solely to the extent provided in Article VIII, Notes which are
      subject to legal defeasance or covenant defeasance as provided in Section
      8.02 or 8.03.

            (b) A Note does not cease to be outstanding because the Company or
one of its Affiliates holds the Note, provided that in determining whether the
Holders of the requisite principal amount of the outstanding Notes have given or
taken any request, demand, authorization, direction, notice, consent, waiver or
other action hereunder, Notes owned by the Company or any Affiliate of the
Company will be disregarded and deemed not to be outstanding (it being
understood that in determining whether the Trustee is protected in relying upon
any such request, demand, authorization, direction, notice, consent, waiver or
other action, only Notes which a Responsible Officer of the Trustee knows to be
so owned will be so disregarded). Notes so owned which have been pledged in good
faith may be regarded as outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Notes and that the pledgee is not the Company or any Affiliate of the Company.

            (c) In determining whether the holders of the requisite principal
amount of outstanding Notes of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (a) the principal
amount of an Original Issue Discount Note that shall be deemed to be outstanding
for such purposes shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of
acceleration of the maturity thereof, and (b) Notes owned beneficially by the
Company or any other obligor on the Notes with respect to which such
determination is being made or any Person, directly or indirectly, controlling
or controlled by or under direct or indirect control with the Company or any
other obligor on the Notes with respect to which such determination is being
made shall be disregarded and deemed not to be outstanding, except that, in
determining whether


                                       14
<PAGE>
the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Notes which a
Responsible Officer of the Trustee knows to be so owned shall be so disregarded.
Notes so owned by the Company which have been pledged in good faith may be
regarded as outstanding for such purpose if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Notes and that the pledgee is not the Issuer.

            Section 2.06. Temporary Notes. Until definitive Notes of any series
are ready for delivery, the Company may prepare and the Trustee will
authenticate temporary Notes upon a Company Order. Temporary Notes will be
substantially in the form of definitive Notes of such series but may have
insertions, substitutions, omissions and other variations determined to be
appropriate by the Officers executing the temporary Notes, as evidenced by the
execution and authentication of the temporary Notes. If temporary Notes are
issued, the Company will cause definitive Notes to be prepared without
unreasonable delay. After the preparation of definitive Notes, the temporary
Notes will be exchangeable for definitive Notes upon surrender of the temporary
Notes at the office or agency of the Company designated for the purpose pursuant
to Section 4.02, without charge to the Holder. Upon surrender for cancellation
of any temporary Notes, the Company will execute and the Trustee will
authenticate and deliver in exchange therefor a like principal amount of
definitive Notes of authorized denominations. Until so exchanged, the temporary
Notes will be entitled to the same benefits under the Indenture as definitive
Notes.

            Section 2.07. Cancellation. The Company at any time may deliver to
the Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Notes previously authenticated
hereunder that the Company has not issued and sold. Any Registrar or the Paying
Agent will forward to the Trustee any Notes surrendered to it for transfer,
exchange or payment. The Trustee will cancel all Notes surrendered for transfer,
exchange, payment or cancellation and dispose of them in accordance with its
normal procedures or a Company Order. The Trustee shall deliver certification of
all cancelled Notes to the Company and shall return cancelled Notes to the
Company upon written request. The Company may not issue new Notes to replace
Notes it has paid in full or delivered to the Trustee for cancellation. If the
Company acquires any of the Notes, such acquisition shall not operate as a
redemption or satisfaction of indebtedness represented by such Notes unless or
until the same are delivered to the Trustee for cancellation.

            Section 2.08. CUSIP Numbers. The Company in issuing the Notes may
use "CUSIP" numbers, and the Trustee will use CUSIP numbers in notices of
redemption or exchange as a convenience to Holders. Any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of redemption or exchange and
reliance may be placed only on the identification number printed on the Notes,
and any such redemption or exchange shall not be affected by any defect or
omission in such numbers. The Company will promptly notify the Trustee of any
change in the CUSIP numbers.

            Section 2.09. Transfer and Exchange.


                                       15
<PAGE>
            (a) The Notes will be issued in registered form only, without
coupons, and the Company shall cause the Registrar to maintain the Register for
registering the record ownership of the Notes by the Holders and transfers and
exchanges of the Notes.

            (b) (i) Each Global Note will be registered in the name of the
Depositary or its nominee. The Depositary shall be a clearing agency registered
under the Exchange Act. The Company initially appoints DTC to act as Depositary
with respect to the Notes in global form. Initially, the Global Notes shall be
issued to the Depositary, registered in the name of Cede & Co., as the nominee
of the Depositary, and deposited with the Trustee as custodian for Cede & Co. So
long as DTC is serving as the Depositary thereof, each Global Note will bear the
DTC Legend.


            (ii) Each Global Note will be delivered to the Trustee as custodian
for the Depositary. Transfers of a Global Note (but not a beneficial interest
therein) will be limited to transfers thereof in whole, but not in part, by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor Depositary
except as set forth in Section 2.09(b)(iv).



            (iii) Agent Members will have no rights under the Indenture with
respect to any Global Note held on their behalf by the Depositary, and the
Depositary may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner and Holder of such Global Note for
all purposes whatsoever. Notwithstanding the foregoing, the Depositary or its
nominee may grant proxies and otherwise authorize any Person (including any
Agent Member and any Person that holds a beneficial interest in a Global Note
through an Agent Member) to take any action which a Holder is entitled to take
under the Indenture or the Notes, and nothing herein will impair, as between the
Depositary and its Agent Members, the operation of customary practices governing
the exercise of the rights of a holder of any security.



            (iv) If (x) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for a Global Note and a successor
depositary is not appointed by the Company within 90 days of the notice or (y)
the Company notifies the Trustee to effect such exchange, the Trustee will
promptly exchange each beneficial interest in the Global Note for one or more
Certificated Notes in authorized denominations having an equal aggregate
principal amount and registered in the name of the owner of such beneficial
interest, as identified to the Trustee by the Depositary, and thereupon the
Global Note will be deemed canceled.



            (v) Unless otherwise provided herein or in a Board Resolution or
Officers' Certificate establishing a series of Notes or in an indenture
supplemental hereto, beneficial interests in a Global Note may not be exchanged
for Certificated Notes.


            (c) Each Certificated Note will be registered in the name of the
Holder thereof or its nominee.

            (d) A Holder may transfer a Note of any series (or a beneficial
interest therein) to another Person or exchange a Note of any series (or a
beneficial interest therein) for another Note or Notes of any authorized
denomination of the same series by presenting to the


                                       16
<PAGE>
Trustee a written request therefor stating the name of the proposed transferee
or requesting such an exchange, accompanied by any certification, opinion or
other document reasonably required by the Trustee. The Trustee will promptly
register any transfer or exchange that meets the requirements of this Section by
noting the same in the register maintained by the Trustee for the purpose;
provided that:

            (i) no transfer or exchange will be effective until it is registered
      in such register, and

            (ii) the Trustee will not be required (x) to issue, register the
      transfer of or exchange any Note of any particular series for a period of
      15 days before a selection of Notes of that series to be redeemed or
      purchased, (y) to register the transfer of or exchange any Note so
      selected for redemption or purchase in whole or in part, except, in the
      case of a partial redemption or purchase, that portion of any Note not
      being redeemed or purchased, or (z) if a redemption or a purchase is to
      occur after a Regular Record Date but on or before the corresponding
      Interest Payment Date, to register the transfer of or exchange such Note
      on or after the Regular Record Date and before the date of redemption or
      purchase. Prior to the registration of any transfer, the Company, the
      Trustee and their agents will treat the Person in whose name the Note is
      registered as the owner and Holder thereof for all purposes (whether or
      not the Note is overdue) and will not be affected by notice to the
      contrary.

            From time to time the Company will execute and the Trustee will
authenticate additional Notes as necessary in order to permit the registration
of a transfer or exchange in accordance with this Section.

            No service charge will be imposed in connection with any transfer or
exchange of any Note, but the Company may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith (other than a transfer tax or other similar governmental charge
payable upon exchange pursuant to subsection (b)(iv)).

            (e) (i) Global Note to Global Note. If a beneficial interest in a
Global Note of any particular series is transferred or exchanged for a
beneficial interest in another Global Note of the same series, the Trustee will
(x) record a decrease in the principal amount of the Global Note being
transferred or exchanged equal to the principal amount of such transfer or
exchange and (y) record a like increase in the principal amount of the other
Global Note. Any beneficial interest in one Global Note that is so transferred
to a Person who takes delivery in the form of an interest in another Global
Note, or so exchanged for an interest in another Global Note, will, upon such
transfer or exchange, cease to be an interest in such Global Note and become an
interest in such other Global Note for as long as it remains such an interest.

            (ii) Global Note to Certificated Note. If a beneficial interest in a
Global Note of any particular series is transferred or exchanged for a
Certificated Note of the same series, the Trustee will (x) record a decrease in
the principal amount of such Global Note equal to the principal amount of such
transfer or exchange and (y) deliver one or more new Certificated Notes of such
series in authorized denominations having an equal aggregate principal amount to


                                       17
<PAGE>
the transferee (in the case of a transfer) or the owner of such beneficial
interest (in the case of an exchange), registered in the name of such transferee
or owner, as applicable.

            (iii) Certificated Note to Global Note. If a Certificated Note of
any particular series is transferred or exchanged for a beneficial interest in a
Global Note of the same series, the Trustee will (x) cancel such Certificated
Note, (y) record an increase in the principal amount of such Global Note equal
to the principal amount of such transfer or exchange and (z) in the event that
such transfer or exchange involves less than the entire principal amount of the
canceled Certificated Note, deliver to the Holder thereof one or more new
Certificated Notes of the same series in authorized denominations having an
aggregate principal amount equal to the untransferred or unexchanged portion of
the canceled Certificated Note, registered in the name of the Holder thereof.

            (iv) Certificated Note to Certificated Note. If a Certificated Note
of any particular series is transferred or exchanged for another Certificated
Note of the same series, the Trustee will (x) cancel the Certificated Note being
transferred or exchanged, (y) deliver one or more new Certificated Notes of such
series in authorized denominations having an aggregate principal amount equal to
the principal amount of such transfer or exchange to the transferee (in the case
of a transfer) or the Holder of the canceled Certificated Note (in the case of
an exchange), registered in the name of such transferee or Holder, as
applicable, and (z) if such transfer or exchange involves less than the entire
principal amount of the canceled Certificated Note, deliver to the Holder
thereof one or more Certificated Notes of such series in authorized
denominations having an aggregate principal amount equal to the untransferred or
unexchanged portion of the canceled Certificated Note, registered in the name of
the Holder thereof.

            Section 2.10. Noteholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Noteholders, separately by series, and shall
otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not
the Registrar, the Company shall furnish to the Trustee at least seven Business
Days before each Interest Payment Date and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of Noteholders, separately by
series, relating to such Interest Payment Date or request, as the case may be.

            Section 2.11. Defaulted Interest. If the Company defaults in a
payment of interest on the Notes of any series, such installment of interest
shall forthwith cease to be payable to the Holders in whose names the Notes were
registered on the Regular Record Date applicable to such installment of
interest. Defaulted interest (including any interest on such defaulted interest)
may be paid by the Company, at its election, as provided in clause (a) or (b)
below.

            (a) The Company may elect to make payment of any defaulted interest
      (including any interest on such defaulted interest) to the Holders in
      whose names the Notes are registered at the close of business on a special
      record date for the payment of such defaulted interest (a "Special Record
      Date"), which shall be fixed in the following manner. The Company shall
      notify the Trustee in writing of the amount of defaulted interest proposed
      to be paid and the date of the proposed payment. Thereupon the Trustee
      shall fix a Special Record Date for the payment of such defaulted
      interest, which


                                       18
<PAGE>
      shall not be more than 15 calendar days and not less than 10 calendar days
      prior to the date of the proposed payment and not less than 10 calendar
      days after the receipt by the Trustee of the notice of the proposed
      payment. The Trustee shall promptly notify the Company of such Special
      Record Date and, in the name and at the expense of the Company, shall
      cause notice of the proposed payments of such defaulted interest and the
      Special Record Date therefor to be sent, first-class mail, postage
      prepaid, to each Holder at such Holder's address as it appears in the
      registration books of the Registrar, at least 15 calendar days prior to
      such Special Record Date. Notice of the proposed payment of such defaulted
      interest and the Special Record Date therefor having been mailed as
      aforesaid, such defaulted interest shall be paid to the Holders in whose
      names the Notes are registered at the close of business on such Special
      Record Date and shall no longer be payable pursuant to the following
      clause (b).

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

            Section 2.12. Computation of Interest. Except as otherwise specified
as contemplated by Section 2.01 for Notes of any series, any interest on the
Notes of each series shall be computed on the basis of a 360-day year of twelve
30-day months.

                                  ARTICLE III.
                                   REDEMPTION

            Section 3.01. Method and Effect of Redemption.

            (a) If the Company elects to redeem Notes of any series pursuant to
the optional redemption provisions (if any) thereof, it must notify the Trustee
of the redemption date, the redemption price and the principal amount of Notes
of that series to be redeemed by delivering written notice at least 45 days
before the redemption date (unless a shorter period is satisfactory to the
Trustee). Any such notice may be cancelled at any time prior to notice of such
redemption being mailed to any Holder and shall thereby be void and of no
effect. If fewer than all of the Notes of any series are being redeemed, the
particular Notes to be redeemed shall be selected not more than 60 days prior to
the redemption date by the Trustee, from the outstanding Notes of such series
not previously called for redemption, by such method as may be specified by the
terms of such Notes or, if no such method is so specified, by such method as the
Trustee shall deem fair and appropriate. The Trustee shall notify the Company
promptly in writing of the Notes or portions of Notes to be called for
redemption and, in the case of any Notes selected for partial redemption, the
principal amount thereof to be redeemed. Except as otherwise provided as to any
particular series of Notes, Notes and portions thereof that the Trustee selects
shall be in amounts equal to the minimum authorized denomination for Notes of
the series to be redeemed or any integral multiple thereof, except that if all
of the Notes of the series are to be redeemed, the entire outstanding amount of
the Notes of the series held by such Holder, even if not equal to the minimum
authorized denomination for the Notes of that series, shall be


                                       19
<PAGE>
redeemed. Provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.

            (b) Notice of redemption must be mailed by first-class mail by the
Company or at the Company's request, by the Trustee in the name and at the
expense of the Company, to Holders at the address set forth in the most recent
noteholder list described in Section 2.10 hereof whose Notes are to be redeemed
at least 30 days but not more than 60 days before the redemption date. The
notice of redemption will identify the Notes to be redeemed and will include or
state the following:

            (1) the redemption date;

            (2) the redemption price fixed in accordance with the terms of the
      Notes of the series to be redeemed, plus accrued interest, if any, to the
      date fixed for redemption (the "Redemption Price");

            (3) the place or places where Notes are to be surrendered to the
      Paying Agent for redemption;

            (4) that Notes called for redemption must be so surrendered to the
      Paying Agent in order to collect the Redemption Price;

            (5) that, on the redemption date, the Redemption Price will become
      due and payable on Notes called for redemption, and, unless the Company
      defaults in payment of the Redemption Price, interest on Notes called for
      redemption will cease to accrue on and after the redemption date;

            (6) if less than all the outstanding Notes of any series are to be
      redeemed, the identification (and, in the case of partial redemption, the
      principal amounts) of the particular Notes to be redeemed;

            (7) if any Note contains a CUSIP number, no representation is being
      made as to the correctness of the CUSIP number either as printed on the
      Notes or as contained in the notice of redemption and that the Holder
      should rely only on the other identification numbers printed on the Notes;
      and

            (8) that the redemption is for a sinking fund, if such is the case.

            (c) Once notice of redemption is sent to the Holders, Notes called
for redemption become due and payable at the redemption price on the redemption
date, and upon surrender of the Notes called for redemption, the Company shall
redeem such Notes at the Redemption Price. Commencing on the redemption date,
Notes redeemed will cease to accrue interest. Upon surrender of any Note
redeemed in part, the Holder will receive a new Note equal in principal amount
to the unredeemed portion of the surrendered Note.

            Section 3.02. Exclusion of Certain Notes From Eligibility for
Selection for Redemption. Notes shall be excluded from eligibility for selection
for redemption if they are identified by registration and certificate number in
an Officers' Certificate delivered to the


                                       20
<PAGE>
Trustee at least 40 days prior to the last date on which notice of redemption
may be given as being owned of record and beneficially by, and not pledged or
hypothecated by either (a) the Issuer or (b) an entity specifically identified
in such written statement as directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company.

            Section 3.03. Deposit of Redemption Price. Prior to 10:00 a.m. on
any redemption date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 4.04) an amount of money sufficient to pay the
Redemption Price of, and (except if the redemption date shall be an Interest
Payment Date, unless otherwise specified in or pursuant to the Board Resolutions
or in the supplemental indenture executed in connection with the particular
series of Notes) any accrued interest on, all the Notes or portions thereof
which are to be redeemed on that date.

                                  ARTICLE IV.
                                   COVENANTS

            Section 4.01. Payment of Principal, Premium and Interest. The
Company covenants and agrees for the benefit of each series of Notes that it
will duly and punctually pay or cause to be paid the principal of, and interest
on, each of the Notes of such series (together with any additional amounts
payable pursuant to the terms of such Notes) at the place or places, at the
respective times and in the manner provided in such Notes and in this Indenture.
Each installment of interest on any Note may at the Company's option be paid by
mailing a check for such interest, payable to or upon the written order of the
Person entitled thereto pursuant to Section 2.03, to the address of such Person
as it appears on the Register or by wire transfer to an account of the Person
entitled thereto as such account shall be provided to the Registrar and shall
appear on the Register. At the option of the Company, all payments of principal
may be paid by official bank check to the Holder of the Note or other person
entitled thereto against surrender of such Note.

            Section 4.02. Offices for Payments, Etc. The Company will maintain
in the Borough of Manhattan, The City of New York, an agency where the Notes of
each series may be presented for payment, an agency where the Notes of each
series may be presented for exchange as is provided in this Indenture and, if
applicable, pursuant to Section 2.03 an agency where the Notes of each series
may be presented for registration of transfer as is provided in this Indenture,
which, in each case, initially shall be the Corporate Trust Office of the
Trustee.

            The Company will give to the Trustee written notice of the location
of each such agency and of any change of location thereof. In case the Company
shall fail to maintain any agency required by this Section to be located in the
Borough of Manhattan, The City of New York, or shall fail to give such notice of
the location or of any change in the location of any of the above agencies,
presentations and demands may be made and notices may be served at the Corporate
Trust Office of the Trustee. The Company hereby initially appoints the Trustee
as its agency for each of said purposes.

            The Company may from time to time designate one or more additional
agencies where the Notes of a series may be presented for payment, where the
Notes of that series may be


                                       21
<PAGE>
presented for exchange as provided in this Indenture and pursuant to Section
2.03 and where the Notes of that series may be presented for registration of
transfer as provided in this Indenture, and the Company may from time to time
rescind any such designation, as the Company may deem desirable or expedient;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain the agency provided for in the
first paragraph of this Section 4.02. The Company will give to the Trustee
prompt written notice of any such designation or rescission thereof.

            Section 4.03. Appointment to Fill a Vacancy in Office of Trustee.
The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.08, a Trustee, so
that there shall at all times be a Trustee with respect to each series of Notes
hereunder.

            Section 4.04. Paying Agents. Whenever the Company shall appoint a
paying agent other than the Trustee with respect to the Notes of any series, it
will cause such paying agent to execute and deliver to the Trustee an instrument
in which such agent shall agree with the Trustee, subject to the provisions of
this Section,

            (a) that it will hold all sums received by it as such agent for the
      payment of the principal of or interest on the Notes of such series in
      trust for the benefit of the holders of the Notes of such series or of the
      Trustee;

            (b) that it will give the Trustee notice of any failure by the
      Company to make any payment of the principal of or interest on the Notes
      of such series when the same shall be due and payable; and

            (c) that at any time during the continuance of any such failure,
      upon the written request of the Trustee it will forthwith pay to the
      Trustee all sums so held in trust by such paying agent.

            The Company will, prior to each due date of the principal of or
interest on the Notes of such series, deposit with the paying agent a sum
sufficient to pay such principal or interest so becoming due, and (unless such
paying agent is the Trustee) the Company will promptly notify the Trustee of any
failure to take such action.

            If the Company shall act as its own paying agent with respect to the
Notes of any series, it will, on or before each due date of the principal of or
interest on the Notes of such series, set aside, segregate and hold in trust for
the benefit of the holders of the Notes of such series a sum sufficient to pay
such principal or interest so becoming due. The Company will promptly notify the
Trustee of any failure to take such action.

            Anything in this Section to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining satisfaction and
discharge of one or more series of Notes, or for any other reason, pay, or cause
to be paid, to the Trustee all sums held in trust by the Company or any Paying
Agent, such sums to be held by the Trustee upon the same trusts as those upon
which such sums were held by the Company or such Paying Agent.


                                       22
<PAGE>
            Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 8.05.

            Section 4.05. Written Statement to Trustee. The Company shall
deliver to the Trustee on or before May 15 in each year (beginning with May 15,
2003) a written statement, signed by two of its officers one of which shall be
the principal executive, principal financial or principal accounting officer to
the Company (which need not comply with Section 12.05 hereof), stating that in
the course of the performance of their duties as officers of the Company they
would normally have knowledge of any default by the Company in the performance
or fulfillment of any covenant, agreement or condition contained in this
Indenture, without regard to notice requirements or periods of grace, stating
whether or not they have knowledge of any such default and, if so, specifying
each such default of which the signers have knowledge and the nature thereof.

            The Company shall deliver to the Trustee, as soon as possible and in
any event within five days after the Company becomes aware of the occurrence of
any Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of Default, an Officers' Certificate setting
forth the details of such Event of Default or default and the action which the
Company proposes to take with respect thereto.

            Section 4.06. [Reserved].

            Section 4.07. Limitation on Liens. (a) The Company will not itself,
and will not permit any Domestic Subsidiary to, incur, issue, assume or
guarantee any indebtedness for money borrowed evidenced by notes, bonds,
debentures or other similar evidences of indebtedness ("Debt"), secured by a
mortgage or other encumbrance (a "Mortgage") on any Principal Manufacturing
Property of the Company or any Domestic Subsidiary, or any shares of stock or
Debt of any Domestic Subsidiary which owns a Principal Manufacturing Property,
without effectively providing that the Notes shall be secured equally and
ratably with (or prior to) such secured Debt, so long as such secured Debt shall
be so secured; provided, however, that this Section shall not apply to, and
there shall be excluded from secured Debt in any computation under this Section,
Debt secured by:

            (1) Mortgages of the Company or its Domestic Subsidiaries existing
      at the time of this Indenture;

            (2) Mortgages on property of, or on any shares of stock of, any
      corporation existing at the time such corporation becomes a Domestic
      Subsidiary;

            (3) Mortgages on property or shares of stock of a Domestic
      Subsidiary existing at the time of acquisition thereof (including
      acquisitions through merger or consolidation) or to secure the payment of
      all or any part of the purchase price or construction cost thereof or to
      secure any Debt incurred prior to, at the time of, or within 180 days
      after, the acquisition of such property or shares or the completion of any
      such construction and commencement of full operation of such property for
      the purpose of financing all or any part of the purchase price or
      construction cost thereof;

            (4) Mortgages in favor of the Company or any Domestic Subsidiary;


                                       23
<PAGE>
            (5) Mortgages in favor of the United States of America, any State of
      the United States of America, or any subdivision, agency, department or
      other instrumentality thereof, to secure partial, progress, advance or
      other payments pursuant to any contract or provision of any statute; and

            (6) any extension, renewal or replacement (or successive extensions,
      renewals or replacements), as a whole or in part, of any Debt secured by
      any Mortgage referred to in the foregoing clauses (1) to (5), inclusive;
      provided that (i) such extension, renewal or replacement Mortgage shall be
      limited to all or a part of the same property or shares of stock that
      secured the Mortgage extended, renewed or replaced (plus improvements on
      such property) and (ii) the Debt secured by such Mortgage at such time is
      not increased.

            (b) Notwithstanding the limitations on liens described in Section
4.07(a), the Company or any Domestic Subsidiary may incur, issue, assume or
guarantee any Debt secured by a Mortgage on any Principal Manufacturing Property
of the Company or its Domestic Subsidiaries or any shares of stock or Debt of
any Domestic Subsidiary which owns a Principal Manufacturing Property, in
addition to that permitted above and without any obligation to secure the Notes,
provided that at the time of such incurrences, issuance, assumption or guarantee
of such Debt, and after giving effect thereto, Exempted Debt does not exceed 15%
of the Consolidated Net Tangible Assets of the Company and its Subsidiaries,
taken as a whole.

            Section 4.08. Limitation on Sale and Leaseback. (a) The Company will
not itself, and it will not permit any Domestic Subsidiary to, enter into any
arrangement with any bank, insurance company or other lender or investor (not
including the Company or any Domestic Subsidiary) or to which any such lender or
investor is a party, providing for the leasing by the Company or such Subsidiary
for a period, including renewals, in excess of three years of any Principal
Manufacturing Property of the Company or any Domestic Subsidiary which has been
or is to be sold or transferred, more than 180 days after the later of (i) the
acquisition thereof, (ii) the completion of construction thereof or (iii) the
commencement of full operation thereof, by the Company or any such Subsidiary to
such lender or investor or to any person to whom funds have been or are to be
advanced by such lender or investor on the security of such Principal
Manufacturing Property (herein referred to as a "Sale and Leaseback
Transaction") unless either:

            (1) the Company or such Domestic Subsidiary could create Debt
      secured by a Mortgage pursuant to Section 4.07 on the Principal
      Manufacturing Property to be leased back in an amount equal to the
      Attributable Debt with respect to such Sale and Leaseback Transaction
      without equally and ratably securing the Notes, or

            (2) the Company within 180 days after the sale or transfer shall
      have been made by the Company or by any such Subsidiary, applies an amount
      equal to the greater of (i) the net proceeds of the sale of the Principal
      Manufacturing Property sold and leased back pursuant to such arrangement
      or (ii) the fair market value of the Principal Manufacturing Property so
      sold and leased back at the time of entering into such arrangement (as
      determined by any two of the following: the Chairman, President, any Vice
      President, Treasurer and Controller of the Company) to the retirement of
      Funded Debt of the Company or any Domestic Subsidiary; provided that the
      amount to be applied


                                       24
<PAGE>
      to the retirement of Funded Debt of the Company or any Domestic Subsidiary
      shall be reduced by (a) the principal amount of any Notes delivered within
      180 days after such sale to the Trustee for retirement and cancellation,
      and (b) the principal amount of Funded Debt, other than Notes, voluntarily
      retired by the Company within 180 days after such sale. Notwithstanding
      the foregoing, no retirement referred to in this clause may be effected by
      payment at maturity or pursuant to any mandatory sinking fund payment or
      any mandatory prepayment provision.

            (b) Notwithstanding the provisions of paragraph (a) of this Section
4.08, the Company or any Domestic Subsidiary may enter into a Sale and Leaseback
Transaction in addition to that permitted by paragraph (a) of this Section 4.08
and without any obligation to retire any Notes or other indebtedness referred to
in paragraph (a) of this Section 4.08, provided that at the time of entering
into such Sale and Leaseback Transaction and after giving effect thereto,
Exempted Debt does not exceed 15% of Consolidated Net Tangible Assets of the
Company and its Subsidiaries, taken as a whole.

            Section 4.09. Calculation of Original Issue Discount. The Company
shall file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including daily
rates and accrual periods) accrued on outstanding Notes as of the end of such
year and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.

                                   ARTICLE V.
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

            Section 5.01. Company May Consolidate, Merge, Etc., on Certain
Terms. The Company covenants that it will not merge or consolidate with any
other corporation or sell or convey (including by way of lease) all or
substantially all of its assets to any Person, unless (i) either the Company
shall be the continuing corporation, or the successor corporation or the Person
which acquires by sale or conveyance substantially all the assets of the Company
(if other than the Company) shall be a corporation or entity organized under the
laws of the United States of America, any state thereof or the District of
Columbia and shall expressly assume the due and punctual payment of the
principal of and interest on all the Notes of each series, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed or observed by the
Company, by supplemental indenture satisfactory to the Trustee, executed and
delivered to the Trustee by such corporation or Person, and (ii) the Company or
such successor corporation or Person, as the case may be, shall not, immediately
after such merger or consolidation, or such sale or conveyance, be in Default in
the performance of any such covenant or condition.

            Section 5.02. Successor Company Substituted. In case of any such
consolidation, merger, sale or conveyance, and following such an assumption by
the successor corporation, such successor corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named
herein. Such successor corporation may cause to be signed, and may issue either
in its own name or in the name of the Company prior to such succession any or
all of the Notes issuable hereunder, which theretofore shall not have been
signed by the


                                       25
<PAGE>
Company and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Notes, which previously shall have been signed and delivered
by the Officers of the Company to the Trustee for authentication, and any Notes,
which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All of the Notes so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Notes theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Notes had been issued at the date of the
execution hereof.

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

            In the event of any such sale or conveyance (other than a conveyance
by way of lease), the Company or any successor corporation which shall
theretofore have become such in the manner described in this Article shall be
discharged from all obligations and covenants under this Indenture and the Notes
and may be liquidated and dissolved.

            Section 5.03. Opinion of Counsel to Trustee. The Trustee, subject to
the provisions of Sections 7.01 and 7.02, may receive an Opinion of Counsel,
prepared in accordance with Section 12.05, as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.

                                   ARTICLE VI.
                              DEFAULT AND REMEDIES

            Section 6.01. Events of Default. An "Event Of Default" occurs with
respect to Notes of any particular series, unless it is specifically deleted or
modified in the Officers' Certificate, Board Resolutions and/or supplemental
indenture (if any) in respect of such series, and in addition to any other
events which may be specified as Events of Default in the Officers' Certificate,
Board Resolutions and/or supplemental indenture (if any) in respect of such
series, if:

            (1) the Company defaults in the payment of the principal (or
      premium, if any, on) any Note of such series when the same becomes due and
      payable at maturity, upon acceleration or redemption, or otherwise;

            (2) the Company defaults in the payment of interest on any Note of
      such series when the same becomes due and payable, and the default
      continues for a period of 30 days;

            (3) default in the payment of any sinking fund installment, when and
      as due by the terms of a Note of that series, and the default continues
      for a period of 30 days;

            (4) the Company defaults in the performance of or breaches any other
      covenant or agreement of the Company contained in the Notes of such series
      or in this Indenture and the default or breach continues for a period of
      90 consecutive days after


                                       26
<PAGE>
      written notice to the Company by the Trustee or to the Company and the
      Trustee by the Holders of 25% or more in aggregate principal amount of the
      Notes of such affected series;

            (5) an involuntary case or other proceeding is commenced against the
      Company with respect to it or its debts under any bankruptcy, insolvency
      or other similar law now or hereafter in effect seeking the appointment of
      a trustee, receiver, liquidator, custodian or other similar official of it
      or any substantial part of its property, and such involuntary case or
      other proceeding remains undismissed and unstayed for a period of 60
      consecutive days; or an order for relief is entered against the Company
      under the federal bankruptcy laws as now or hereafter in effect; or

            (6) the Company (i) commences a voluntary case under any applicable
      bankruptcy, insolvency or other similar law now or hereafter in effect, or
      consents to the entry of an order for relief in an involuntary case under
      any such law, (ii) consents to the appointment of or taking possession by
      a receiver, liquidator, assignee, custodian, trustee, sequestrator or
      similar official of the Company or for all or substantially all of the
      property and assets of the Company or (iii) effects any general assignment
      for the benefit of creditors (an event of default specified in clause (5)
      or (6) a "Bankruptcy Default").

            Section 6.02. Acceleration.

            (a) If an Event of Default with respect to the Notes of any series,
other than a Bankruptcy Default with respect to the Company, occurs and is
continuing under the Indenture, unless the principal of all the Notes of such
series have already become due and payable, the Trustee or the Holders of at
least 25% in aggregate principal amount of the Notes of such series then
outstanding (each such series voting as a separate class), by written notice to
the Company (and to the Trustee if the notice is given by the Holders), may, and
the Trustee at the request of such Holders shall, declare the principal of,
premium, if any and accrued interest on the Notes to be immediately due and
payable (or if the Notes of such series are Original Discount Notes, such
portion of the principal amount as may be specified in the terms of such
series). Upon a declaration of acceleration, such principal and interest will
become immediately due and payable. If a Bankruptcy Default occurs with respect
to the Company, the principal of, premium, if any and accrued interest on all
Notes of each series then outstanding (or if the Notes of such series are
Original Discount Notes, such portion of the principal amount as may be
specified in the terms of such series) will, unless the principal of all the
Notes of such series shall have already become due and payable, become
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

            (b) At any time after such a declaration of acceleration with
respect to the Notes of a series has been made and before a judgment or decree
for payment of the money due has been obtained by the Trustee as hereinafter
provided, the Holders of a majority in principal amount of outstanding Notes of
such series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if:

            (1) the Company has paid or deposited with the Trustee a sum
      sufficient to pay:


                                       27
<PAGE>
                  (i) all overdue interest on all the Notes of such series;

                  (ii) the principal of any of the Notes of such series which
            has become due otherwise than by such declaration of acceleration,
            and interest thereon at the rate or rates prescribed therefor in
            such Notes; and

                  (iii) to the extent that payment of such interest is lawful
            and applicable, interest upon overdue installments of interest at
            the rate or rates prescribed therefor in such Notes; and

            (2) all Events of Default with respect to the Notes of such series,
      other than the non-payment of the principal of, and interest on, such
      Notes which have become due solely by such declaration of acceleration,
      have been cured or waived or otherwise remedied in accordance with the
      provisions of this Indenture.

            For all purposes under this Indenture, if a portion of the principal
of any Original Issue Discount Notes shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Notes shall be deemed, for all
purposes hereunder, to be such portion of the principal thereof as shall be due
and payable as a result of such acceleration, and payment of such portion of the
principal thereof as shall be due and payable as a result of such acceleration
together with interest, if any, thereon and all other amounts owing thereunder,
shall constitute payment in full of such Original Issue Discount Notes.

            Section 6.03. Other Remedies. If an Event of Default occurs, has not
been waived, and is continuing with respect to the Notes of any series, the
Trustee may pursue, in its own name or as trustee of an express trust, any
available remedy by proceeding at law or in equity to collect the payment of
principal of, premium, if any and interest on the Notes of such series or to
enforce the performance of any provision of the Notes of such series or the
Indenture. The Trustee may maintain a proceeding even if it does not possess any
of the Notes of such series or does not produce any of them in the proceeding.

            Section 6.04. Waiver of Past Defaults. Except as otherwise provided
in Sections 6.02, 6.07 and 9.02, the Holders of a majority in aggregate
principal amount of the outstanding Notes may, by notice to the Trustee, waive
an existing Default and its consequences. Upon such waiver, the Default will
cease to exist, any Event of Default arising therefrom will be deemed to have
been cured and each of the Company, the Trustee and the Holders of the Notes
will be restored to their former positions and rights hereunder; provided,
however, that no such waiver will extend to any subsequent or other Default or
impair any right consequent thereon.

            Section 6.05. Control by Majority. The Holders of a majority in
aggregate principal amount of the outstanding Notes of a particular series (or
if more than one series is affected, of all such series voting as a separate
class) may direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee. However, the Trustee may refuse to follow any such direction
that conflicts with law or this Indenture, that may involve the Trustee in
personal liability, or that


                                       28
<PAGE>
the Trustee determines in good faith may be unduly prejudicial to the rights of
Holders of Notes of such series not joining in the giving of such direction, and
may take any other action it deems proper that is not inconsistent with such
direction.

            Section 6.06. Limitation on Suits. A Holder may not pursue any
proceeding, judicial or otherwise, or the appointment of a receiver or trustee,
or any other remedy under the Indenture or the Notes of the applicable series,
unless:

            (1) the Holder has previously given to the Trustee written notice of
      a continuing Event of Default;

            (2) Holders of at least 25% in aggregate principal amount of then
      outstanding Notes of the series in respect of which the Event of Default
      has occurred have made written request to the Trustee to pursue a remedy
      in respect of the Event of Default;

            (3) such Holders have offered to the Trustee indemnity reasonably
      satisfactory to the Trustee against any costs, liabilities or expenses to
      be incurred in compliance with such request;

            (4) the Trustee for 60 days after its receipt of such notice,
      request and offer of indemnity has failed to pursue any such remedy; and

            (5) during such 60-day period, the Holders of a majority in
      aggregate principal amount of the outstanding Notes of such series have
      not given the Trustee a direction that is inconsistent with such written
      request.

            The foregoing limitations do not apply to any proceeding instituted
by a Holder with respect to a Default in the payment of principal, premium, if
any, or interest on any Series of Notes.

            No Holder of any series of Notes may use this Indenture to prejudice
the rights of another Holder of Notes of that series or to obtain a preference
or priority over another Holder of Notes of that series.

            Section 6.07. Rights of Holders to Receive Payment. Notwithstanding
anything herein to the contrary, the right of any Holder to receive payment of
principal of and premium, if any, and interest on its Note on or after the
Stated Maturities thereof, or to bring suit for the enforcement of any such
payment on or after such respective dates, may not be impaired or affected
without the consent of that Holder.

            Section 6.08. Collection Suit by Trustee. If an Event of Default in
payment of principal or interest specified in clause (1) or (2) of Section 6.01
occurs and is continuing with respect to the Notes of any series, upon the
demand of the Trustee the Company will pay to the Trustee for the benefit of the
Holders of any affected series of Notes the premium, if any, and interest
remaining unpaid on the Notes of that series then outstanding, together with
interest on overdue principal and, to the extent lawful, overdue installments of
interest, in each case at the rate specified in the Notes, and such further
amount as is sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and


                                       29
<PAGE>
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee hereunder. If the Company fails to pay such amount upon demand by the
Trustee, the Trustee will be empowered to recover judgement in its own name and
as trustee of an express trust the sums so due and payable.

            Section 6.09. Trustee May File Proofs of Claim. The Trustee may file
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee hereunder) and the
Holders allowed in any judicial proceedings relating to the Company or its
respective creditors or property, and is entitled and empowered to collect,
receive and distribute any money, securities or other property payable or
deliverable upon any such claims. Any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, if the Trustee consents to the making of such payments directly to
the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel, and any other amounts due the Trustee hereunder. Nothing in the
Indenture will be deemed to empower the Trustee to authorize or consent to, or
accept or adopt on behalf of any Holder, any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding.

            Section 6.10. Priorities. If the Trustee collects any money with
respect to Notes of any series pursuant to this Article, it shall pay out the
money in the following order:

            First: to the payment of costs and expenses applicable to such
      series in respect of which monies have been collected, including
      reasonable compensation to the Trustee and each predecessor Trustee and
      their respective agents and attorneys and of all expenses and liabilities
      incurred, and all advances made, by the Trustee and each predecessor
      Trustee except as a result of negligence or bad faith, and all other
      amounts due to the Trustee or any predecessor Trustee pursuant to Section
      7.07;

            Second: in accordance with the subordination provisions, if any, of
      the Notes of such series;

            Third: in case the principal of the Notes of such series in respect
      of which monies have been collected shall not have become and be then due
      and payable, to the payment of interest on the Notes of such series in
      default in the order of the maturity of the installments of such interest,
      with interest (to the extent that such interest has been collected by the
      Trustee) upon the overdue installments of interest at the same rate as the
      rate of interest or yield to maturity (in the case of Original Issue
      Discount Notes) specified in such Notes, such payments to be made ratably
      to the persons entitled thereto, without discrimination or preference;

            Fourth: in case the principal of the Notes of such series in respect
      of which monies have been collected shall have become and shall be then
      due and payable, to the


                                       30
<PAGE>
      payment of the whole amount then owing and unpaid upon all the Notes of
      such series for principal and interest, with interest upon the overdue
      principal, and (to the extent such interest has been collected by the
      Trustee) upon overdue installments of interest at the same rate as the
      rate of interest or yield to maturity (in the case of Original Issue
      Discount Notes) specified in the Notes of such series; and in case such
      monies shall be insufficient to pay in full the whole amount so due and
      unpaid upon the Notes of such series, then to the payment of such
      principal and interest, without preference or priority of principal over
      interest or yield to maturity, or of interest or yield to maturity over
      principal, or of any installment of interest over any other installment of
      interest, or of any Notes of such series over any other Notes of such
      series, ratably to the aggregate of such principal and accrued and unpaid
      interest or yield to maturity; and

            Fifth: to the Company or such other Person as a court of competent
      jurisdiction may direct.

            The Trustee, upon written notice to the Company, may fix a record
      date and payment date for any payment to Holders pursuant to this Section.

            Section 6.11. Restoration of Rights and Remedies. If the Trustee or
any Holder has instituted a proceeding to enforce any right or remedy under the
Indenture and the proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to the Holder, then, subject
to any determination in the proceeding, the Company, the Trustee and the Holders
will be restored severally and respectively to their former positions hereunder
and thereafter all rights and remedies of the Company, the Trustee and the
Holders will continue as though no such proceeding had been instituted.

            Section 6.12. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under the Indenture or in any suit against the Trustee
for any action taken or omitted to be taken by it as Trustee, all parties to
this Indenture agree, and each Holder shall be deemed to have agreed, that a
court may require any party litigant in such suit (other than the Trustee) to
file an undertaking to pay the costs of the suit, and the court may assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant (other than the Trustee) in the suit, having due regard to the merits
and good faith of the claims or defenses made by the party litigant. This
Section does not apply to a suit by a Holder to enforce payment of principal,
premium, if any, and interest on any Note of any series on the respective due
dates, or a suit by Holders of more than 10% in principal amount of the
outstanding Notes of any series.

            Section 6.13. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement of lost, destroyed or wrongfully taken
Notes of any series in Section 2.04, no right or remedy conferred or reserved to
the Trustee or to the Holders under this Indenture is intended to be exclusive
of any other right or remedy, and all such rights and remedies are, to the
extent permitted by law, cumulative and in addition to every other right and
remedy hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or exercise of any right or remedy hereunder, or otherwise, will
not prevent the concurrent assertion or exercise of any other right or remedy.


                                       31
<PAGE>
            Section 6.14. Delay or Omission Not Waiver. No delay or omission of
the Trustee or of any Holder to exercise any right or remedy accruing upon any
Event of Default will impair the exercise of any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

            Section 6.15. Waiver of Stay, Extension or Usury Laws. The Company
covenants, to the extent that it may lawfully do so, that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law
that would prohibit or forgive the Company from paying all or any portion of the
principal of, premium, if any, or interest on the Notes of any series as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
that may affect the covenants or the performance of the Indenture. The Company
hereby expressly waives, to the extent that it may lawfully do so, all benefit
or advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as if no such law had been enacted.

                                  ARTICLE VII.
                                  THE TRUSTEE

            Section 7.01. General.

            (a) The duties and responsibilities of the Trustee are as provided
by the Trust Indenture Act and as set forth herein. Whether or not expressly so
provided, every provision of the Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee is subject to this
Article.

            (b) Except during the continuance of an Event of Default with
respect to the Notes of any series, the Trustee need perform only those duties
that are specifically set forth in the Indenture and no others, and no implied
covenants or obligations will be read into the Indenture that are adverse to the
Trustee. In case an Event of Default has occurred and is continuing with respect
to the Notes of any series, the Trustee shall exercise those rights and powers
vested in it by the Indenture, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

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

            Section 7.02. Certain Rights of Trustee. Subject to Trust Indenture
Act Section 315(a) through (d):

            (1) In the absence of bad faith on its part, the Trustee may
      conclusively rely, and will be protected in acting or refraining from
      acting, upon any resolution, certificate, statement, instrument, opinion,
      report, notice, request, direction, consent, order, bond,


                                       32
<PAGE>
      debenture, note, other evidence of indebtedness or other paper or document
      believed by it to be genuine and to have been signed or presented by the
      proper Person. The Trustee need not investigate any fact or matter stated
      in the document, but, in the case of any document which is specifically
      required to be furnished to the Trustee pursuant to any provision hereof,
      the Trustee shall examine the document to determine whether it conforms to
      the requirements of the Indenture (but need not confirm or investigate the
      accuracy of mathematical calculations or other facts stated therein). The
      Trustee, in its discretion, may make further inquiry or investigation into
      such facts or matters as it sees fit.

            (2) Before the Trustee acts or refrains from acting, it may require
      an Officers' Certificate or an Opinion of Counsel conforming to Section
      12.05, and the Trustee will not be liable for any action it takes or omits
      to take in good faith in reliance on the certificate or opinion.

            (3) The Trustee may act through its attorneys and agents and will
      not be responsible for the misconduct or negligence of any agent appointed
      with due care.

            (4) The Trustee will be under no obligation to exercise any of the
      rights or powers vested in it by the Indenture at the request or direction
      of any of the Holders of any series of Notes, unless such Holders have
      offered to the Trustee reasonable security or indemnity against the costs,
      expenses and liabilities that might be incurred by it in compliance with
      such request or direction.

            (5) The Trustee will not be liable for any action it takes or omits
      to take in good faith that it believes to be authorized or within its
      rights or powers or for any action it takes or omits to take in accordance
      with the direction of the Holders of any series of Notes in accordance
      with Section 6.05 relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee, or exercising any
      trust or power conferred upon the Trustee, under this Indenture.

            (6) The Trustee may consult with counsel, and the advice of such
      counsel or any Opinion of Counsel will be full and complete authorization
      and protection in respect of any action taken, suffered or omitted by it
      hereunder in good faith and in reliance thereon.

            (7) No provision of this Indenture will require the Trustee to
      expend or risk its own funds or otherwise incur any financial liability in
      the performance of its duties hereunder, or in the exercise of its rights
      or powers, unless it receives indemnity satisfactory to it against any
      loss, liability or expense.

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


                                       33
<PAGE>
            (9) The rights, privileges, protections, immunities and benefits
      given to the Trustee, including, without limitation, its rights to be
      indemnified, are extended to, and shall be enforceable by, the Trustee in
      each of its capacities hereunder, and each agent, custodian and other
      Person employed to act hereunder.

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

            Section 7.03. Individual Rights of Trustee. The Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not the Trustee. Any Agent may do the same with like
rights. However, the Trustee is subject to Trust Indenture Act Section 311. For
purposes of Trust Indenture Act Sections 311(b)(4) and (6):

            (a) "Cash Transaction" means any transaction in which full payment
      for goods or securities sold is made within seven days after delivery of
      the goods or securities in currency or in checks or other orders drawn
      upon banks or bankers and payable upon demand; and

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

            Section 7.04. Trustee's Disclaimer. The Trustee (i) makes no
representation as to the validity or adequacy of the Indenture or the Notes of
any series, (ii) is not accountable for the Company's use or application of the
proceeds from the Notes of any series and (iii) is not responsible for any
statement in the Notes of any series other than its certificate of
authentication.

            Section 7.05. Notice of Default. If any Default or Event of Default
occurs and is continuing with respect to the Notes of any series, and if it is
known to the Trustee, the Trustee will send notice of the uncured Default to
each Holder of the Notes of such series within 90 days after it occurs, unless
the Default has been cured; provided that, except in the case of a default in
the payment of the principal of, premium, if any or interest on any such Note,
the Trustee may withhold the notice if and so long as the board of directors,
the executive committee or a trust committee of directors of the Trustee in good
faith determines that withholding the notice is in the interest of the Holders.
Notice to Holders under this Section will be given in the manner and to the
extent provided in Trust Indenture Act Section 313(c). Except in the case of an
Event of


                                       34
<PAGE>
Default resulting from nonpayment on any Note, the Trustee shall not be deemed
to have notice of any Default or Event of Default unless an officer of the
Trustee has actual knowledge thereof or unless written notice of any event which
is in fact such a Default is received by the Trustee at the Corporate Trust
Office of the Trustee, and such notice references the Notes and this Indenture.

            Section 7.06. Reports by Trustee to Holders. The Trustee shall
transmit to each Holder such reports concerning, among other things, the Trustee
and its action under this Indenture as may be required pursuant to the Trust
Indenture Act at the time and in compliance with Section 313(a) of the Trust
Indenture Act. The Trustee also shall comply with Sections 313(b)(2) and 313(c)
of the Trust Indenture Act. A copy of each such report at the time of its
mailing to Noteholders shall be filed with the Commission and each stock
exchange, if any, on which the Notes of any series are listed. The Company shall
notify the Trustee if the Notes of any series become listed on any stock
exchange.

            Section 7.07. Compensation and Indemnity.

            (a) The Company will pay the Trustee from time to time such
compensation as shall be agreed upon in writing for its services. The
compensation of the Trustee is not limited by any law on compensation of a
Trustee of an express trust. The Company will reimburse the Trustee upon request
for all reasonable out-of-pocket expenses, disbursements and advances incurred
or made by the Trustee while acting as Trustee under this Indenture, including
the reasonable compensation and expenses of the Trustee's agents and counsel,
except any such expense as may arise from negligence or bad faith.

            (b) The Company will indemnify the Trustee for, and hold it harmless
against, any and all loss or liability or expense (including the reasonable fees
and expenses of counsel and taxes other than those based upon the income of the
Trustee) incurred by it without negligence or bad faith on its part arising out
of or in connection with the acceptance or administration of the Indenture and
its duties under the Indenture and the Notes of each series, including the costs
and expenses of defending itself against any claim (whether asserted by the
Company, any Holder or any Person) or liability and of complying with any
process served upon it or any of its officers in connection with the exercise or
performance of any of its powers or duties under the Indenture and any such
Notes. When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(5) and (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy law.

            (c) The obligations of the Company under this Section shall not be
subordinated to the payment of Senior Indebtedness pursuant to Article Eleven
hereof and shall constitute additional indebtedness hereunder and shall survive
the satisfaction and discharge of this Indenture. To secure the Company's
payment obligations in this Section, the Trustee will have a lien prior to the
Notes of each series on all money or property held or collected by the Trustee,
in its capacity as Trustee, except money or property held in trust to pay
principal of, premium, if any, and interest on particular Notes of any series.

            Section 7.08. Replacement of Trustee.


                                       35
<PAGE>
            (a) (i) The Trustee may resign at any time by written notice to the
      Company.

            (ii) The Holders of a majority in aggregate principal amount of the
      outstanding Notes of all series for which any one Trustee is acting as
      Trustee (voting as a single class) may remove such Trustee by written
      notice to the Company and the Trustee.

            (iii) If the Trustee is no longer eligible under Section 7.10 or in
      the circumstances described in Trust Indenture Act Section 310(b), any
      Holder that satisfies the requirements of Trust Indenture Act Section
      310(b) may petition any court of competent jurisdiction for the removal of
      the Trustee and the appointment of a successor Trustee.

            (iv) The Company may remove the Trustee if: (i) the Trustee is no
      longer eligible under Section 7.10; (ii) the Trustee is adjudged a
      bankrupt or an insolvent; (iii) a receiver or other public officer takes
      charge of the Trustee or its property; or (iv) the Trustee becomes
      incapable of acting.

            A resignation or removal of the Trustee and appointment of a
successor Trustee will become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

            (b) If the Trustee has been removed by the Holders, Holders of a
majority in principal amount of the outstanding Notes of all series for which
the Trustee was acting as Trustee (voting as a single class) may appoint a
successor Trustee for all such series with the consent of the Company.
Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the
office of Trustee for any reason, the Company will promptly appoint a successor
Trustee. If the successor Trustee does not deliver its written acceptance within
30 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Company or the Holders of a majority in aggregate principal amount of the
outstanding Notes of all series for which such Trustee was acting as Trustee
(voting as a single class) may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

            (c) Upon delivery by the successor Trustee of a written acceptance
of its appointment to the retiring Trustee and to the Company, (i) the retiring
Trustee will transfer all property held by it as Trustee to the successor
Trustee, subject to the lien provided for in Section 7.07, (ii) the resignation
or removal of the retiring Trustee will become effective, and (iii) the
successor Trustee will have all the rights, powers and duties of the Trustee
under the Indenture. Upon request of any successor Trustee, the Company will
execute any and all instruments for fully and vesting in and confirming to the
successor Trustee all such rights, powers and trusts. The successor Trustee will
mail notice of any resignation and any removal of the Trustee and its
appointment to all Holders, and include in the notice its name and the address
of its Corporate Trust Office.

            (d) Notwithstanding replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 7.07 will continue for the
benefit of the retiring Trustee.

            (e) The Trustee agrees to give the notices provided for in, and
otherwise comply with, Trust Indenture Act Section 310(b).


                                       36
<PAGE>
            Section 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act will, if such resulting, surviving
or transferee corporation or national banking association is otherwise eligible
under the Indenture, be the successor Trustee with the same effect as if the
successor Trustee had been named as the Trustee in the Indenture.

            Section 7.10. Eligibility. The Indenture must always have a Trustee
that satisfies the requirements of Trust Indenture Act Section 310(a) and (b)
and has a combined capital and surplus of at least $50,000,000 as set forth in
its most recent published annual report of condition.

            Section 7.11. Money Held in Trust. The Trustee will not be liable
for interest on any money received by it except as it may agree with the
Company. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law and except for money held in trust
under Article Eleven.

                                 ARTICLE VIII.
                            DEFEASANCE AND DISCHARGE

            Section 8.01. Discharge of Company's Obligations.

            (a) Subject to paragraph (b) of this Section 8.01, the Company's
obligations under any series of Notes and this Indenture will terminate if:

            (1) all Notes of such series previously authenticated and delivered
      (other than (i) destroyed, lost or stolen Notes of such series that have
      been replaced or (ii) Notes of such series that are paid pursuant to
      Section 4.01 or (iii) Notes of such series for whose payment money or U.S.
      Government Obligations have been held in trust and then repaid to the
      Company pursuant to Section 8.05) have been delivered to the Trustee for
      cancellation and the Company has paid all sums payable by it hereunder; or

            (2)   (A) the Notes of such series mature within one year, or all of
      them are to be called for redemption within one year under arrangements
      satisfactory to the Trustee for giving the notice of redemption;

                  (B) the Company irrevocably deposits in trust with the
      Trustee, as trust funds solely for the benefit of the Holders of such
      Notes, money or U.S. Government Obligations or a combination thereof
      sufficient, in the opinion of a nationally recognized firm of independent
      public accountants expressed in a written certificate delivered to the
      Trustee, without consideration of any reinvestment, to pay principal of,
      premium, if any, and each installment of interest on such Notes to
      maturity or redemption, as the case may be, and to pay all other sums
      payable by it hereunder;

                  (C) no Default or event that with the passage of time or the
      giving of notice, or both, will constitute an Event of Default has
      occurred and is continuing on the date of the deposit;


                                       37
<PAGE>
                  (D) the deposit will not result in a breach or violation of,
      or constitute a default under, this Indenture or any other agreement or
      instrument to which the Company is a party or by which it is bound;

                  (E) the Company delivers to the Trustee an Officers'
      Certificate and an Opinion of Counsel, in each case stating that all
      conditions precedent provided for herein relating to the satisfaction and
      discharge of the Indenture have been complied with;

                  (F) the Company has received from, or there has been published
      by, the Internal Revenue Service a ruling or there has been a change in
      law, which in the Opinion of Counsel provides that holders of such Notes
      will not recognize gain or loss for Federal income tax purposes as a
      result of such deposit, defeasance and discharge and will be subject to
      Federal income tax on the same amount, in the same manner and at the same
      times as would have been the case if such deposit, defeasance and
      discharge had not occurred; and

                  (G) the Company has delivered to the Trustee an Opinion of
      Counsel to the effect that such deposit shall not cause the Trustee or the
      trust so created to be subject to the Investment Company Act of 1940.

            (b) After satisfying the conditions in clause (1), only the
Company's obligations under Section 7.07 will survive. After satisfying the
conditions in clause (2), only the Company's obligations in Article Two and
Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the
Trustee upon request will acknowledge in writing the discharge of the Company's
obligations under the Notes of such series and the Indenture other than the
surviving obligations.

            Section 8.02. Legal Defeasance. Unless this Section 8.02 is
otherwise specified, pursuant to Section 2.01(m), to be inapplicable to Notes of
any Series, after the 91st day following the deposit referred to in clause (1),
the Company will be deemed to have paid and will be discharged from its
obligations in respect of the Notes of such series and the Indenture (as it
relates to the Notes of such series), other than its obligations in Article Two
and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06, provided the following
conditions have been satisfied:

            (1) The Company has irrevocably deposited in trust with the Trustee,
      as trust funds solely for the benefit of the Holders of Notes of such
      series, money or U.S. Government Obligations or a combination thereof
      sufficient, in the opinion of a nationally recognized firm of independent
      public accountants expressed in a written certificate thereof delivered to
      the Trustee, without consideration of any reinvestment, to pay principal
      of, premium, if any, and each installment of interest on the Notes of such
      series to maturity or redemption, as the case may be, provided that any
      redemption before maturity has been irrevocably provided for under
      arrangements satisfactory to the Trustee.

            (2) No Default or event that with the passing of time or the giving
      of notice, or both, will constitute an Event of Default, has occurred and
      is continuing on the date of


                                       38
<PAGE>
      the deposit or occurs at any time during the 91-day period following the
      deposit with respect to the Notes of such series.

            (3) The deposit will not result in a breach or violation of, or
      constitute a default under, the Indenture or any other agreement or
      instrument to which the Company is a party or by which it is bound.

            (4) The Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, in each case stating that all
      conditions precedent provided for herein relating to the defeasance have
      been complied with.

            (5) The Company has delivered to the Trustee:

                  (A) an Opinion of Counsel stating either that (x) the Company
            has received from or there has been published by the Internal
            Revenue Service a ruling or (y) there has been a change in law after
            the date of this Indenture to the effect that the Holders of the
            Notes of such series will not recognize gain or loss for federal
            income tax purposes as a result of the deposit, defeasance and
            discharge and will be subject to federal income tax on the same
            amount and in the same manner and at the same times as would
            otherwise have been the case, and

                  (B) an Opinion of Counsel to the effect that (i) the creation
            of the defeasance trust does not violate or cause the Trustee or the
            trust so created to be subject to the Investment Company Act of
            1940, (ii) the Holders of the Notes of such series have a valid
            first priority security interest in the trust funds (subject to
            customary exceptions), and (iii) after the passage of 91 days
            following the deposit, the trust funds will not be subject to the
            effect of Section 547 of the United States Bankruptcy Code or
            Section 15 of the New York Debtor and Creditor Law.

            (6) If the Notes of such series are listed on a national securities
      exchange, the Company has delivered to the Trustee an Opinion of Counsel
      to the effect that the deposit and defeasance will not cause such Notes to
      be delisted.

            Prior to the end of the 91-day period, none of the Company's
obligations under the Indenture will be discharged. Thereafter, the Trustee upon
request will acknowledge in writing the discharge of the Company's obligations
under the Notes of such series and the Indenture (as it relates to the Notes of
such series) except for the surviving obligations specified above.

            Section 8.03. Covenant Defeasance. Unless this Section 8.03 is
otherwise specified, pursuant to Section 2.01(m), to be inapplicable to the
Notes of any series, after the 91st day following the deposit referred to in
clause (1), the Company's obligations set forth in Sections 4.07 and 4.08,
Article Five will terminate, and clauses (3), (4), (5) and (6) of Section 6.01
will no longer constitute Events of Default, provided the following conditions
have been satisfied:

            (1) The Company has complied with clauses (1), (2), (3), (4), (5)(B)
      and (6) of Section 8.02; and


                                       39
<PAGE>
            (2) the Company has delivered to the Trustee an Opinion of Counsel
      to the effect that the Holders will not recognize gain or loss for federal
      income tax purposes as a result of the deposit and defeasance and will be
      subject to federal income tax on the same amount and in the same manner
      and at the same times as would otherwise have been the case.

            Except as specifically stated above, none of the Company's
obligations under the Indenture will be discharged as a result of convent
defeasance pursuant to this Section 8.03.

            Section 8.04. Application of Trust Money. Subject to Section 8.05,
the Trustee will hold in trust the money or U.S. Government Obligations
deposited with it pursuant to Section 8.01, 8.02 or 8.03, and apply the
deposited money and the proceeds from deposited U.S. Government Obligations to
the payment of principal of, premium, if any, and interest on the series of
Notes for which such deposit was made in accordance with the Notes such series
and the Indenture. Such money and U.S. Government Obligations need not be
segregated from other funds except to the extent required by law.

            Section 8.05. Repayment to Company. Subject to Sections 7.07, 8.01,
8.02 or 8.03, the Trustee will promptly pay to the Company upon request any
excess money or U.S. Government Obligations held by the Trustee at any time and
thereupon be relieved from all liability with respect to such money. The Trustee
will pay to the Company upon request any money or U.S. Government Obligations
held for payment with respect to the Notes of any series that remains unclaimed
for two years, provided that before making such payment the Trustee may at the
expense of the Company publish once in a newspaper of general circulation in New
York City, or send to each Holder entitled to such money, notice that the money
remains unclaimed and that after a date specified in the notice (at least 30
days after the date of the publication or notice) any remaining unclaimed
balance of money will be repaid to the Company. After payment to the Company,
Holders entitled to such money must look solely to the Company for payment,
unless applicable law designates another Person, and all liability of the
Trustee with respect to such money will cease.

            Section 8.06. Reinstatement. If and for so long as the Trustee is
unable to apply any money or U.S. Government Obligations held in trust pursuant
to Section 8.01, 8.02 or 8.03 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under the Indenture (with respect to the applicable series of Notes) and the
Notes of the applicable series will be reinstated as if no such deposit in trust
had been made. If the Company makes any payment of principal of, premium, if
any, or interest on any Notes because of the reinstatement of its obligations,
it will be subrogated to the rights of the Holders of such Notes to receive such
payment from the money or U.S. Government obligations held in trust.

                                  ARTICLE IX.
                            SUPPLEMENTAL INDENTURES

            Section 9.01. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee,


                                       40
<PAGE>
at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:

            (1) to evidence the succession of another corporation to the Company
      and the assumption by such successor of the covenants of the Company
      herein and in the Notes;

            (2) to add to the covenants of the Company for the benefit of the
      Holders of all or any series of Notes (and, if such covenants are to be
      for the benefit of less than all series of Notes, stating that such
      covenants are expressly being included solely for the benefit of such
      series), or to surrender any right or power herein conferred upon the
      Company;

            (3) to add any additional Events of Default (and, if such Events of
      Default are to be applicable to less than all series of Notes, stating
      that such Events of Default are expressly being included solely to be
      applicable to such series); provided, however, that in respect of any such
      additional Events of Default such supplemental indenture may provide for a
      particular grace period after default (which period may be shorter or
      longer than that allowed in the case of other defaults) or may provide for
      an immediate enforcement upon such default or may limit the remedies
      available to the Trustee upon such default or may limit the right of the
      Holders of a majority in aggregate principal amount of the series of Notes
      to which such additional Events of Default apply to waive such default;

            (4) to change or eliminate any restrictions on the payment of
      principal (or premium, if any) of Notes, provided that any such action
      shall not adversely affect the interests of the Holders of Notes of any
      series in any material respect;

            (5) to change or eliminate any of the provisions of this Indenture,
      provided that any such change or elimination shall become effective only
      when there is no outstanding Note of any series created prior to the
      execution of such supplemental indenture that is entitled to the benefit
      of such provision;

            (6) to establish the form or terms of Notes of any series as
      permitted by Section 2.01;

            (7) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Notes of one or more
      series and to add to or change any of the provisions of this Indenture as
      shall be necessary to provide for or facilitate the administration of the
      trusts hereunder by more than one Trustee;

            (8) to add guarantees to the Notes;

            (9) to supplement any of the provisions of the Indenture to such
      extent as shall be necessary to permit or facilitate the defeasance and
      discharge of any series of Notes pursuant to Sections 8.01, 8.02 or 8.03;
      provided that any such action shall not adversely affect the interests of
      the Holders of Notes of such series or any other series of Notes in any
      material respect;


                                       41
<PAGE>
            (10) to cure any ambiguity, to correct or supplement any provision
      herein that may be defective or inconsistent with any other provision
      herein, or to make any other provisions with respect to matters or
      questions arising under this Indenture that shall not be inconsistent with
      any provisions of this Indenture, provided such other provisions shall not
      adversely affect the interests of the Holders of Notes of any series in
      any material respect;

            (11) to secure the Notes;

            (12) to make any changes that would provide any additional rights or
      benefits to Holders of Notes or that do not adversely affect the legal
      rights under the Indenture of any such Holder;

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

            (14) to provide for the conversion rights of Holders of Notes in
      certain events such as an amalgamation, consolidation, merger or sale of
      all or substantially all of the assets of the Company; or

            (15) to reduce the conversion price, if applicable, of any series of
      Notes.

            Section 9.02. Supplemental Indentures with Consent of Holders. (a)
Except as provided in Section 9.01, with the consent of the Holders of not less
than a majority in principal amount of the outstanding Notes affected by such
supplemental indenture, by act of said Holders delivered to the Company and the
Trustee, the Company when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders under this Indenture of such Notes; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
outstanding Note affected thereby:

            (1) change the Stated Maturity of the principal of, or any
      installment of interest on, any Note, or reduce the principal amount
      thereof or the interest thereon or any premium payable upon redemption
      thereof, or reduce the amount of the principal of an Original Issue
      Discount Note that would be due and payable upon a declaration of
      acceleration of the Maturity thereof pursuant to Section 6.02, or change
      any place of payment, or change the currency in which any Note or interest
      thereon is payable, or impair the right to institute suit for the
      enforcement of any such payment on or after the Stated Maturity thereof
      (or, in the case of redemption, on or after the redemption date);

            (2) reduce the percentage in principal amount of the outstanding
      Notes of any series, the consent of whose Holders is required for any such
      supplemental indenture, or the consent of whose Holders is required for
      any waiver (of compliance with certain provisions of this Indenture or
      certain Defaults hereunder and their consequences) provided for in this
      Indenture; or


                                       42
<PAGE>
            (3) modify any of the provisions of this Section or Section 6.03,
      except to increase any such percentage or to provide that certain other
      provisions of this Indenture cannot be modified or waived without the
      consent of the Holder of each outstanding Notes affected thereby;
      provided, however, that this clause shall not be deemed to require the
      consent of any Holder with respect to changes in the references to "the
      Trustee" and concomitant changes in this Section, or the deletion of this
      proviso, in accordance with the requirements of Section 9.01(7).

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

            (c) A supplemental indenture that changes or eliminates any covenant
or other provisions of this Indenture that has expressly been included solely
for the benefit of one or more particular series of Notes, or that modifies the
rights of the Holders of Notes of such series with respect to such covenant or
other provision, shall be deemed not to affect the rights under this Indenture
of the Holders of Notes of any other series.

            (d) After an amendment, modification or waiver under this Section
becomes effective, the Company will send to the Holders affected thereby a
notice briefly describing the amendments, modification or waiver. The Company
will send supplemental indentures to Holders upon request. Any failure of the
Company to send such notice, or any defect therein, will not, however, in any
way impair or affect the validity of any such amendment, modification,
supplemental indenture or waiver.

            Section 9.03. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article (other than Section 9.01(6)) or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and,
subject to Section 7.02, shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture, is not inconsistent herewith, is a valid, legal
and binding obligation of the Company enforceable in accordance with its terms,
subject to enforceability being limited by bankruptcy, insolvency or other laws
or foreign governmental actions affecting the enforcement of creditors' rights
generally and equitable remedies including the remedies of specific performance
and injunction being granted only in the discretion of a court of competent
jurisdiction and, in connection with a supplemental indenture executed pursuant
to Section 9.01, that the Trustee is authorized to execute and deliver such
supplemental indenture without the consent of the Holders and, in connection
with a supplemental indenture executed pursuant to Section 9.02, that the
requisite consents of the Holders have been validly obtained in accordance with
Section 9.02 hereof. The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture that affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

            Section 9.04. Effect of Supplemental Indentures. Upon the execution
of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes;


                                       43
<PAGE>
and every Holder of Notes theretofore or thereafter authenticated and delivered
under this Indenture shall be bound by the supplemental indenture.

            Section 9.05. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

            Section 9.06. Reference in Notes to Supplemental Indentures. Notes
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Notes of any series so modified as to conform, in the opinion of the Trustee
and the Board of Directors, to any such supplemental indenture may be prepared
and executed by the Company and authenticated and delivered by the Trustee in
exchange for outstanding Notes of such series.

                                   ARTICLE X.
                                 SINKING FUNDS

            Section 10.01. Applicability of Article. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Notes of a
series except as otherwise specified pursuant to Section 2.01 for Notes of such
series. The minimum amount of any sinking fund payment provided for by the terms
of Notes of any series is herein referred to as "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Notes of any series is herein referred to as an "optional sinking fund
payment". If provided for by the terms of Notes of any series, the amount of any
sinking fund payment may be subject to reduction as provided in Section 10.02.
Each sinking fund payment shall be applied to the redemption of Notes of any
series as provided for by the terms of such Notes.

            Section 10.02. Satisfaction of Sinking Fund Payments with Notes. In
lieu of making all or part or any mandatory sinking fund payment in cash, the
Company may deliver outstanding Notes of a series (other than any previously
called for redemption) and may apply as a credit Notes of a series that have
been redeemed either at the election of the Company pursuant to the terms of
such Notes or through the application of permitted optional sinking fund
payments pursuant to the terms of such Notes, in each case, in satisfaction of
all or any part of any sinking fund payment with respect to such Notes of such
series required to be made pursuant to, and as provided for by, their terms;
provided that such Notes have not been previously so credited. Such Notes shall
be received and credited for such purpose by the Trustee at the redemption price
specified in such Notes for redemption through operation of the sinking fund and
the amount of such sinking fund payment shall be reduced accordingly.

            Section 10.03. Redemption of Notes for Sinking Fund. Not less than
60 days prior to each sinking fund payment date for any series of Notes (unless
a shorter period shall be satisfactory to the Trustee), the Company will deliver
to the Trustee an Officers' Certificate of such entity specifying the amount of
the next sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, that is to be satisfied by delivering and
crediting


                                       44
<PAGE>
Notes of that series pursuant to Section 10.02 and the basis for any such credit
and, prior to or concurrently with the delivery of such Officers' Certificate,
will also deliver to the Trustee any Notes to be credited and not theretofore
delivered to the Trustee. Not less than 45 days (unless a shorter period shall
be satisfactory to the Trustee) before each sinking fund payment date the
Trustee shall select the Notes to be redeemed upon such sinking fund payment
date in the manner specified in Section 3.01 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 3.01. Such notice having been duly given, the
redemption of such Notes shall be made upon the terms and in the manner stated
in Sections 3.01 and 3.02.

                                  ARTICLE XI.
                             SUBORDINATION OF NOTES

            Section 11.01. Applicability of Article; Agreement to Subordinate.
In the event a series of Notes is designated as subordinated pursuant to Section
2.01 ("Subordinated Notes") and except as otherwise provided in a supplemental
indenture or pursuant to Section 2.01, the Company, for itself, its successors
and assigns, covenants and agrees, and each Holder of Subordinated Notes by his
acceptance thereof, likewise covenants and agrees, that the payment of the
principal of (and premium, if any) and interest, if any, on each and all of the
Subordinated Notes is hereby expressly subordinated, to the extent and in the
manner set forth in this Article, in right of payment to the prior payment in
full of all Senior Indebtedness.

            Section 11.02. Rights of Holders of Subordinated Indebtedness. (a)
In the event of any insolvency or bankruptcy proceedings, or any receivership,
liquidation, reorganization or other similar proceedings, relative to the
Company or to its creditors, as such, or to its property, and in the event of
any proceedings for voluntary liquidation, dissolution or other winding up of
the Company, whether or not involving insolvency or bankruptcy, and in the event
of any execution sale, then the holders of Senior Indebtedness shall be entitled
to receive payment in full of the principal and premium, if any, thereof and
interest due thereon (including without limitation, except to the extent, if any
prohibited by mandatory provisions of law, post petition interest in any such
proceedings) in money before the Holders of Subordinated Notes are entitled to
receive any payment on account of the principal of, premium, if any, or interest
on the indebtedness evidenced by the Subordinated Notes, and to that end the
holders of Senior Indebtedness shall be entitled to receive for application in
payment thereof any payment or distribution of any kind or character, whether in
cash or property or securities, which may be payable or deliverable in
connection with any such proceedings or sale in respect of the principal of,
premium, if any, or interest on the Subordinated Notes other than securities of
the Company as reorganized or readjusted or securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in this Article
Eleven with respect to the Subordinated Notes, to the payment of all
indebtedness of the nature of Senior Indebtedness, provided that the rights of
the holders of the Senior Indebtedness are not altered by such reorganization or
readjustment;

            (b) In the event and during the continuation of any default in
payment of any Senior Indebtedness or if any event of default, as therein
defined, shall exist and all grace periods with respect thereto shall have
expired, under any Senior Indebtedness or any agreement pursuant to which any
Senior Indebtedness is issued, no payment of the principal of, premium, if


                                       45
<PAGE>
any, or interest on the Subordinated Notes shall be made and the Company
covenants that it will, upon ascertaining any such default or event of default,
provide written notice to the Trustee of such default or event of default,
provided that payment on the Subordinated Notes may and shall be resumed, in the
case of a notice relating to a payment default on such Senior Indebtedness, upon
the date on which it is cured or waived pursuant to the terms of such Senior
Indebtedness, and, in the case of a notice relating to a nonpayment default, the
earlier of the date on which it is cured or waived pursuant to the terms of such
Senior Indebtedness or 179 days after the date on which such notice is received
by the Trustee, unless the maturity of the relevant Senior Indebtedness of the
Company has been accelerated;

            (c) In the event that the Subordinated Notes of any series are
declared due and payable before their expressed maturity because of the
occurrence of an Event of Default (under circumstances when the provisions of
subsection (a) of this Section 11.02 shall not be applicable), the holders of
all Senior Indebtedness shall be entitled to receive payment in full in money of
such Senior Indebtedness before such Holders of Subordinated Notes are entitled
to receive any payment on account of the principal of or interest on the
Subordinated Notes; and

            (d) No holder of Senior Indebtedness shall be prejudiced in his
right to enforce subordination of the Subordinated Notes by any act or failure
to act on the part of the Company.

            Section 11.03. Payments and Distributions. In the event that,
notwithstanding the provisions of Section 11.02, any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities (other than securities of the Company as reorganized or readjusted or
securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in this Article Eleven with respect to the Subordinated
Notes, to the payment of all indebtedness of the nature of Senior Indebtedness,
provided that the rights of the holders of the Senior Indebtedness are not
altered by such reorganization or readjustment) shall be received by the Holders
of Subordinated Notes or by the Trustee for their benefit in connection with any
proceedings or sale referred to in subsection (a) of Section 11.02 before all
Senior Indebtedness is paid in full in money, such payment or distribution shall
be paid over to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of
assets of the Company, if any, otherwise such payment or distribution shall be
paid over to the holders of such Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Indebtedness may have been issued,
ratably according to the aggregate amounts remaining unpaid on account of the
Senior Indebtedness held or represented by each, for application to the payment
of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness
shall have been paid in full in money, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness.

            From and after the payment in full in money of all Senior
Indebtedness, the Holders of Subordinated Notes (together with the holders of
any other indebtedness of the Company which is subordinate in right of payment
to the payment in full of all Senior Indebtedness, which is not subordinate in
right of payment to the Subordinated Notes and which by its terms grants such
right of subrogation to the holder thereof) shall be subrogated to the


                                       46
<PAGE>
rights of the holders of Senior Indebtedness to receive payments or
distributions of assets or securities of the Company applicable to the Senior
Indebtedness until the Subordinated Notes shall be paid in full, and, for the
purposes of such subrogation, no such payments or distributions to the holders
of Senior Indebtedness of assets or securities, which otherwise would have been
payable or distributable to Holders of Subordinated Notes, shall, as between the
Company, its creditors other than the holders of Senior Indebtedness and the
Holders, be deemed to be a payment by the Company to or on account of the Senior
Indebtedness, it being understood that the provisions of this Article Eleven are
and are intended solely for the purpose of defining the relative rights of the
Holders, on the one hand, and the holders of the Senior Indebtedness, on the
other hand, and nothing contained in this Article Eleven or elsewhere in this
Indenture or in the Subordinated Notes is intended to or shall impair as between
the Company, its creditors other than the holders of Senior Indebtedness and the
Holders of Subordinated Notes, the obligation of the Company, which is
unconditional and absolute, to pay to the Holders of Subordinated Notes the
principal of and interest on the Subordinated Notes as and when the same shall
become due and payable in accordance with their terms, or to affect the relative
rights of the Holders of Subordinated Notes and creditors of the Company other
than the holders of the Senior Indebtedness, nor shall anything herein or
therein prevent the Trustee or the Holder of any Subordinated Note from
exercising all remedies otherwise permitted by applicable law upon Default under
this Indenture subject to the rights of the holders of Senior Indebtedness,
under Section 11.02, to receive cash, property or securities of the Company
otherwise payable or deliverable to the Holders of the Subordinated Notes.

            Upon any distribution or payment in connection with any proceedings
or sale referred to in subsection (a) of Section 11.02, the Trustee, subject as
between the Trustee and the Holders of Subordinated Notes to the provisions of
Section 7.02 hereof, shall be entitled to rely upon a certificate of the
liquidating trustee or agent or other person making any distribution or payment
to the Trustee, the amount of such Senior Indebtedness or the amount payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Eleven. In the event that the Trustee
determines, in good faith, that further evidence is required with respect to the
right of any person as a holder of Senior Indebtedness to participate in any
payment or distribution pursuant to this Section 11.03, the Trustee may request
such person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Indebtedness held by such person, as to the extent to
which such person is entitled to participate in such payment or distribution,
and as to other facts pertinent to the rights of such person under this Section
11.03, and if such evidence is not furnished, the Trustee may defer any payment
to such person pending judicial determination as to the right of such person to
receive such payment.

            The Trustee, however, shall not be deemed to owe any fiduciary duty
to the holders of Senior Indebtedness, and shall not be liable to any such
holders if it shall in good faith pay over or distribute to Holders of
Subordinated Notes or the Company or any other person moneys or assets to which
any holders of Senior Indebtedness shall be entitled by virtue of Article Eleven
of this Indenture or otherwise.

            Section 11.04. Payments by the Company. Nothing contained in this
Article Eleven or elsewhere in this Indenture, or in any of the Subordinated
Notes, shall prevent at any time, (a) the Company from making payments at any
time of principal of or interest on the


                                       47
<PAGE>
Subordinated Notes, except under the conditions described in Section 11.02 or
during the pendency of any proceedings or sale therein referred to, provided,
however, that payments of principal of, premium, if any, or interest on the
Subordinated Notes shall only be made by the Company within three business days
of the due dates for such payments or (b) the application by the Trustee of any
moneys deposited with it hereunder to the payment of or on account of the
principal of, premium, if any, or interest on the Subordinated Notes, if all the
time of such deposit the Trustee did not have written notice in accordance with
Section 11.06 of any event prohibiting the making of such deposit by the Company
or if in the event of redemption, the Trustee did not have such written notice
prior to the time that the notice of redemption pursuant to Section 3.01 was
given (which notice of redemption shall in no event be given more than 60 days
prior to the date fixed for redemption).

            Section 11.05. Appointment of the Trustee by Holders. Each Holder by
his acceptance of a Subordinated Note authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination as provided in this Article Eleven and appoints the
Trustee as attorney-in-fact for any and all such purposes, including, in the
event of any dissolution, winding up, liquidation or reorganization of the
Company (whether in bankruptcy, insolvency or receivership proceedings or upon
an assignment for the benefit of creditors or otherwise) tending towards
liquidation of the business and assets of the Company, the immediate filing of a
claim for the unpaid balance of such Holder's Subordinated Notes in the form
required in said proceedings and cause said claim to be approved.

            Section 11.06. Notice to Trustee. Notwithstanding the provisions of
this Article Eleven or any other provisions of this Indenture, the Trustee shall
not be charged with the knowledge of the existence of any facts which would
prohibit the making of any payment of moneys to or by the Trustee, unless and
until the Trustee shall have received written notice thereof from the Company or
from the holder of, or the representative of any class of, Senior Indebtedness,
together with proof satisfactory to the Trustee of such holding of Senior
Indebtedness or of the authority of such representative; provided, however, that
if at least two business days prior to the date upon which by the terms hereof
any such monies may become payable for any purpose (including, without
limitation, the payment of either the cash amount payable at maturity or
interest on any Subordinated Note) the Trustee shall not have received with
respect to such monies the notice provided for in this Section 11.06, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such monies and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary, which may be received by it on or after such three
business days prior to such date.

            Section 11.07. Rights of Trustee. The Trustee shall be entitled to
all the rights set forth in this Article Eleven with respect to any Senior
Indebtedness which may at any time be held by it, to the same extent as any
other holder of Senior Indebtedness.

            Section 11.08. Paying Agent. In case at any time any paying agent
other than the Trustee shall be appointed by the Company and be then acting
hereunder, the term "Trustee" as used in this Article Eleven shall in such case
(unless the context shall otherwise require) be construed as extending to and
including such paying agent within its meaning as fully for all


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intents and purposes as if such paying agent were named in this Article Eleven
in place of the Trustee.

                                  ARTICLE XII.
                                  MISCELLANEOUS

            Section 12.01. Trust Indenture Act of 1939. The Indenture shall
incorporate and be governed by the provisions of the Trust Indenture Act that
are required to be part of and to govern indentures qualified under the Trust
Indenture Act.

            Section 12.02. Noteholder Communications; Noteholder Actions.

            (a) The rights of Holders to communicate with other Holders with
respect to the Indenture or the Notes are as provided by the Trust Indenture
Act, and the Company and the Trustee shall comply with the requirements of Trust
Indenture Act Sections 312(a) and 312(b). Neither the Company nor the Trustee
will be held accountable by reason of any disclosure of information as to names
and addresses of Holders made pursuant to the Trust Indenture Act.

            (b) (1) Any request, demand, authorization, direction, notice,
consent to amendment, modification or waiver or other action provided by this
Indenture to be given or taken by a Holder (an "Act") may be evidenced by an
instrument signed by the Holder delivered to the Trustee. The fact and date of
the execution of the instrument, or the authority of the person executing it,
may be proved in any manner that the Trustee deems sufficient.

            (2) The Trustee may make reasonable rules for action by or at a
meeting of Holders of any one or more series of Notes, which will be binding on
all the Holders of such Notes.

            (3) The ownership of Notes shall be proved by the Register.

            (c) Any Act by the Holder of any Note binds that Holder and every
subsequent Holder of a Note that evidences the same debt as the Note of the
acting Holder, even if no notation thereof appears on the Note. Subject to
paragraph (d), a Holder may revoke an act as to its Notes, but only if the
Trustee receives the notice of revocation before the date the amendment or
waiver or other consequence of the act becomes effective.

            (d) The Company may, but is not obligated to, fix a record date
(which need not be within the time limits otherwise prescribed by Trust
Indenture Act Section 316(c)) for the purpose of determining the Holders
entitled to act with respect to any amendment or waiver or in any other regard,
except that during the continuance of an Event of Default, only the Trustee may
set a record date as to notices of default, any declaration or acceleration or
any other remedies or other consequences of the Event of Default. If a record
date is fixed, those Persons that were Holders at such record date and only
those Persons will be entitled to act, or to revoke any previous act, whether or
not those Persons continue to be Holders after the record date. No act will be
valid or effective for more than 90 days after the record date.

            Section 12.03. Notices.


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            (a) Any notice or communication to the Company will be deemed given
if in writing (i) when delivered in person or (ii) five days after mailing when
mailed by first class mail, or (iii) when sent by facsimile transmission, with
transmission confirmed. Any notice or communication to the Trustee will be
deemed given if in writing (i) when delivered in person, or (ii) when sent by
facsimile transmission, with transmission confirmed. In each case the notice or
communication should be addressed as follows:

            if to the Company:

            Scott A. Schreff
            Corporate Secretary and Assistant General Counsel
            The Timken Company
            Mail Code GNE 01
            1835 Dueber Avenue, S.W.
            Canton, Ohio 44706-0928
            FAX:  (330) 471-3541

            if to the Trustee:

            The Bank of New York
            Corporate Finance Unit
            101 Barclay Street, Floor 8 West
            New York, NY  10286
            FAX:  (212) 815-5704

            The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

            (b) Except as otherwise expressly provided with respect to published
notices, any notice or communication to a Holder will be deemed given when
mailed to the Holder at its last address as it appears on the Register by first
class mail or, as to any Global Note registered in the name of DTC or its
nominee, as agreed by the Company, the Trustee and DTC. Copies of any notice or
communication to a Holder, if given by the Company, will be mailed to the
Trustee at the same time. Defect in mailing a notice or communication to any
particular Holder will not affect its sufficiency with respect to other Holders.

            (c) Where the Indenture provides for notice, the notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and the waiver will be the equivalent of the notice. Waivers
of notice by Holders must be filed with the Trustee, but such filing is not a
condition precedent to the validity of any action taken in reliance upon such
waivers.

            Section 12.04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take any action
under the Indenture, the Company will furnish to the Trustee:


                                       50
<PAGE>
            (1) an Officers' Certificate stating that, in the opinion of the
      signers, all conditions precedent, if any, provided for in the Indenture
      relating to the proposed action have been complied with; and

            (2) an Opinion of Counsel stating that all such conditions precedent
      have been complied with.

            Section 12.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in the Indenture must include:

            (1) a statement that each Person signing the certificate or opinion
      has read the covenant or condition and the related definitions;

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

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

            (4) a statement as to whether or not, in the opinion of each such
      Person, such condition or covenant has been complied with, provided that
      an Opinion of Counsel may rely on an Officers' Certificate or certificates
      of public officials with respect to matters of fact.

            Section 12.06. Payment Date Other Than a Business Day. If any
payment with respect to a payment of any principal of, premium, if any, or
interest on any Note (including any payment to be made on any date fixed for
redemption or purchase of any Note) is due on a day which is not a Business Day,
then the payment need not be made on such date, but may be made on the next
Business Day with the same force and effect as if made on such date, and no
interest will accrue for the intervening period.


            Section 12.07. Governing Law. This Indenture and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York.






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<PAGE>



            Section 12.08. No Adverse Interpretation of Other Agreements. The
Indenture may not be used to interpret another indenture or loan or debt
agreement of the Company or any Subsidiary of the Company, and no such indenture
or loan or debt agreement may be used to interpret the Indenture.

            Section 12.09. Successors. All agreements of the Company in the
Indenture and the Notes will bind its successors. All agreements of the Trustee
in the Indenture will bind its successor.

            Section 12.10. Duplicate Originals. The parties may sign any number
of copies of the Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

            Section 12.11. Separability. In case any provision in the Indenture
or in the Notes is invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions will not in any way be affected or
impaired thereby.

            Section 12.12. Table of Contents and Headings. The Table of
Contents, Cross-Reference Table and headings of the Articles and Sections of the
Indenture have been inserted for convenience of reference only, are not to be
considered a part of the Indenture and in no way modify or restrict any of the
terms and provisions of the Indenture.

            Section 12.13. No Liability of Directors, Officers, Employees,
Incorporators and Stockholders. No director, officer, employee, incorporator,
member or stockholder of the Company or any Subsidiary will have any liability
for any obligations of the Company under the Notes or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations. Each Holder of
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes.

                                      * * *

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


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<PAGE>
                                   SIGNATURES

            IN WITNESS WHEREOF, the parties hereto have caused the Indenture to
be duly executed as of the date first written above.

                                       THE TIMKEN COMPANY
                                       as Issuer

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


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



                                       THE BANK OF NEW YORK
                                       as Trustee

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



                                       53
<PAGE>
                                                                       EXHIBIT A


For Global Note only: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
"DEPOSITORY", WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITORY FOR THE CERTIFICATES)
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND
ANY PAYMENT HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



                                       A-1