<PAGE>

                                                                     EXHIBIT 4.2

                             RPM INTERNATIONAL INC.

                                    as Issuer

                                       AND

                              THE BANK OF NEW YORK

                                   as Trustee

                           6.25% Senior Notes due 2013

                                    INDENTURE

                          Dated as of December 9, 2003

<PAGE>

                             CROSS REFERENCE TABLE*

<TABLE>
<S>                                                                       <C>
TIA Section.....................................................          Indenture Section
 310 (a)(1).....................................................                7.10
     (a)(2).....................................................                7.10
     (a)(3).....................................................                N.A.
     (a)(4).....................................................                N.A.
     (b)........................................................             7.08; 7.10
     (c)........................................................                N.A.
 311 (a)........................................................                7.11
     (b)........................................................                7.11
     (c)........................................................                N.A.
 312 (a)........................................................                2.08
     (b)........................................................                11.03
     (c)........................................................                11.03
 313 (a)........................................................                7.06
     (b)(1).....................................................                N.A.
     (b)(2).....................................................                7.06
     (c)........................................................                11.02
     (d)........................................................                7.06
 314 (a)........................................................          4.02; 4.03; 11.02
     (b)........................................................                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
     (b)........................................................             7.05; 11.02
     (c)........................................................                7.01
     (d)........................................................                7.01
     (e)........................................................                6.11
 316 (a) (last sentence)........................................                2.11
     (a)(1)(A)..................................................                6.05
     (a)(1)(B)..................................................                6.04
     (a)(2).....................................................                N.A.
     (b)........................................................                6.07
 317 (a)(1).....................................................                6.08
     (a)(2).....................................................                6.09
     (b)........................................................                2.07
 318 (a)........................................................                11.01
                           N.A. means Not Applicable.
</TABLE>

--------------------------
*        Note: This Cross Reference Table shall not, for any purpose, be deemed
         to be part of the Indenture.

<PAGE>

<TABLE>
<S>                                                                            <C>
                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01   Definitions................................................      1
SECTION 1.02   Other Definitions..........................................      9
SECTION 1.03   Incorporation by Reference of the TIA......................     10
SECTION 1.04   Rules of Construction......................................     10
SECTION 1.05   Acts of Holders............................................     10

                                    ARTICLE 2
                                 THE SECURITIES

SECTION 2.01   Form and Dating............................................     11
SECTION 2.02   Global Securities in General...............................     12
SECTION 2.03   Book-Entry Provisions......................................     12
SECTION 2.04   Certificated Securities....................................     13
SECTION 2.05   Execution and Authentication...............................     13
SECTION 2.06   Registrar and Paying Agent.................................     15
SECTION 2.07   Paying Agent to Hold Money and Securities in Trust.........     15
SECTION 2.08   Holder Lists...............................................     16
SECTION 2.09   Transfer and Exchange......................................     16
SECTION 2.10   Replacement Securities.....................................     18
SECTION 2.11   Outstanding Securities; Determinations of Holders' Action..     18
SECTION 2.12   Temporary Securities.......................................     19
SECTION 2.13   Cancellation...............................................     19
SECTION 2.14   Persons Deemed Owners......................................     20
SECTION 2.15   Transfers of Global Securities.............................     20
SECTION 2.16   CUSIP Numbers..............................................     24
SECTION 2.17   Restrictions on Transfer...................................     24

                                    ARTICLE 3
              REDEMPTION OF SECURITIES AT THE OPTION OF THE COMPANY

SECTION 3.01   Right to Redeem............................................     24
SECTION 3.02   Notice to Holders..........................................     25
SECTION 3.03   Selection of Securities to Be Redeemed.....................     25
SECTION 3.04   Notice of Redemption.......................................     25
SECTION 3.05   Effect of Notice of Redemption.............................     26
SECTION 3.06   Deposit of Redemption Price................................     26
SECTION 3.07   Securities Redeemed in Part................................     26
SECTION 3.08   Repayment to the Company...................................     26

                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01   Payment of Securities......................................     27
SECTION 4.02   SEC and Other Reports......................................     27
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                            <C>
SECTION 4.03   Compliance Certificate.....................................     27
SECTION 4.04   Further Instruments and Acts...............................     28
SECTION 4.05   Maintenance of Office or Agency............................     28
SECTION 4.06   Delivery of Certain Information............................     28
SECTION 4.07   Waiver of Compliance.......................................     28
SECTION 4.08   Notice of Additional Interest..............................     29
SECTION 4.09   Limitation on Liens........................................     29
SECTION 4.10   Restrictions on Sale-Leaseback Transactions................     29
SECTION 4.11   Exempted Liens and Sale-Leaseback Transactions.............     29
SECTION 4.12   Continued Existence........................................     30

                                    ARTICLE 5
                              SUCCESSOR CORPORATION

SECTION 5.01   When Company May Merge or Transfer Assets..................     30

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01   Events of Default..........................................     31
SECTION 6.02   Acceleration...............................................     32
SECTION 6.03   Other Remedies.............................................     33
SECTION 6.04   Waiver of Past Defaults....................................     33
SECTION 6.05   Control by Majority........................................     33
SECTION 6.06   Limitation on Suits........................................     34
SECTION 6.07   Rights of Holders to Receive Payment.......................     34
SECTION 6.08   Collection Suit by Trustee.................................     34
SECTION 6.09   Trustee May File Proofs of Claim...........................     34
SECTION 6.10   Priorities.................................................     35
SECTION 6.11   Undertaking for Costs......................................     35
SECTION 6.12   Waiver of Stay, Extension or Usury Laws....................     36

                                    ARTICLE 7
                                     TRUSTEE

SECTION 7.01   Duties of Trustee..........................................     36
SECTION 7.02   Rights of Trustee..........................................     37
SECTION 7.03   Individual Rights of Trustee...............................     39
SECTION 7.04   Trustee's Disclaimer.......................................     39
SECTION 7.05   Notice of Defaults.........................................     39
SECTION 7.06   Reports by Trustee to Holders..............................     39
SECTION 7.07   Compensation and Indemnity.................................     39
SECTION 7.08   Replacement of Trustee.....................................     40
SECTION 7.09   Successor Trustee by Merger................................     41
SECTION 7.10   Eligibility; Disqualification..............................     41
SECTION 7.11   Preferential Collection of Claims Against Company..........     41
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                            <C>
                                    ARTICLE 8
                             DISCHARGE OF INDENTURE

SECTION 8.01   Discharge of Liability on Securities.......................     41
SECTION 8.02   Repayment to the Company...................................     42

                                    ARTICLE 9
                                   AMENDMENTS

SECTION 9.01   Without Consent of Holders.................................     42
SECTION 9.02   With Consent of Holders....................................     43
SECTION 9.03   Compliance with TIA........................................     43
SECTION 9.04   Revocation and Effect of Consents, Waivers and Actions.....     43
SECTION 9.05   Notation on or Exchange of Securities......................     44
SECTION 9.06   Trustee to Sign Supplemental Indentures....................     44
SECTION 9.07   Effect of Supplemental Indentures..........................     44

                                   ARTICLE 10
                              PAYMENTS OF INTEREST

SECTION 10.01  Interest Payments..........................................     44
SECTION 10.02  Defaulted Interest.........................................     45
SECTION 10.03  Interest Rights Preserved..................................     46

                                   ARTICLE 11
                                  MISCELLANEOUS

SECTION 11.01  TIA Controls...............................................     46
SECTION 11.02  Notices....................................................     46
SECTION 11.03  Communication by Holders with Other Holders................     47
SECTION 11.04  Certificate and Opinion as to Conditions Precedent.........     47
SECTION 11.05  Statements Required in Certificate or Opinion..............     47
SECTION 11.06  Separability Clause........................................     48
SECTION 11.07  Rules by Trustee, Paying Agent and Registrar...............     48
SECTION 11.08  Legal Holidays.............................................     48
SECTION 11.09  GOVERNING LAW..............................................     48
SECTION 11.10  No Recourse Against Others.................................     48
SECTION 11.11  Successors.................................................     48
SECTION 11.12  Multiple Originals.........................................     48
</TABLE>

<TABLE>
<S>                        <C>
EXHIBITS

Exhibit A                  Form of Security
Exhibit B                  Transfer Certificate
</TABLE>

                                       iii

<PAGE>

                  INDENTURE dated as of December 9, 2003 by and among RPM
INTERNATIONAL INC., a Delaware corporation (the "Company"), and The Bank of New
York, a New York banking corporation (the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the creation of an issue of
6.25% Senior Notes due 2013 having the terms, tenor, amount and other provisions
hereinafter set forth, and, to provide therefor, the Company has duly authorized
the execution and delivery of this Indenture.

                  All things necessary to make the Securities, when the
Securities are duly executed by the Company and authenticated and delivered
hereunder, the valid obligations of the Company, and to make this Indenture a
valid and binding agreement of the Company, in accordance with their and its
terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.01 Definitions.

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

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

                  "Attributable Indebtedness" means, as to any particular lease
at any date as of which the amount thereof is to be determined, the total net
amount of rent (discounted from the respective due dates thereof at the rate per
annum set forth or implicit in the terms of such lease, compounded
semi-annually) required to be paid by the lessee under such lease during the
remaining term thereof. The net amount of rent required to be paid under any
such lease for any such period shall be the total scheduled amount of the rent
payable by the lessee with respect to such period, but may exclude amounts
required to be paid on account of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges. In the case of any lease that is
terminable by the lessee upon the payment of a penalty or other termination
payment, such

                                        1

<PAGE>

amount shall be the amount determined assuming termination upon the first date
such lease may be terminated (in which case the amount shall also include the
amount of the penalty or termination payment, 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).

                  "Bankruptcy Law" means Title 11, United States Code, or any
similar federal or state law for the relief of debtors.

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

                  "Board Resolution" means a copy of a resolution that is
delivered to the Trustee, certified by the Secretary or an Assistant Secretary
of the Company to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of such certification.

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

                  "Capital Lease Obligation" means, as to any Person, the
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) real and/or personal property to the
extent such obligations are required to be classified and accounted for as a
capital lease on a balance sheet of such Person under GAAP (including Statement
of Financial Accounting Standards No. 13 of the Financial Accounting Standards
Board) and, for purposes of this Indenture and the Securities, the amount of
such obligations shall be the capitalized amount thereof, determined in
accordance with GAAP (including such Statement No. 13).

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated) in
the equity interests of such Person, including without limitation, (i) with
respect to a corporation, common stock, preferred stock and any other capital
stock, (ii) with respect to a partnership, partnership interests (whether
general or limited), and (iii) with respect to a limited liability company,
limited liability company interests.

                  "Certificated Securities" means any of the Securities, held in
definitive form, containing the same terms and provisions as the Global
Securities, and evidencing all or part of a series of Securities authenticated
and delivered pursuant to the terms of this Indenture, but that do not bear the
Global Securities Legend.

                  "Commission" means the U.S. Securities and Exchange
Commission.

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

                  "Company Order" means a written request or order signed in the
name of the Company by any two Officers.

                                        2

<PAGE>

                  "Comparable Treasury Issue" means the United States Treasury
security selected by the Independent Investment Banker as having a maturity
comparable to the remaining term of the Securities that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.

                  "Comparable Treasury Price" means, with respect to any
Redemption Date for the Securities, (i) average of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third Business Day preceding such Redemption Date, as
set forth in the H.15 Daily Update of the Federal Reserve Bank, or (ii) if such
release (or any successor release) is not published or does not contain prices
on such Business Day, the Reference Treasury Dealer Quotations for such
Redemption Date.

                  "Consolidated Net Worth" means, at any time, the consolidated
stockholders' equity of the Company and its Subsidiaries calculated on a
consolidated basis as of such time.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at 101 Barclay Street -- 8W, New
York, NY 10286, Attention: Corporate Trust Administration or such other address
as the Trustee may designate from time to time by notice to the Company, or the
principal corporate trust office of any successor Trustee (or such other address
as a successor Trustee may designate from time to time by notice to the
Company).

                  "Custodian" means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.

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

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

                  "Dollar" or "$" means a dollar or other equivalent unit in
such coin or currency of the United States as at the time shall be legal tender
for the payment of public and private debts.

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

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

                  "Fair Market Value" means, as to any property acquired by the
Company or its Subsidiaries, the market value of such property as determined in
good faith by one or more Officers to whom authority to enter into the
applicable transaction has been delegated by the Board of Directors.

                  "Funded Indebtedness" means Indebtedness 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

                                        3

<PAGE>

less than 12 months but by its terms being renewable or extendible beyond 12
months from such date at the option of the obligor.

                  "GAAP" means generally accepted accounting principles in the
United States.

                  "Global Securities" means any of the Securities that are
authenticated and delivered to the Depositary for the Security, or its nominee,
registered in the name of such Depositary or nominee, and that bear the Global
Securities Legend.

                  "Global Securities Legend" means the legend labeled as such,
as set forth in the form of Security attached hereto as Exhibit A.

                  "Guaranty" by any Person shall mean any obligation, contingent
or otherwise, of such Person directly or indirectly guaranteeing any
Indebtedness of any other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness (whether arising by virtue of partnership
arrangements, by agreement to keep-well, to purchase assets, goods, securities
or services, to take-or-pay, or to maintain financial statement conditions or
otherwise, other than agreements to purchase goods at arm's length price in the
ordinary course of business) or (ii) entered into for the purpose of assuring in
any other manner the holder of such Indebtedness of the payment thereof or to
protect such holder against loss in respect thereof (in whole or in part);
provided that the term Guaranty shall not include endorsements for collection or
deposit in the ordinary course of business. The term "guarantee" used as a verb
has a corresponding meaning.

                  "H.15 (519)" means the weekly statistical release entitled
"H.15 (519) Selected Interest Rates" or any successor publication published by
the Board of Governors of the Federal Reserve System.

                  "H.15 Daily Update" means the daily update of H.15 (519)
available through the worldwide website of the Board of Governors of the Federal
Reserve System or any successor site or publication.

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

                  "Indebtedness" means, as to any Person (determined without
duplication): (i) indebtedness of such Person for money borrowed (whether by
loan or the issuance and sale of debt securities) or for the deferred purchase
or acquisition price of property or services, other than accounts payable (other
than for borrowed money) incurred in the ordinary course of business; (ii)
obligations of such Person in respect of letters of credit or similar
instruments issued or accepted by banks and other financial institutions for the
account of such Person (whether or not such obligations are contingent); (iii)
Capital Lease Obligations of such Person; (iv) obligations of such Person to
redeem or otherwise retire shares of capital stock of such Person; (v)
indebtedness of others of the type described in clause (i), (ii), (iii) or (iv)
above secured by a Lien on the property of such Person, whether or not the
respective obligation so secured has been assumed by such Person; and (vi)
indebtedness of others of the type described in clause (i), (ii), (iii) or (iv)
above Guaranteed by such Person.

                                        4

<PAGE>

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

                  "Independent Investment Banker" means Banc One Capital
Markets, Inc., or, if such firm is unwilling or unable to select the applicable
Comparable Treasury Issue, an independent banking institution of national
standing appointed by the Company.

                  "Interest Payment Date" means June 15 and December 15 of each
year, commencing June 15, 2004.

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

                  "Issue Price" of any Security means, in connection with the
original issuance of such Security, the initial issue price at which the
Security is sold as set forth on the face of the Security.

                  "Lien" means and includes any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.

                  "Make-Whole Amount" means the sum of the present values of the
remaining scheduled payments of principal and interest on the Securities to, but
excluding, the Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30 day months) at the applicable Treasury Rate plus 30
basis points. References in this Indenture to "premium", if any, payable in
respect of the Securities shall refer to any sum payable on the Securities as a
Make-Whole Amount in connection with any redemption of the Securities by the
Company.

                  "Non-U.S. Person" means a person who is not a "U.S. person,"
as defined in Regulation S.

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

                  "Officers' Certificate" means a written certificate signed in
the name of the Company by any two Officers, and delivered to the Trustee. An
Officers' Certificate given pursuant to Section 4.03 hereof shall be signed by
the principal executive, financial or accounting Officer of the Company.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is acceptable to the Trustee. The counsel may be an employee of, or
counsel to, the Company or the Trustee.

                                        5

<PAGE>

                  "Permitted Liens" means:

                  (i) Liens existing on the date of the Purchase Agreement and
         securing Indebtedness in an aggregate principal amount not exceeding
         $10.0 million; provided that no increase in the amount secured thereby
         is permitted;

                  (ii) Liens on the property or assets of the Company or any
         other property or assets of the Subsidiaries of the Company given to
         secure the payment of the purchase price incurred in connection with
         the acquisition, lease (including any Capital Lease Obligation) or
         construction of property (other than accounts receivable or inventory)
         useful and intended to be used in carrying on of the business of the
         Company or the businesses of the Subsidiaries of the Company, including
         Liens existing on such property at the time of acquisition, lease or
         construction thereof or improvements thereon, or Liens incurred within
         180 days of such acquisition or the completion of such construction;
         provided that (i) the Lien shall attach solely to the property
         acquired, purchased, leased, constructed or improved, (ii) at the time
         of acquisition or construction of such property, the aggregate amount
         remaining unpaid on all Indebtedness secured by Liens on such property,
         whether or not assumed by the Company or any Subsidiary of the Company,
         shall not exceed an amount equal to the lesser of the total purchase
         price or Fair Market Value at the time of acquisition or construction
         of such property, and (iii) the aggregate principal amount of all
         Indebtedness secured by such Liens shall not exceed the lesser of (y)
         the cost of the acquisition, lease or construction, as the case may be
         or (z) the Fair Market Value of such property;

                  (iii) Liens on property or assets of any Person existing at
         the time such Person becomes a Subsidiary of the Company or is merged
         with or into or consolidated with the Company or any Subsidiary of the
         Company or, at the time of a sale, lease or other disposition of the
         properties of a Person as an entirety or substantially as an entirety
         to the Company or any Subsidiary of the Company, or arising thereafter
         pursuant to contractual commitments entered into prior to and not in
         contemplation of such Person becoming a subsidiary and not in
         contemplation of any such merger or consolidation or any such sale,
         lease or other disposition; provided that such Liens shall not extend
         to the property or assets of the Company or any other property or
         assets of the Subsidiaries of the Company;

                  (iv) Any extension, renewal or replacement (or successive
         extensions, renewals or replacements) in whole or in part of any Lien
         referred to in the foregoing clauses; provided, however, that the
         principal amount of Indebtedness secured thereby shall not exceed the
         principal amount of Indebtedness so secured prior to such extension,
         renewal or replacement and that such extension, renewal or replacement
         Lien shall be limited to all or a part of the assets that secured the
         Lien so extended, renewed or replaced (plus improvements and
         construction on such real property);

                  (v) Other Liens arising in the ordinary conduct of the
         business of the Company or the businesses of the Subsidiaries of the
         Company (including Liens to secure the performance by the Company or
         the Subsidiaries of the Company of bids, tenders or trade contracts for
         sums not yet due and payable) which are not incurred in connection

                                        6

<PAGE>

         with the borrowing of money or the obtaining of advances or credit, or
         that is incidental to the ownership of properties and assets by the
         Company or the Subsidiaries of the Company in the ordinary conduct of
         the Company's business or the businesses of the Subsidiaries of the
         Company (including landlords', carriers', warehousemen's, mechanics',
         materialmen's and other similar Liens for sums not yet due and
         payable), or to secure the performance by the Company or the
         Subsidiaries of the Company of its or their statutory obligations
         (including obligations under workers compensation, unemployment
         insurance and other social security legislation), surety or appeal
         bonds; provided in each case that such Liens do not, in the aggregate,
         materially detract from the value of the property or assets of the
         Company or the property or assets of the Subsidiaries of the Company or
         materially impair the use thereof in the operation of the business of
         the Company or the businesses of the Subsidiaries of the Company;

                  (vi) Leases or subleases entered into by the Company or the
         Subsidiaries of the Company as either lessors or sublessors, easements,
         rights-of-way, restrictions and other similar charges or encumbrances
         (including zoning restrictions), in each case, that is incidental to
         the ownership of property or assets or the ordinary conduct of the
         business of the Company or the businesses of the Subsidiaries of the
         Company; provided that such Liens do not, in the aggregate, materially
         detract from the value of such property;

                  (vii) Liens for taxes, assessments or other governmental
         charges which are not yet due and payable as of the date of the
         Purchase Agreement; and

                  (viii) Liens on receivables incurred in connection with a
         Permitted Receivables Transaction.

                  "Permitted Receivables Transaction" means any transaction or
series of transactions entered into by the Company or any of its Subsidiaries in
order to monetize or otherwise finance a pool (which may be fixed or revolving)
of receivables, leases or other financial assets (including, without limitation,
financing contracts) or other transactions evidenced by receivables purchase
agreements, including, without limitation, factoring agreements and other
similar agreements pursuant to which receivables are sold at a discount (in each
case whether now existing or arising in the future), and which may include a
grant of a security interest in any such receivables, leases, other financial
assets (whether now existing or arising in the future) of the Company or any of
its Subsidiaries, and any assets related thereto, including all collateral
securing such receivables, leases, or other financial assets, all contracts and
all guarantees or other obligations in respect thereof, proceeds thereof and
other assets that are customarily transferred, or in respect of which security
interests are customarily granted, in connection with asset securitization
transactions involving receivables, leases, or other financial assets or other
transactions evidenced by receivables purchase agreements, including, without
limitation, factoring agreements and other similar agreements pursuant to which
receivables are sold at a discount.

                  "Person" or "person" means any individual, corporation,
partnership, association, joint venture, trust or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.

                                        7

<PAGE>

                  "Primary Treasury Dealer" shall have the meaning ascribed to
it in the definition of "Reference Treasury Dealer."

                  "Principal Amount" of a Security means the principal amount of
the Security as set forth on the face of the Security.

                  "Principal Property" means, whether owned or leased on the
date of this Indenture or acquired after the date hereof, each manufacturing or
processing plant or facility and office facilities of ours or our Subsidiaries'
located in the United States.

                  "Purchase Agreement" means the Purchase Agreement related to
the Securities, dated December 4, 2003, between the Company and the Initial
Purchasers named therein.

                  "Redemption Date" means the date specified for redemption of
the Securities as set forth in the notice from the Company to the Holders of
Securities being redeemed, in accordance with the terms of the Securities and
this Indenture.

                  "Reference Treasury Dealer" means (i) each of Banc One Capital
Markets, Inc. and one other primary U.S. government securities dealer in New
York City selected by Wachovia Capital Markets, LLC, and their respective
successors (each, a "Primary Treasury Dealer"); provided, however, that if any
of the foregoing shall cease to be a Primary Treasury Dealer, the Company shall
substitute therefore another Primary Treasury Dealer.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date for the Securities, an
average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue for the Securities (expressed in
each case as a percentage of its principal amount) quoted in writing to the
Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.

                  "Registration Rights Agreement" shall mean the registration
rights agreement dated the date hereof between the Company and the Initial
Purchasers named therein for the benefit of the holders from time to time of the
Securities.

                  "Regular Record Date" means, with respect to the interest
payable on any Interest Payment Date, the close of business on June 1 and
December 1 (whether or not a Business Day), as the case may be, immediately
preceding such Interest Payment Date.

                  "Regulation S" means Regulation S under the Securities Act (or
any successor rule having substantially similar provisions), as it may be
amended from time to time.

                  "Responsible Officer" means, 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 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.

                                        8

<PAGE>

                  "Restricted Security" means a Security that is required to
bear the Restricted Securities Legend.

                  "Restricted Securities Legend" means the legend labeled as
such and that is set forth in Exhibit A hereto

                  "Rule 144" means Rule 144 under the Securities Act (or any
successor rule having substantially similar provisions), as it may be amended
from time to time.

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

                  "Security," "Securities" or "Note" means any of the Company's
6.25% Senior Notes due 2013, as amended or supplemented from time to time,
issued under this Indenture.

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

                  "Stated Maturity", when used with respect to any Security,
means the date specified in such Security as the fixed date on which an amount
equal to the Principal Amount of such Security is due and payable.

                  "Subsidiary" means, with respect to any Person, at any date,
(i) any corporation, limited liability company, partnership or other entity, the
accounts of which would be consolidated with those of such Person in the
Person's consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date and (ii) any corporation,
limited liability company, partnership or other entity of which more than 50% of
the total voting power of the equity interests entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof or any partnership of which more than 50% of the partnership
interests (considering all general and limited partnership interests as a single
class) is, in each case, at the time owned or controlled, directly or
indirectly, by such Person, one or more Subsidiaries of such person, or a
combination thereof.

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

                  "Treasury Rate" means, with respect to any Redemption Date for
the Securities, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.

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

                  SECTION 1.02 Other Definitions.

                                        9

<PAGE>

<TABLE>
<CAPTION>
                               Term                                  Defined in Section
------------------------------------------------------------------   ------------------
<S>                                                                  <C>
"Act".............................................................         1.05(a)
"Agent Members"...................................................         2.03(b)
"Clearstream".....................................................            2.02
"Defaulted Interest"..............................................           10.02
"Euroclear".......................................................            2.02
"Event of Default"................................................            6.01
"Legal Holiday"...................................................           11.08
"Notice of Additional Interest"...................................            4.08
"Notice of Default"...............................................            6.01
"Paying Agent"....................................................            2.06
"Protected Purchaser".............................................            2.10
"Redemption Price"................................................            3.01
"Registrar".......................................................            2.06
"Rule 144A Information"...........................................            4.06
"Special Record Date".............................................        10.02(a)
</TABLE>

                  SECTION 1.03 Incorporation by Reference of the TIA. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA term used
in this Indenture has the following meaning: "obligor" on the Securities means
the Company. All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission rule
have the meanings assigned to them by such definitions.

                  SECTION 1.04 Rules of Construction. Unless the context
otherwise requires:

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

                  (b) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP as in effect from time to time;

                  (c) "or" is not exclusive;

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

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

                  SECTION 1.05 Acts of Holders.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the

                                       10

<PAGE>

Trustee and, when it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent (either of which may be in electronic form)
shall be sufficient for any purpose of this Indenture and conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

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

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

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

                  (e) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a resolution of the Board of
Directors, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on such record
date shall be deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of outstanding Securities have authorized or
agreed or consented to such request, demand, authorization, direction, notice,
consent, waiver or other Act, and for that purpose the outstanding Securities
shall be computed as of such record date; provided, that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture within six months after the record date.

                                    ARTICLE 2
                                 THE SECURITIES

                  SECTION 2.01 Form and Dating. (a) The Securities and the
Trustee's certificate of authentication to be borne by such Securities shall be
substantially in the forms

                                       11

<PAGE>

annexed hereto as Exhibit A. The terms and provisions contained in the form of
Security shall constitute, and are hereby expressly made, a part of this
Indenture and, to the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

                  (b) Any of the Securities may have such letters, numbers or
other marks of identification and such notations, legends and endorsements as
the officers executing the same may approve (execution thereof to be conclusive
evidence of such approval) and as are not inconsistent with the provisions of
this Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto, or with any rule or regulation of any
securities exchange or automated quotation system on which the Securities may be
listed or designated for issuance, or to conform to usage. The Company shall
provide any such notation, legends or endorsements to the Trustee in writing.

                  (c) All Securities shall be dated the date of their
authentication.

                  SECTION 2.02 Global Securities in General. (a) The
Securities are being offered and sold by the Company (i) outside the United
States to Non-U.S. persons in reliance on Regulation S or (ii) to "qualified
institutional buyers" (as defined in Rule 144A) in reliance on Rule 144A, and
shall be issued in the form of one or more permanent Global Securities in
definitive, fully registered form, without interest coupons, with the Global
Securities Legend and Restricted Securities Legend as set forth in Exhibit A
hereto.

                  (b) Any Global Security shall be deposited on behalf of the
purchasers of the Securities represented thereby with the Trustee at its
Corporate Trust Office, as custodian for the Depositary, and registered in the
name of the Depositary or a nominee of the Depositary for the accounts of
participants in the Depositary (and, in the case of Securities held in
accordance with Regulation S, registered in the name of the Depositary or a
nominee of the Depositary for the accounts of designated agents holding on
behalf of the Euroclear System ("Euroclear") or Clearstream Banking, societe
anonyme ("Clearstream")), duly executed by the Company and authenticated by the
Trustee as hereinafter provided.

                  (c) Each Global Security shall represent such of the
outstanding Securities as shall be specified therein and each shall provide that
it shall represent the aggregate Principal Amount of outstanding Securities from
time to time endorsed thereon. The aggregate Principal Amount of a Global
Security may from time to time be increased or decreased by adjustments made on
the records of the Trustee and the Depositary or its nominee as hereinafter
provided. Any adjustment of the aggregate Principal Amount of a Global Security
to reflect the amount of any increase or decrease in the Principal Amount of
outstanding Securities represented thereby shall be made by the Trustee in
accordance with instructions given by the Holder thereof as required by Section
2.15 hereof and shall be made on the records of the Trustee and the Depositary

                  SECTION 2.03 Book-Entry Provisions. (a) This Section 2.03
shall apply only to Global Securities deposited with or on behalf of the
Depositary. The Company shall execute and the Trustee shall, in accordance with
this Section 2.03 and the written order of the Company pursuant to Section 2.05,
authenticate and deliver initially one or more Global

                                       12

<PAGE>

Securities that (i) shall be registered in the name of Cede & Co. or other
nominee of the Depositary and (ii) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary's instructions or held by the Trustee
as custodian for the Depositary.

                  (b) Members of, or participants in, the Depositary
(collectively, the "Agent Members") shall have no rights under this Indenture
with respect to any Global Security held on their behalf by the Depositary or by
the Trustee as the custodian of the Depositary or under such Global Security,
and the Depositary may be treated by the Company, the Trustee and any agent of
the Company or the Trustee as the absolute owner of such Global Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices of such Depositary governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.

                  (c) The provisions of the "Operating Procedures of the
Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the
"Management Regulations and Instructions to Participants" of Clearstream shall
be applicable to interests in any Global Securities that are held by
participants through Euroclear or Clearstream. The Trustee shall have no
obligation to notify Holders of any such procedures or to monitor or enforce
compliance with the same.

                  (d) Neither the Trustee nor any of its agents shall have any
responsibility for any actions taken or not taken by the Depositary.

                  SECTION 2.04 Certificated Securities. Securities not issued as
Global Securities will be issued as Certificated Securities. Except as provided
in this Indenture, owners of beneficial interests in Global Securities will not
be entitled to receive physical delivery of Certificated Securities.

                  SECTION 2.05 Execution and Authentication. (a) The
Securities shall be executed on behalf of the Company by any Officer. The
signature of the Officer on the Securities may be manual or facsimile.
Securities bearing the manual or facsimile signatures of an individual who was
at the time of the execution of the Securities the proper Officer of the Company
shall bind the Company, notwithstanding that such individual has ceased to hold
such office prior to the authentication and delivery of such Securities or did
not hold such office at the date of such Securities.

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

                                       13

<PAGE>

                  (c) The Trustee shall initially authenticate and deliver
Securities for original issue in an aggregate Principal Amount of $200,000,000
upon a Company Order without any further action by the Company.

                  (d) The aggregate Principal Amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. At any time and
from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. The Company may execute
and the Trustee may authenticate additional Securities of any series without the
consent of the Holders, subject to the terms and conditions of this Indenture.
Such additional Securities shall have the same terms and conditions in all
respects (or in all respects except for the Issue Price and interest accrued
prior to the Issue Date of such additional Securities) as the Securities
initially issued, so that such additional Securities shall be consolidated and
form a single class of Securities with the other Securities then outstanding.

                  (e) If all the Securities of any series are not to be issued
at one time and if the Board Resolution establishing such series of additional
Securities shall so permit, the Company may deliver to the Trustee an Officers'
Certificate setting forth procedures acceptable to the Trustee for the issuance
of the Securities and determining the terms of the Securities, such as interest
rate, Issue Date and date from which interest on such Securities shall accrue.
In authenticating the Securities, and accepting the additional responsibilities
under this Indenture in relation to the Securities, the Trustee shall be
entitled to receive, and (subject to TIA Section 315(a) through 315(d)) shall be
fully protected in relying upon:

                  (i)      an Opinion of Counsel stating:

                           (A)      that the form or forms of such Securities
                                    have been established in conformity with the
                                    provisions of this Indenture;

                           (B)      that the terms of such Securities have been
                                    established in conformity with the
                                    provisions of this Indenture;

                           (C)      that such Securities, when completed by
                                    appropriate insertions and executed and
                                    delivered by the Company to the Trustee for
                                    authentication in accordance with this
                                    Indenture, authenticated and delivered by
                                    the Trustee in accordance with this
                                    Indenture and issued by the Company in the
                                    manner and subject to any conditions
                                    specified in such Opinion of Counsel, will
                                    constitute legal, valid and binding
                                    obligations of the Company, enforceable in
                                    accordance with their terms, subject to
                                    applicable bankruptcy, insolvency,
                                    reorganization and other similar laws of
                                    general applicability relating to or
                                    affecting the enforcement of creditors'
                                    rights, to general equitable principles and
                                    to such other qualifications as such counsel
                                    shall conclude do not materially

                                       14

<PAGE>

                                    affect the rights of Holders of such
                                    Securities and any coupons; and

                           (D)      that all laws and requirements in respect of
                                    the execution and delivery by the Company of
                                    such Securities have been complied with; and

                  (ii) an Officers' Certificate stating, to the best of the
         knowledge of the signers of such certificate, that no Event of Default
         with respect to any of the outstanding Securities shall have occurred
         and be continuing,

which Opinion of Counsel and Officers' Certificate shall be delivered at or
before the time of issuance of the Security of such series.

                  (f) The Securities shall be issued only in registered form
without coupons and only in denominations of $1,000 of Principal Amount and any
integral multiple thereof, in fully registered form.

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

                  SECTION 2.06 Registrar and Paying Agent. (a) The Company
shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange ("Registrar") and an office or agency
where Securities may be presented for purchase, redemption or payment ("Paying
Agent"). The Registrar shall keep a register of the Securities and of their
transfer and exchange. The Company may have one or more co-registrars and one or
more additional paying agents. The term Paying Agent includes any additional
paying agent, including any named pursuant to Section 4.05 hereof.

                  (b) The Company shall enter into an appropriate agency
agreement with any Registrar or co-registrar or Paying Agent (if other than the
Trustee). The agreement shall implement the provisions of this Indenture that
relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the Company fails to maintain a Registrar or
Paying Agent, the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 7.07 hereof. The Company or any
Subsidiary or an Affiliate of either of them may act as Paying Agent or
Registrar or co-registrar.

                  (c) The Company initially appoints the Trustee as Registrar
and Paying Agent for the Securities. The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice, other than notice to the
Trustee, except that the Company will maintain at least one Paying Agent in the
State of New York, City of New York, Borough of Manhattan, which shall initially
be Corporate Trust Office of the Trustee.

                  SECTION 2.07 Paying Agent to Hold Money and Securities in
Trust. Except as otherwise provided herein, not later than 10:00 a.m., New York
City time, on each due date of payments in respect of any Security, the Company
shall deposit with the Paying Agent a

                                       15

<PAGE>

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

                  SECTION 2.08 Holder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders. If the Trustee is not the Registrar, the
Company shall cause to be furnished to the Trustee at least semi-annually, on
each June 1 and December 1, a listing of Holders dated within 15 days of the
date on which the list is furnished and at such other times as the Trustee may
request in writing a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Holders.

                  SECTION 2.09 Transfer and Exchange. Subject to Section 2.15
hereof,

                  (a) Upon surrender for registration of transfer of any
Security, together with a written instrument of transfer satisfactory to the
Registrar duly executed by the Holder or such Holder's attorney duly authorized
in writing, at the office or agency of the Company designated as Registrar or
co-registrar pursuant to Section 2.06 hereof, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities of any authorized denomination or
denominations, of a like aggregate Principal Amount. The Company shall not
charge a service charge for any registration of transfer or exchange, but the
Company or the Trustee may require payment of a sum sufficient to pay all taxes,
assessments or other governmental charges that may be imposed in connection with
the registration of transfer or exchange of the Securities from the Holder
requesting such registration of transfer or exchange.

                  (b) All Securities issued upon any transfer or exchange of
Securities in accordance with this Indenture shall be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture as the Securities surrendered upon such registration of transfer
or exchange.

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

                                       16

<PAGE>

                  (d) The Company shall not be required to make, and the
Registrar need not register, transfers or exchanges of Securities selected for
redemption (except, in the case of Securities to be redeemed in part, the
portion thereof not to be redeemed) or any Securities for a period of 15 days
before the mailing of a notice of redemption of Securities to be redeemed
pursuant to Article 3 of this Indenture.

                  (e) Notwithstanding any provision to the contrary herein, so
long as a Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.15 hereof and this Section 2.09. Transfers of
a Global Security shall be limited to transfers of such Global Security in
whole, or in part, to nominees of the Depositary or to a successor of the
Depositary or such successor's nominee.

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

                  (g) Any Registrar appointed pursuant to Section 2.06 hereof
shall provide to the Trustee such information as the Trustee may reasonably
require in connection with the delivery by such Registrar of Securities upon
registration of transfer or exchange of Securities.

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

                  (i) If Securities are issued upon the registration of
transfer, exchange or replacement of Securities subject to restrictions on
transfer and bearing the Restricted Securities Legend, or if a request is made
to remove the Restricted Securities Legend, the Securities so issued shall bear
the Restricted Securities Legend, or the Restricted Securities Legend shall not
be removed, as the case may be, unless there is delivered to the Company and the
Registrar such satisfactory evidence, which shall include an Opinion of Counsel,
as may be reasonably required by the Company and the Registrar, that neither the
Restricted Securities Legend nor the restrictions on transfer set forth therein
are required to ensure transfers thereof comply with the provisions of Rule
144A, Rule 144 or Regulation S or that such Notes are not "restricted" within
the meaning of Rule 144. Upon (i) provision of such satisfactory evidence, or
(ii) notification by the Company to the Trustee and Registrar of the sale of
such Security pursuant to a registration statement that is effective at the time
of such sale, the Trustee, upon receipt of a Company Order, shall authenticate
and deliver a Security that does not bear the Restricted Securities Legend. If
the Restricted Securities Legend is removed from the face of a Security and the
Security is subsequently held by an Affiliate of the Company, the Company shall
use its best efforts to reinstate the Restricted Securities Legend.

                  (j) The Trustee and the Registrar shall have no obligation or
duty to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Security (including any transfers between or
among Depositary participants or beneficial owners of interests in any Global
Security) other than to require delivery of such certificates and other

                                       17

<PAGE>

documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof. Each Holder shall indemnify the Trustee and the Registrar against any
liability that may result from the transfer, exchange or assignment of such
Holder's Security in violation of any provision of this Indenture and/or
applicable United States federal or state securities law.

                  SECTION 2.10 Replacement Securities. (a) If (i) any
mutilated Security is surrendered to the Trustee, or (ii) the Company and the
Trustee receive evidence to their satisfaction of the destruction, loss or theft
of any Security, and there is delivered to the Company and the Trustee such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Company or the Trustee that such Security
has been acquired by a protected purchaser within the meaning of Article 8 of
the Uniform Commercial Code (a "Protected Purchaser"), the Company shall execute
and upon receipt of a Company Order, the Trustee shall authenticate and deliver,
in exchange for any such mutilated Security or in lieu of any such destroyed,
lost or stolen Security, a new Security of like tenor and Principal Amount,
bearing a number not contemporaneously outstanding.

                  (b) In case any such mutilated, destroyed, lost or stolen
Security has become or is about to become due and payable, or is about to be
redeemed by the Company pursuant to Article 3 hereof, the Company in its
discretion may, instead of issuing a new Security, pay or purchase such
Security, as the case may be.

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

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

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

                  SECTION 2.11 Outstanding Securities; Determinations of
Holders' Action. (a) Securities outstanding at any time are all the
Securities authenticated by the Trustee, except for those cancelled by it, those
paid pursuant to Section 2.10 or 2.13 hereof and delivered to it for
cancellation and those described in this Section 2.11 as not outstanding. A
Security does not cease to be outstanding because the Company or an Affiliate
thereof holds the Security; provided, however, that in determining whether the
Holders of the requisite Principal Amount of Securities have given or concurred
in any request, demand, authorization, direction, notice, consent or waiver
hereunder, Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed

                                       18

<PAGE>

not to be outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which a Responsible Officer of the
Trustee knows to be so owned shall be so disregarded. Subject to the foregoing,
only Securities outstanding at the time of such determination shall be
considered in any such determination (including, without limitation,
determinations pursuant to Articles 6 and 9).

                  (b) If a Security is replaced pursuant to Section 2.10 hereof,
the replaced Security ceases to be outstanding unless the Trustee and the
Company receive proof satisfactory to each of them that the replaced Security is
held by a Protected Purchaser unaware that such Security has been replaced, in
which case the replacement security shall be deemed not to be outstanding.

                  (c) If the Paying Agent holds, in accordance with this
Indenture, on a Redemption Date or on Stated Maturity, money or securities, if
permitted hereunder, sufficient to pay Securities payable on that date, then
immediately after such Redemption Date or Stated Maturity, as the case may be,
such Securities shall cease to be outstanding and interest on such Securities
shall cease to accrue; provided, that if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture.

                  SECTION 2.12 Temporary Securities. (a) Pending the
preparation of definitive Securities, the Company may execute, and upon a
Company Order, the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the Officers
executing such Securities may determine, as conclusively evidenced by their
execution of such Securities.

                  (b) If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 2.06, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities the Company shall execute
and upon Company Order the Trustee shall authenticate and deliver in exchange
therefor a like Principal Amount of definitive Securities of authorized
denominations. Until so exchanged the temporary Securities shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities.

                  SECTION 2.13 Cancellation. All Securities surrendered for
payment, redemption or registration of transfer or exchange shall, if
surrendered to any person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. The Company may not issue new Securities to replace Securities it has
paid or delivered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled

                                       19

<PAGE>

Securities held by the Trustee shall be disposed of by the Trustee in accordance
with the Trustee's customary procedures.

                  SECTION 2.14 Persons Deemed Owners. Prior to due presentment
of a Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name such
Security is registered in the Security register maintained by the Registrar as
the owner of such Security for the purpose of receiving payment of the Principal
Amount of the Security or the payment of any Redemption Price in respect thereof
and interest (including Additional Interest and Defaulted Interest, if any)
thereon, and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

                  SECTION 2.15 Transfers of Global Securities. Notwithstanding
any other provisions of this Indenture or the Securities, (i) transfers of a
Global Security, in whole or in part, shall be made only in accordance with
Sections 2.09 and 2.15(a)(i) hereof, (ii) transfer of a beneficial interest in a
Global Security for a Certificated Security shall comply with Sections 2.09 and
2.15(a)(i) hereof, and (iii) transfers of a Certificated Security shall comply
with Sections 2.09 and 2.15(a)(ii) hereof and transfer of a Certificated
Security for a Beneficial Interest in a Global Security shall comply with
Sections 2.09 and 2.15(a)(iii) hereof.

                  (a) Transfer of Global Security. A Global Security may not be
transferred, in whole or in part, to any Person other than the Depositary or a
nominee or any successor thereof, and no such transfer to any such other Person
may be registered; provided, that this Section 2.15(a) shall not prohibit any
transfer of a Security that is issued in exchange for a Global Security but is
not itself a Global Security. No transfer of a Security to any Person shall be
effective under this Indenture or the Securities unless and until such Security
has been registered in the name of such Person. Nothing in this Section 2.15(a)
shall prohibit or render ineffective any transfer of a beneficial interest in a
Global Security effected in accordance with the other provisions of this Section
2.15(a).

                  (i) Restrictions on Transfer of a Beneficial Interest in a
         Global Security for a Certificated Security. A beneficial interest in a
         Global Security may not be exchanged for a Certificated Security except
         upon satisfaction of the requirements set forth below. Upon receipt by
         the Trustee of a request for transfer of a beneficial interest in a
         Global Security in accordance with Applicable Procedures for a
         Certificated Security in the form satisfactory to the Trustee, together
         with:

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

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

                                       20

<PAGE>

                           (C) if the Company or Registrar so requests, an
                  Opinion of Counsel or other evidence reasonably satisfactory
                  to them as to the compliance with the restrictions set forth
                  in the Restricted Securities Legend,

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

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

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

                           (y)      to exchange such Certificated Securities for
                                    an equal Principal Amount of Certificated
                                    Securities of other authorized
                                    denominations,

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

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

                           (B) so long as such Securities are Restricted
                  Securities, such Securities are being transferred or exchanged
                  pursuant to an effective registration statement under the
                  Securities Act or, if being transferred pursuant to clause
                  (1), (2) or (3) of this Section 2.15(a)(ii)(B), are
                  accompanied by the additional information and documents
                  specified in each such clause, as applicable:

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

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

                                    (3)      if such Certificated Securities are
                                             being transferred pursuant to an
                                             exemption from registration (1) a
                                             certification to that effect (in
                                             the form set forth in Exhibit B)
                                             and (2) if the Company or Registrar
                                             so requests, an

                                       21

<PAGE>

                                             Opinion of Counsel or other
                                             evidence reasonably satisfactory to
                                             them as to the compliance with the
                                             restrictions set forth in the
                                             Restricted Securities Legend.

                  (iii) Restrictions on Transfer of a Certificated Security for
         a Beneficial Interest in a Global Security. A Certificated Security may
         not be exchanged for a beneficial interest in a Global Security except
         upon satisfaction of the requirements set forth below. Upon receipt by
         the Trustee of a Certificated Security, duly endorsed or accompanied by
         appropriate instruments of transfer, in form satisfactory to the
         Trustee, together with:

                           (A) so long as the Securities are Restricted
                  Securities, certification, in the form set forth in Exhibit B
                  attached hereto, that such Certificated Security is being
                  transferred outside the United States to Non-U.S. persons in
                  reliance on Regulation S or to a "qualified institutional
                  buyer" (as defined in Rule 144A) in accordance with Rule 144A;
                  and

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

then the Trustee shall cancel such Certificated Security and cause, or direct
the Registrar to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Registrar, the aggregate
Principal Amount of Securities represented by the Global Security to be
increased by the aggregate Principal Amount of the Certificated Security to be
exchanged, and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Global Security
equal to the Principal Amount of the Certificated Security so cancelled. If no
Global Securities are then outstanding, the Company shall issue and the Trustee,
upon receipt of a Company Order, shall authenticate a new Global Security in the
appropriate Principal Amount.

                  (b) Subject to the succeeding paragraph, every Security shall
be subject to the restrictions on transfer provided in the Restricted Securities
Legend including the requirement of the delivery of an Opinion of Counsel, if so
provided. Whenever any Restricted Security is presented or surrendered for
registration of transfer or for exchange for a Security registered in a name
other than that of the Holder, such Security must be accompanied by a
certificate in substantially the form set forth in Exhibit B attached hereto,
dated the date of such surrender and signed by the Holder of such Security, as
to compliance with such restrictions on transfer. The Registrar shall not be
required to accept for such registration of transfer or exchange any Security
not so accompanied by a properly completed certificate.

                  (c) The restrictions imposed by the Restricted Securities
Legend upon the transferability of any Security shall cease and terminate when
such Security has been sold pursuant to an effective registration statement
under the Securities Act or transferred in compliance with Rule 144 or, if
earlier, upon the expiration of the holding period applicable to

                                       22

<PAGE>

sales thereof under paragraph (k) of Rule 144. Any Security as to which such
restrictions on transfer shall have expired in accordance with their terms or
shall have terminated may, upon a surrender of such Security for exchange to the
Registrar in accordance with the provisions of this Section 2.15 (accompanied,
in the event that such restrictions on transfer have terminated by reason of a
transfer in compliance with Rule 144, by an Opinion of Counsel having
substantial experience in practice under the Securities Act and otherwise
reasonably acceptable to the Company, addressed to the Company, the Trustee and
the Registrar and in form acceptable to the Company, to the effect that the
transfer of such Security has been made in compliance with Rule 144), be
exchanged for a new Security, of like tenor and aggregate Principal Amount,
which shall not bear the Restricted Securities Legend. The Company shall inform
the Trustee of the effective date of any registration statement registering the
Securities under the Securities Act. The Trustee and the Registrar shall not be
liable for any action taken or omitted to be taken by it in good faith in
accordance with the aforementioned Opinion of Counsel or registration statement.

                  (d) As used in the preceding two paragraphs of this Section
2.15, the term "transfer" encompasses any sale, pledge, transfer, hypothecation
or other disposition of any Security.

                  (e) The provisions of clauses (i), (ii), (iii) and (iv) of
this Section 2.15(e) shall apply only to Global Securities:

                  (i) Notwithstanding any other provisions of this Indenture or
         the Securities, except as provided in Section 2.15(a)(i) hereof, a
         Global Security shall not be exchanged in whole or in part for a
         Security registered in the name of any Person other than the Depositary
         or one or more nominees thereof; provided, that a Global Security may
         be exchanged for Securities registered in the names of any person
         designated by the Depositary in the event that (A) the Depositary has
         notified the Company that it is unwilling or unable to continue as
         Depositary for such Global Security or such Depositary has ceased to be
         a "clearing agency" registered under the Exchange Act, and a successor
         Depositary is not appointed by the Company within 90 days; (B) the
         Company elects to discontinue use of the system of book-entry transfer
         through DTC (or any successor depositary); or (C) an Event of Default
         has occurred and is continuing with respect to the Securities. Any
         Global Security exchanged pursuant to clause (A) of this sub-section
         shall be so exchanged in whole and not in part, and any Global Security
         exchanged pursuant to clause (B) of this sub-section may be exchanged
         in whole or from time to time in part as directed by the Depositary.
         Any Security issued in exchange for a Global Security or any portion
         thereof shall be a Global Security; provided, that any such Security so
         issued that is registered in the name of a person other than the
         Depositary or a nominee thereof shall not be a Global Security.

                  (ii) Securities issued in exchange for a Global Security or
         any portion thereof shall be issued in definitive, fully registered
         form, without interest coupons, shall have an aggregate Principal
         Amount equal to that of such Global Security or portion thereof to be
         so exchanged, shall be registered in such names and be in such
         authorized denominations as the Depositary shall designate and shall
         bear the applicable legends provided for herein. Any Global Security to
         be exchanged in whole shall be surrendered by the

                                       23

<PAGE>

         Depositary to the Registrar. With regard to any Global Security to be
         exchanged in part, to give effect to any redemption or other
         disposition of such part or otherwise, either such Global Security
         shall be so surrendered for exchange or, if the Trustee is acting as
         custodian for the Depositary or its nominee with respect to such Global
         Security, the Principal Amount thereof shall be reduced, by an amount
         equal to the portion thereof to be so exchanged, by means of an
         appropriate adjustment made on the records of the Trustee. Upon any
         such surrender or adjustment, the Trustee shall authenticate and
         deliver the Security issuable on such exchange to or upon the order of
         the Depositary or an authorized representative thereof.

                  (iii) Subject to the provisions of Section 2.03(b), the
         registered Holder may grant proxies and otherwise authorize any Person,
         including Agent Members (as defined below) and persons that may hold
         interests through Agent Members, to take any action which a holder is
         entitled to take under this Indenture or the Securities.

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

                  SECTION 2.16 CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use), and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided, that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee in writing of any change in the
"CUSIP" numbers.

                  SECTION 2.17 Restrictions on Transfer. The Company agrees that
it will refuse to register any transfer of Securities that is not made in
accordance with the provisions of Regulation S under the Securities Act,
pursuant to a registration statement which has been declared effective under the
Securities Act or pursuant to an available exemption from the registration
requirements of the Securities Act; provided that the provisions of this
paragraph shall not be applicable to any Security that does not bear a
Restricted Securities Legend.

                                    ARTICLE 3
              REDEMPTION OF SECURITIES AT THE OPTION OF THE COMPANY

                  SECTION 3.01 Right to Redeem. (a) The Company may redeem
the Securities for cash, in whole at any time or in part from time to time, at
any time prior to their Stated Maturity, at the redemption price (the
"Redemption Price") equal to the greater of:

                  (i)      100% of the Principal Amount of the Securities being
                           redeemed;

                  (ii)     the Make-Whole Amount for the Securities being
                           redeemed,

plus, in each case, accrued and unpaid interest on such Securities to, but
excluding, the Redemption Date. The Company will, however, pay the interest
installment due on any Interest

                                       24

<PAGE>

Payment Date that occurs on or before a Redemption Date to the Holders as of the
close of business on the Regular Record Date immediately preceding that Interest
Payment Date. Securities may be redeemed in part but only in integral multiples
of $1,000 of the Principal Amount thereof.

                  (b) Except as set forth in this Article 3, the Securities are
not redeemable by the Company prior to their Stated Maturity, and the Securities
are not entitled to the benefit of any sinking fund.

                  SECTION 3.02 Notice to Holders. The election of the Company to
redeem any Securities shall be evidenced by or shall be undertaken pursuant to a
Board Resolution. The Company shall give written notice of its intent to redeem
the Securities by first-class mail at least 30 days, but no more than 60 days,
prior to the applicable Redemption Date to Holders of Securities to be redeemed
at their addresses as set forth in the register for the Securities maintained by
the Registrar.

                  SECTION 3.03 Selection of Securities to Be Redeemed. (a)
In the event that the Company elects to redeem only a portion of the Securities,
the Securities to be redeemed shall be selected in accordance with procedures of
the Depositary, in the case of Global Securities, or by the Trustee by such
method as the Trustee deems to be fair and appropriate, in the case of
Securities held other than in the form of Global Securities, so long as such
method is not prohibited by the rules of any stock exchange on which the
Securities are then listed.

                  (b) The Trustee shall make the selection at least 30 days but
not more than 60 days before the Redemption Date from outstanding Securities not
previously called for redemption. Securities and portions of them the Trustee
selects shall be in Principal Amounts of $1,000 or an integral multiple of
$1,000.

                  (c) Provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities called for
redemption. The Trustee shall promptly notify the Company in writing of the
Securities or portions of Securities to be redeemed.

                  (d) If fewer than all the Securities are to be redeemed, the
record date relating to such redemption shall be selected by the Company and
given to the Trustee, which record date shall not be less than ten days after
the date of notice to the Trustee.

                  SECTION 3.04 Notice of Redemption. (a) At least 30 days but
not more than 60 days before a Redemption Date, the Company shall mail a notice
of redemption by first-class mail, postage prepaid, to each Holder of Securities
to be redeemed. The notice shall identify the Securities to be redeemed and
shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price, or if then not ascertainable, the
         manner of calculation thereof, and accrued and unpaid cash interest, if
         any, payable on the Redemption Date;

                  (iii) the name and address of the Paying Agent;

                                       25

<PAGE>

                  (iv) that Securities called for redemption must be surrendered
         to the Paying Agent to collect the Redemption Price and accrued and
         unpaid cash interest, if any;

                  (v) if fewer than all the outstanding Securities are to be
         redeemed, the certificate number and Principal Amount of the particular
         Securities to be redeemed;

                  (vi) that, unless the Company defaults in making payment of
         such Redemption Price and any cash interest which is due and payable,
         interest on the Securities, will cease to accrue on and after the
         Redemption Date;

                  (vii) the CUSIP number of the Securities; and

                  (viii) any other information the Company desires, in its own
         discretion, to present.

                  (b) At the Company's request, the Trustee shall give the
notice of redemption to Holders in the Company's name and at the Company's
expense; provided, that the Company makes such request at least seven Business
Days (unless a shorter period shall be satisfactory to the Trustee) prior to the
date such notice of redemption must be mailed.

                  SECTION 3.05 Effect of Notice of Redemption. Once notice of
redemption is given, Securities called for redemption become due and payable on
the Redemption Date and at the Redemption Price, together with accrued and
unpaid interest on such Securities to, but excluding, the Redemption Date. Upon
surrender to the Paying Agent, such Securities shall be paid at the Redemption
Price, together with accrued and unpaid interest on such Securities to, but
excluding, the Redemption Date.

                  SECTION 3.06 Deposit of Redemption Price. (a) Prior to
10:00 a.m., New York City time, on any Redemption Date, the Company shall
deposit with the Paying Agent (or if the Company or a Subsidiary or an Affiliate
of either of them is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the Redemption Price of, and any accrued and unpaid interest
on such Securities to, but excluding, the Redemption Date, with respect to, all
Securities to be redeemed on such Redemption Date. The redemption of the
Securities shall be subject to the receipt of such moneys on or prior to 10:00
a.m., New York City time, on the Redemption Date, and any notice of redemption
given by the Company shall be of no effect unless such moneys are received.

                  (b) Upon payment of the Redemption Price, on and after the
Redemption Date, interest will cease to accrue on the Securities or portions
thereof called for redemption.

                  SECTION 3.07 Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder a new Security in an authorized
denomination equal in Principal Amount to the unredeemed portion of the Security
surrendered.

                  SECTION 3.08 Repayment to the Company. The Trustee and the
Paying Agent shall promptly return to the Company any cash that remain unclaimed
as provided in Section 8.02 hereof, together with interest or dividends, if any,
thereon (subject to the provisions

                                       26

<PAGE>

of Section 7.01(f) hereof) held by them for the payment of the Redemption Price,
together with any accrued and unpaid interest on such Securities; provided,
however, that to the extent that the aggregate amount of cash deposited by the
Company pursuant to Section 3.06 hereof exceeds the aggregate Redemption Price
and any accrued and unpaid interest on such Securities to, but excluding, the
Redemption Date payable in respect of Securities to be redeemed, then promptly
after the second Business Day following the Redemption Date, the Trustee shall
return any such excess to the Company together with interest or dividends, if
any, thereon (subject to the provisions of Section 7.01(f) hereof). If such
money is then held by the Company in trust and is not required for such purpose
it shall be discharged from such trust.

                                    ARTICLE 4
                                    COVENANTS

                  SECTION 4.01 Payment of Securities. (a) The Company shall
promptly make all payments in respect of the Securities on the dates and in the
manner provided in the Securities or pursuant to this Indenture. Any amounts to
be given to the Trustee or Paying Agent, shall be deposited with the Trustee or
Paying Agent by 10:00 a.m., New York City time, by the Company. The Principal
Amount of, the Redemption Price (if any) for and interest (including Additional
Interest and Defaulted Interest, if any) on the Securities shall be considered
paid on the applicable date due if on such date the Trustee or the Paying Agent
holds, in accordance with this Indenture, money sufficient to pay all such
amounts then due.

                  (b) The Company shall, to the extent permitted by law, pay
cash interest on overdue amounts at the rate per annum set forth in the
Securities, compounded semi-annually, which interest shall accrue from the date
such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand.

                  SECTION 4.02 SEC and Other Reports. The Company shall deliver
to the Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the Commission, copies of its
annual report and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the Commission may by rules and
regulations prescribe) which the Company is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall
comply with the provisions of TIA Section 314(a). Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of the same shall not constitute constructive notice of
any information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

                  SECTION 4.03 Compliance Certificate. The Company shall deliver
to the Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on May 31, 2004) an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of

                                       27

<PAGE>

grace or requirement of notice provided hereunder) and if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

                  SECTION 4.04 Further Instruments and Acts. Upon request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

                  SECTION 4.05 Maintenance of Office or Agency. (a) The
Company will maintain in the Borough of Manhattan, The City of New York, an
office or agency of the Trustee, Registrar and Paying Agent where Securities may
be presented or surrendered for payment, where Securities may be surrendered for
registration of transfer, exchange, purchase or redemption and where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served. The office of the Trustee, located at 101 Barclay Street -- 8W,
New York, NY 10286 (Attention: Corporate Trust Administration), shall initially
be such office or agency for all of the aforesaid purposes. The Company shall
give prompt written notice to the Trustee of the location, and of any change in
the location, of any such office or agency (other than a change in the location
of the office of the Trustee). If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the address of the Trustee set forth in Section 11.02 hereof.

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

                  SECTION 4.06 Delivery of Certain Information. At any time when
the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a Holder or any beneficial holder of Securities, the Company will
promptly furnish or cause to be furnished Rule 144A Information (as defined
below) to such Holder or any beneficial holder of Securities, or to a
prospective purchaser of any such security designated by any such holder, as the
case may be, to the extent required to permit compliance by such Holder or
holder with Rule 144A under the Securities Act in connection with the resale of
any such security. "Rule 144A Information" shall be such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act.

                  SECTION 4.07 Waiver of Compliance. The Company may omit in any
particular instance to comply with any covenant or condition set forth in
Sections 4.02 to 4.06, inclusive, if before the time for such compliance the
Holders of a majority in aggregate Principal Amount of the Securities at the
time outstanding shall notify the Company that they elect to either waive such
compliance in such instance, or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such covenant or condition shall remain in full force and
effect.

                                       28

<PAGE>

                  SECTION 4.08 Notice of Additional Interest. In the event that
the Company is required to pay any Additional Interest (as such term is defined
in the Registration Rights Agreement) to holders of Securities pursuant to the
Registration Rights Agreement, the Company will provide written notice ("Notice
of Additional Interest") to the Trustee of its obligation to pay such Additional
Interest no later than the Regular Record Date immediately preceding the
relevant the Interest Payment Date on which such Additional Interest is payable,
in accordance with the Registration Rights Agreement, and the Notice of
Additional Interest shall set forth the amount of any Additional Interest to be
paid by the Company on such payment date.

                  SECTION 4.09 Limitation on Liens. The Company covenants and
agrees for the benefit of the Holders that for so long as any Securities are
outstanding, the Company will not, and will not permit any of its Subsidiaries
to, create, assume, incur or suffer to exist any Lien upon any Principal
Property or upon any shares of Capital Stock or Indebtedness of any Subsidiary
owning or leasing any Principal Property, whether owned or leased on the date of
this Indenture or thereafter acquired, other than Permitted Liens or as
permitted under Section 4.11 below, to secure any Indebtedness incurred or
guaranteed by the Company or any Subsidiary, without in any such case making
effective provision whereby all of the Securities then outstanding (together
with, if the Company so determines, any other Indebtedness or guarantee thereof
by the Company ranking equally with the Securities) shall be secured equally and
ratably with, or prior to, such Indebtedness so long as such Indebtedness shall
be so secured.

                  SECTION 4.10 Restrictions on Sale-Leaseback Transactions.
Except as permitted under Section 4.11 below, the Company will not, and it will
not permit any of its Subsidiaries to, engage in the sale or transfer by the
Company or any of its Subsidiaries of any Principal Property to a person (other
than a Subsidiary of the Company or the Company) and the taking back by the
Company or any of its Subsidiaries, as the case may be, of a lease of such
Principal Property, unless:

                  (i) such sale-leaseback transaction involves a lease for a
         period, including renewals, of not more than three years; or

                  (ii) the Company or its Subsidiary, within a one-year period
         after such sale-leaseback transaction, applies or causes to be applied
         an amount not less than the net proceeds from such sale-leaseback
         transaction to the prepayment, repayment, redemption, reduction or
         retirement (other than pursuant to any mandatory sinking fund,
         redemption or prepayment provision) of Funded Indebtedness.

                  SECTION 4.11 Exempted Liens and Sale-Leaseback Transactions.
Notwithstanding the foregoing restrictions on Liens and sale-leaseback
transactions, the Company may, and may permit any Subsidiary to, create, assume,
incur, or suffer to exist any Lien other than a Permitted Lien upon any
Principal Property, or upon any shares of Capital Stock or Indebtedness of any
of its Subsidiaries owning or leasing any Principal Property, to secure
Indebtedness incurred or guaranteed by the Company or any of its Subsidiaries or
effect any sale-leaseback transaction of a Principal Property that is not
excepted by Section 4.10 above without equally and ratably securing the
Securities; provided that, after giving effect thereto, the aggregate principal
amount of outstanding Indebtedness secured by Liens other than Permitted Liens
upon Principal Property and/or upon such shares of Capital Stock or Indebtedness
of any

                                       29

<PAGE>

Subsidiary owning or leasing any Principal Property, plus the Attributable
Indebtedness from sale-leaseback transactions of Principal Property not so
excepted, do not exceed 15% of the Consolidated Net Worth as of the date of
determination.

                  SECTION 4.12 Continued Existence. Subject to Article 5, the
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence.

                                    ARTICLE 5
                              SUCCESSOR CORPORATION

                  SECTION 5.01 When Company May Merge or Transfer Assets.
(a) The Company shall not consolidate with or merge with or into any other
person or transfer, lease or convey all or substantially all of its properties
and assets to any person, nor will the Company permit any of its Subsidiaries to
enter into any such transaction or series of transactions if such transaction or
series of transactions, in the aggregate, would result in a sale, assignment,
transfer, lease or other disposition of all or substantially all of the
properties and assets of the Company and its Subsidiaries on a consolidated
basis to any other person or persons, unless:

                  (i) either (A) the Company or such Subsidiary shall be the
         surviving corporation or (B) the person (if other than the Company or
         such Subsidiary) formed by such consolidation or into which the Company
         or such Subsidiary is merged or the person which acquires by
         conveyance, transfer or lease the properties and assets of the Company
         or such Subsidiary substantially as an entirety (1) shall be a
         corporation, partnership or trust organized and validly existing under
         the laws of the United States or any state thereof or the District of
         Columbia and (2) shall expressly assume, by an indenture supplemental
         hereto, executed and delivered to the Trustee, in form reasonably
         satisfactory to the Trustee, all of the obligations of the Company
         under the Securities and this Indenture;

                  (ii) immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing; and

                  (iii) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture, comply with this Article 5 and that all
         conditions precedent herein provided for relating to such transaction
         have been satisfied.

                  (b) For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise) of the properties and assets of one or more of
the Company's Subsidiaries (other than to the Company or another Subsidiary),
which, if such assets were owned by the Company, would constitute all or
substantially all of the properties and assets of the Company, shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company.

                  (c) The successor person formed by such consolidation or into
which the Company or the applicable Subsidiary is merged, or the successor
person to which such conveyance, transfer or lease is made, shall succeed to,
and be substituted for, and may exercise

                                       30

<PAGE>

every right and power of, the Company under this Indenture with the same effect
as if such successor had been named as the Company herein; and thereafter, the
Company shall be discharged from all obligations and covenants under this
Indenture and the Securities. Subject to Section 9.06 hereof, the Company, the
Trustee and the successor person shall enter into a supplemental indenture to
evidence the succession and substitution of such successor person and such
discharge and release of the Company.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

                  SECTION 6.01 Events of Default. An "Event of Default" occurs
if:

                  (a) the Company defaults in the payment of the Principal
Amount of or premium on any Security when the same becomes due and payable at
its Stated Maturity, upon redemption, upon declaration or otherwise;

                  (b) the Company defaults in payment of any interest (including
Additional Interest and Defaulted Interest, if any) when the same becomes due
and payable, which default continues for 30 days or more;

                  (c) the Company fails to comply with any of its agreements in
the Security or this Indenture (other than those referred to in clauses (a) and
(b) above) and such failure continues for at least 60 days after receipt by the
Company of a Notice of Default;

                  (d) (i) the Company or any Subsidiary defaults in the
scheduled payment of principal of any Indebtedness (after giving effect to any
applicable grace period) and the aggregate principal amount of such payment
defaults at such time exceeds $50,000,000, or (ii) the Company or any Subsidiary
defaults under any Indebtedness, whether such Indebtedness now exists or is
created later, which default results in such Indebtedness being accelerated or
declared due and payable, and the aggregate principal amount of all Indebtedness
so accelerated or so declared due and payable, exceeds $50,000,000, and such
acceleration or declaration has not been rescinded or annulled within a period
of 10 days after receipt by the Company of a Notice of Default from the Trustee;
provided, however, that if any such default specified in (i) or (ii) shall be
cured, waived, rescinded or annulled, then the Event of Default by reason
thereof shall be deemed not to have occurred;

                  (e) any final judgment or order for the payment of money in
excess of $50,000,000, either individually or in the aggregate (net of any
amounts to the extent that they are covered by insurance), shall have been
rendered against the Company or any of its Subsidiaries and which shall not have
been paid or discharged, and there shall be any period of 60 consecutive days
following the entry of the final judgment or order that causes the aggregate
amount for all such final judgments or orders outstanding and not paid or
discharged against the Company or any of its Subsidiaries to exceed $50,000,000
during which a stay of enforcement of such final judgment or order, by reason of
a pending appeal or otherwise, shall not be in effect;

                  (f) the Company pursuant to or under or within the meaning of
any Bankruptcy Law:

                                       31

<PAGE>

                  (i)      commences a voluntary case or proceeding;

                  (ii)     consents to the entry of an order for relief against
                           it in an involuntary case or proceeding or the
                           commencement of any case against it;

                  (iii)    consents to the appointment of a Custodian of it or
                           for any substantial part of its property;

                  (iv)     makes a general assignment for the benefit of its
                           creditors;

                  (v)      files a petition in bankruptcy or answer or consent
                           seeking reorganization or relief; or

                  (vi)     consents to the filing of such petition or the
                           appointment of or taking possession by a Custodian;
                           or

                  (g) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:

                  (i)      is for relief against the Company in an involuntary
                           case or proceeding, or adjudicates the Company
                           insolvent or bankrupt;

                  (ii)     appoints a Custodian of the Company or for any
                           substantial part of its property; or

                  (iii)    orders the winding up or liquidation of the Company;

                  and such order or decree remains unstayed and in effect for 60
days.

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

                  The Company shall deliver to the Trustee, within 20 Business
Days after it becomes aware of the occurrence of any event which with the giving
of notice or the lapse of time, or both, would become an Event of Default under
clause (c), (d) or (e) above, an Officers' Certificate setting forth the details
of such occurrence, its status and what action the Company is taking or proposes
to take with respect thereto.

                  SECTION 6.02 Acceleration. If an Event of Default (other than
an Event of Default specified in Section 6.01(f) or (g) in respect of the
Company) occurs and is continuing, the Trustee by written Notice to the Company,
or the Holders of at least 25% in aggregate Principal Amount of the Securities
at the time outstanding by notice to the Company and the Trustee, may declare
the Principal Amount of the Securities and any accrued and unpaid interest
(including Additional Interest and Defaulted Interest, if any) and premium, if
any,

                                       32

<PAGE>

through the date of declaration on all the Securities to be immediately due and
payable. Upon such a declaration, such Principal Amount and such accrued and
unpaid interest (including Additional Interest and Defaulted Interest, if any)
and premium, if any, shall be due and payable immediately. If an Event of
Default specified in Section 6.01(f) or (g) occurs in respect of the Company and
is continuing, the Principal Amount of the Securities and any accrued and unpaid
interest on all the Securities (including Additional Interest and Defaulted
Interest, if any) and premium, if any, shall become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holders. The Holders of a majority in aggregate Principal Amount of the
Securities at the time outstanding, by notice to the Trustee (and without notice
to any other Holder) may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived, other than the non-payment of the
Principal Amount of the Securities and any accrued and unpaid interest that have
become due solely as a result of acceleration, and if all amounts due to the
Trustee under Section 7.07 hereof have been paid. No such rescission shall
affect any subsequent Default or impair any right consequent thereto.

                  SECTION 6.03 Other Remedies. If an Event of Default occurs and
is continuing, the Trustee may pursue any available remedy to collect the
payment of the Principal Amount and any accrued and unpaid interest on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture. The Trustee may maintain a proceeding even if the Trustee does
not possess any of the Securities or does not produce any of the Securities in
the proceeding. A delay or omission by the Trustee or any Holder in exercising
any right or remedy accruing upon an Event of Default shall not impair the right
or remedy or constitute a waiver of, or acquiescence in, the Event of Default.
Except as set forth in Section 2.10 hereof, no remedy is exclusive of any other
remedy. All available remedies are cumulative.

                  SECTION 6.04 Waiver of Past Defaults. (a) Subject to
Section 6.02, the Holders of a majority in aggregate Principal Amount of the
Securities at the time outstanding, by notice to the Trustee (and without notice
to any other Holder), may waive an existing Default and its consequences except:

                  (i) an Event of Default described in Section 6.01(a) or (b);
         or

                  (ii) a Default in respect of a provision that under Section
         9.02 cannot be amended without the consent of each Holder affected.

                  (b) When a Default is waived, it is deemed cured, but no such
waiver shall extend to any subsequent or other Default or impair any consequent
right. This Section 6.04 shall be in lieu of Section 316(a)1(B) of the TIA and
such Section 316(a)1(B) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

                  SECTION 6.05 Control by Majority. The Holders of a majority in
aggregate Principal Amount of the Securities at the time outstanding may direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee or of exercising any trust or power conferred on the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture or that the Trustee determines in good faith is unduly
prejudicial to the rights of other Holders or would involve the Trustee in
personal liability

                                       33

<PAGE>

unless the Trustee is offered indemnity satisfactory to it. This Section 6.05
shall be in lieu of Section 316(a)1(A) of the TIA and such Section 316(a)1(A) is
hereby expressly excluded from this Indenture, as permitted by the TIA.

                  SECTION 6.06 Limitation on Suits. A Holder may not pursue any
remedy with respect to this Indenture or the Securities unless:

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

                  (b)      the Holders of at least 25% in aggregate Principal
                           Amount of the Securities at the time outstanding make
                           a written request to the Trustee to pursue the
                           remedy;

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

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

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

                  A Holder may not use this Indenture to prejudice the rights of
any other Holder or to obtain a preference or priority over any other Holder (it
being understood that the Trustee does not have an affirmative duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such
Holders).

                  SECTION 6.07 Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of the Principal Amount of and interest (including Additional
Interest or Defaulted Interest) and premium, if any, in respect of the
Securities held by such Holder, on or after the respective due dates expressed
in the Securities or on any Redemption Date, if applicable, or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected adversely without the consent of such Holder.

                  SECTION 6.08 Collection Suit by Trustee. If an Event of
Default described in Section 6.01(a) or (b) hereof occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount owing with respect to the Securities
and the amounts provided for in Section 7.07 hereof.

                  SECTION 6.09 Trustee May File Proofs of Claim. (a) In case of
the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the Principal Amount, interest (including
Additional Interest and Defaulted Interest, if any) or Redemption Price shall
then be due and

                                       34

<PAGE>

payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of
any such amount) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

                  (i) to file and prove a claim for the whole amount of the
         Principal Amount, interest (including Additional Interest and Defaulted
         Interest, if any) or Redemption Price, as the case may be, and to file
         such other papers or documents as may be necessary or advisable in
         order to have the claims of the Trustee (including any claim for the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel or any other amounts due the Trustee
         under Section 7.07 hereof) and of the Holders allowed in such judicial
         proceeding; and

                  (ii) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same,

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof.

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

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

                  FIRST: to the Trustee for amounts due under Section 7.07
                  hereof;

                  SECOND: to Holders for amounts due and unpaid on the
                  Securities for the Principal Amount, interest (including
                  Additional Interest and Defaulted Interest, if any) and the
                  Redemption Price, as the case may be, ratably, without
                  preference or priority of any kind, according to such amounts
                  due and payable on the Securities; and

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

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

                  SECTION 6.11 Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or

                                       35

<PAGE>

omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant (other than the Trustee) in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit
by Holders of more than 10% in aggregate Principal Amount of the Securities at
the time outstanding. This Section 6.11 shall be in lieu of Section 315(e) of
the TIA and such Section 315(e) is hereby expressly excluded from this
Indenture, as permitted by the TIA.

                  SECTION 6.12 Waiver of Stay, Extension or Usury Laws. The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the Principal Amount,
interest (including Additional Interest and Defaulted Interest, if any) or the
Redemption Price, as contemplated herein, or which may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                    ARTICLE 7
                                     TRUSTEE

                  SECTION 7.01 Duties of Trustee.

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

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

                  (i) the Trustee need perform only those duties that are
         specifically set forth in this Indenture and no implied covenants or
         obligations shall be read into this Indenture against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture, but in case of any such certificates or opinions which
         by any provision hereof are specifically required to be furnished to
         the Trustee, the Trustee shall examine the certificates and opinions to
         determine whether or not they conform to the requirements of this
         Indenture, but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein.

                                       36

<PAGE>

         This Section 7.01(b) shall be in lieu of Section 315(a) of the TIA and
such Section 315(a) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

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

                  (i) this paragraph (c) does not limit the effect of paragraph
         (b) of this Section 7.01;

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

                  (iii) the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05 hereof, or exercising
         any trust or power conferred upon the Trustee under this Indenture with
         respect to the Securities.

Subparagraphs (c)(i), (ii) and (iii) of this Section 7.01 shall be in lieu of
Sections 315(d)(1), 315(d)(2) and 315(d)(3) of the TIA and such Sections
315(d)(1), 315(d)(2) and 315(d)(3) are hereby expressly excluded from this
Indenture, as permitted by the TIA.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section
7.01.

                  (e) No provision of the Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

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

                  SECTION 7.02 Rights of Trustee. Subject to its duties and
responsibilities under the provisions of Section 7.01 hereof, and, except as
expressly excluded from this Indenture pursuant to said Section 7.01 hereof,
subject also to its duties and responsibilities under the TIA:

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

                                       37

<PAGE>

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

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

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

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

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

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

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

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

                  (j) the rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be

                                       38

<PAGE>

enforceable by, the Trustee in each of its capacities hereunder, and to each
agent, custodian and other Person employed to act hereunder;

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

                  (l) the permissive rights of the Trustee to do things
enumerated in this Indenture shall not be construed as duties.

                  SECTION 7.03 Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar or
co-registrar may do the same with like rights. However, the Trustee must comply
with Sections 7.10 and 7.11 hereof.

                  SECTION 7.04 Trustee's Disclaimer. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company's use or application of
the proceeds from the Securities, it shall not be responsible for any statement
in the registration statement for the Securities under the Securities Act or in
the Indenture or the Securities (other than its certificate of authentication),
or the determination as to which beneficial owners are entitled to receive any
notices hereunder.

                  SECTION 7.05 Notice of Defaults. If a Default occurs and if it
is known to a Responsible Officer of the Trustee, the Trustee shall give to each
Holder notice of the Default within 90 days after such Responsible Officer
obtains knowledge of such Default unless such Default shall have been cured or
waived before the giving of such notice. Except in the case of a Default
described in Section 6.01(a) or (b) hereof, the Trustee may withhold the notice
if and so long as a Responsible Officer in good faith determines that
withholding the notice is in the interests of Holders. The second sentence of
this Section 7.05 shall be in lieu of the proviso to Section 315(b) of the TIA
and such proviso is hereby expressly excluded from this Indenture, as permitted
by the TIA. The Trustee shall not be deemed to have knowledge of a Default
unless a Responsible Officer of the Trustee has received written notice of such
Default.

                  SECTION 7.06 Reports by Trustee to Holders. Within 60 days
after each September 15 beginning with the September 15 following the date of
this Indenture, the Trustee shall mail to each Holder a brief report dated as of
such September 15 that complies with TIA Section 313(a), if required by such
Section 313(a). The Trustee also shall comply with TIA Section 313(b). A copy of
each report at the time of its mailing to Holders shall be filed with the
Commission and with each securities exchange, if any, on which the Securities
are listed. The Company agrees to promptly notify the Trustee in writing
whenever the Securities become listed on any securities exchange and of any
delisting thereof.

                  SECTION 7.07 Compensation and Indemnity. The Company agrees:

                                       39

<PAGE>

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

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

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

                  To secure the Company's payment obligations in this Section
7.07, the Holders shall have been deemed to have granted to the Trustee a lien
prior to the Securities on all money or property held or collected by the
Trustee, except that held in trust to pay the Principal Amount, Redemption Price
and interest (including Additional Interest and Defaulted Interest, if any), as
the case may be, on particular Securities.

                  The Company's payment obligations pursuant to this Section
7.07 shall survive the discharge of this Indenture and the resignation or
removal of the Trustee. When the Trustee incurs expenses after the occurrence of
a Default specified in Section 6.01(f) or (g) hereof, the expenses including the
reasonable charges and expenses of its counsel, are intended to constitute
expenses of administration under any Bankruptcy Law.

                  SECTION 7.08 Replacement of Trustee. The Trustee may resign by
so notifying the Company; provided, however, that no such resignation shall be
effective until a successor Trustee has accepted its appointment pursuant to
this Section 7.08. The Holders of a majority in aggregate Principal Amount of
the Securities at the time outstanding may remove the Trustee by so notifying
the Trustee and the Company. The Company shall remove the Trustee if:

                  (a)      the Trustee fails to comply with Section 7.10 hereof;

                  (b)      the Trustee is adjudged bankrupt or insolvent;

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

                  (d)      the Trustee otherwise becomes incapable of acting.

                                       40

<PAGE>

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

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

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

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

                  SECTION 7.09 Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation, the
resulting, surviving or transferee corporation without any further act shall be
the successor Trustee.

                  SECTION 7.10 Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of TIA Sections 310(a)(1) and 310(b). The
Trustee (or its parent holding company) shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual
report of condition. Nothing herein contained shall prevent the Trustee from
filing with the Commission the application referred to in the penultimate
paragraph of TIA Section 310(b).

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

                                    ARTICLE 8
                             DISCHARGE OF INDENTURE

                  SECTION 8.01 Discharge of Liability on Securities. When (a)
the Company delivers to the Trustee all outstanding Securities (other than
Securities replaced pursuant to Section 2.10 hereof) for cancellation or (b) all
outstanding Securities have become due and payable and the Company irrevocably
deposits with the Trustee or the Paying Agent (if the Paying Agent is not the
Company or any of its Affiliates) cash sufficient to pay all amounts due and
owing on all outstanding Securities (other than Securities replaced pursuant to
Section

                                       41

<PAGE>

2.10 hereof), and if in either case the Company pays all other sums payable
hereunder by the Company, then this Indenture shall, upon a Company Order,
subject to Section 7.07 hereof, cease to be of further effect. The Trustee shall
join in the execution of a document prepared by the Company acknowledging
satisfaction and discharge of this Indenture on demand of the Company
accompanied by an Officers' Certificate and Opinion of Counsel and at the cost
and expense of the Company.

                  SECTION 8.02 Repayment to the Company. The Trustee and the
Paying Agent shall return to the Company upon written request any money or
securities held by them for the payment of any amount with respect to the
Securities that remains unclaimed for two years, subject to applicable unclaimed
property law. After return to the Company, Holders entitled to the money or
securities must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person and the Trustee and
the Paying Agent shall have no further liability to the Holders with respect to
such money or securities for that period commencing after the return thereof.

                                    ARTICLE 9
                                   AMENDMENTS

                  SECTION 9.01 Without Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without the consent of any
Holder:

                  (a) to cure any ambiguity, defect or inconsistency, or make
any other changes in the provisions of this Indenture which the Company and the
Trustee may deem necessary or desirable; provided that such amendment does not
materially and adversely affect rights of the Holders under this Indenture;

                  (b) to comply with Article 5 hereof;

                  (c) to evidence and provide for the acceptance of appointment
of a successor Trustee;

                  (d) to make any change that would provide for additional
rights or benefits to the Holders or that does not adversely affect the legal
rights under this Indenture of any Holder;

                  (e) to comply with the requirements of the Commission in order
to effect or maintain the qualification of this Indenture under the TIA;

                  (f) modify the restrictions on, and procedures for, resale and
other transfers of securities pursuant to law, regulation or practice relating
to the resale or transfer of restricted securities generally; or

                  (g) to make any change that does not adversely affect the
rights of any Holders under this Indenture,

it being understood that any amendment described in clause (a) of this Section
9.01 made solely to conform this Indenture to the final offering memorandum
related to the Securities provided to

                                       42

<PAGE>

investors in connection with the initial offering of the Securities will be
deemed not to adversely affect the rights or interests of Holders.

                  SECTION 9.02 With Consent of Holders. With the written consent
of the Holders of at least a majority in aggregate Principal Amount of the
Securities at the time outstanding (including consents obtained in connection
with any tender offer or exchange offer for the Securities), the Company and the
Trustee may amend this Indenture or the Securities. However, without the consent
of each Holder affected, an amendment to this Indenture or the Securities may
not:

                  (a) reduce the percentage in Principal Amount of Securities
whose Holders must consent to any amendment or supplement to or waiver of any
provisions of this Indenture;

                  (b) reduce the Principal Amount of, or premium on, or change
the Stated Maturity of, any Security, or alter the provisions with respect to
the redemption of the Securities (including reducing the Redemption Price of any
Security);

                  (c) reduce the rate or amount of or change the time for
payment of interest (including Additional Interest and Defaulted Interest, if
any) on any Security;

                  (d) waive a Default or Event of Default in the payment of the
Principal Amount of or interest (including Additional Interest and Defaulted
Interest, if any) or premium, if any, on the Securities (except a rescission of
acceleration of the Securities by the Holders of at least a majority in
aggregate Principal Amount of the Securities then outstanding and a waiver of
the payment default that resulted from such acceleration);

                  (e) make any Security payable in money or securities other
than that stated in the Security and this Indenture;

                  (f) make any change in Section 6.04 hereof; or

                  (g) impair the right to institute suit for the enforcement of
any payment with respect to the Securities.

                  It shall not be necessary for the consent of the Holders under
this Section 9.02 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent approves the substance thereof. After an
amendment under this Section 9.02 becomes effective, the Company shall mail to
each Holder a notice briefly describing the amendment.

                  SECTION 9.03 Compliance with TIA. Every supplemental indenture
executed pursuant to this Article 9 shall comply with the TIA.

                  SECTION 9.04 Revocation and Effect of Consents, Waivers and
Actions. Until an amendment, consent, waiver or other action by Holders becomes
effective, a consent thereto by a Holder hereunder is a continuing consent by
the Holder and every subsequent Holder of that Security or portion of the
Security that evidences the same obligation as the consenting Holder's Security,
even if notation of the amendment, consent, waiver or other action is not made
on the Security. However, any such Holder or subsequent Holder may revoke the

                                       43

<PAGE>

consent as to such Holder's Security or portion of the Security if the Trustee
receives the notice of revocation before the date as of which the amendment,
consent, waiver or action is made effective. After an amendment, consent, waiver
or action becomes effective, it shall bind every Holder.

                  SECTION 9.05 Notation on or Exchange of Securities. Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article 9 may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Board of Directors, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for outstanding
Securities.

                  SECTION 9.06 Trustee to Sign Supplemental Indentures. The
Trustee shall sign any supplemental indenture authorized pursuant to this
Article 9 if the amendment contained therein does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign such supplemental indenture. In signing such
supplemental indenture the Trustee shall receive, and (subject to the provisions
of Section 7.01 hereof) shall be fully protected in relying upon, in addition to
the documents required by Section 11.04 hereof, an Officers' Certificate and an
Opinion of Counsel stating that such amendment is authorized or permitted by
this Indenture.

                  SECTION 9.07 Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

                                   ARTICLE 10
                              PAYMENTS OF INTEREST

                  SECTION 10.01 Interest Payments. (a) Interest on any Security
shall be payable in cash, to the person in whose name that Security is
registered (as reflected on the register maintained by the Registrar) at the
close of business on the Regular Record Date immediately preceding the relevant
Interest Payment Date, at the office or agency of the Company maintained for
such purpose. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

                  (b) In the case of a permanent Global Security, principal and
interest (including Additional Interest and Defaulted Interest, if any) on any
applicable payment date shall be paid by wire transfer in immediately available
funds in accordance with the written wire transfer instruction supplied by the
Holder from time to time to the Trustee and Paying Agent (if other than the
Trustee) at least two Business Days prior to the applicable Regular Record Date;
provided that any payment to the Depositary, with respect to that portion of
such permanent Global Security held for its account by Cede & Co. for the
purpose of permitting such party to credit the interest received by it in
respect of such permanent Global Security to the accounts of the beneficial
owners thereof, shall be paid by wire transfer in immediately available funds in

                                       44

<PAGE>

accordance with the wire transfer instruction supplied by the Depositary or its
nominee from time to time to the Trustee and Paying Agent (if other than the
Trustee). In the case of a Certificated Security, interest on any applicable
payment date will be paid by wire transfer of immediately available funds to the
accounts specified by the Holders thereof located in the United States if the
Trustee shall have received proper wire transfer instructions from such payee
not later than the related Regular Record Date or, if no account is specified,
by mailing a check to that Holder's registered address as reflected on the
register maintained by the Registrar.

                  (c) If the Stated Maturity or any Interest Payment Date falls
on a day that is not a Business Day, the required payment of the Principal
Amount of and interest (including Additional Interest, if any) on the Securities
will be made on the next succeeding Business Day as if made on the date that the
payment was due and no interest will accrue on that payment from the period from
and after the Stated Maturity or the Interest Payment Date, as the case may be,
to the date of payment on the next succeeding Business Day.

                  SECTION 10.02 Defaulted Interest. Except as otherwise
specified with respect to the Securities, any interest on any Security that is
payable, but is not punctually paid or duly provided for, within 30 days
following any applicable payment date (herein called "Defaulted Interest", which
term shall include any accrued and unpaid interest that has accrued on such
defaulted amount at the same interest rate as set forth in the Securities),
shall be paid by the Company, at its election in each case (x) to the Holder as
of Special Record Date, as determined in accordance with clause (a) below, or
(y) in the manner set forth in clause (b) below:

                  (a) The Company may elect to make payment of any Defaulted
Interest to the persons in whose names the Securities are registered at the
close of business on a special record date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid
on each Security and the date of the proposed payment (which shall not be less
than 20 days after such notice is received by the Trustee), and at the same time
the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit on or prior
to the date of the proposed payment, such money when deposited to be held in
trust for the benefit of the persons entitled to such Defaulted Interest as in
this clause provided. Thereupon the Trustee shall fix a special record date (the
"Special Record Date") for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid,
to each Holder at his address as it appears on the list of Holders set forth in
the Security register maintained by the Registrar not less than 10 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 persons in whose names the
Securities are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause (b) of this
Section 10.02.

                                       45

<PAGE>

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

                  SECTION 10.03 Interest Rights Preserved. Subject to the
foregoing provisions of this Article 10 and Section 2.09 hereof, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

                                   ARTICLE 11
                                  MISCELLANEOUS

                  SECTION 11.01 TIA Controls. If any provision of this Indenture
limits, qualifies, or conflicts with another provision which is required to be
included in this Indenture by the TIA, the required provision shall control.

                  SECTION 11.02 Notices. (a) Any request, demand, authorization,
notice, waiver, consent or communication shall be in writing and delivered in
person or delivery by courier guaranteeing overnight delivery or mailed by
first-class mail, postage prepaid, addressed as follows or transmitted by
facsimile transmission (confirmed by guaranteed overnight courier) to the
following facsimile numbers:

                  if to the Company, to:

                  RPM International Inc.
                  P.O. Box 777
                  2628 Pearl Road
                  Medina, Ohio 44528
                  Attention: General Counsel
                  Telephone: (330) 273-8883
                  Facsimile: (330) 225-6574

                  with a copy of any notice given pursuant to Article 6 hereof
                  to:

                  Calfee, Halter & Griswold LLP
                  1400 McDonald Investment Center
                  800 Superior Avenue
                  Attention: Edward W. Moore
                  Telephone: (216) 622-8217
                  Facsimile: (216) 241-0816

                  if to the Trustee, to:

                  The Bank of New York
                  101 Barclay Street - 8W

                                       46

<PAGE>

                  New York, New York 10286
                  Attention: Corporate Trust Administration
                  Facsimile: (212) 815-5707

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

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

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

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

                  SECTION 11.03 Communication by Holders with Other Holders.
Holders may communicate pursuant to TIA Section 312(b) with other Holders with
respect to their rights under this Indenture or the Securities. The Company, the
Trustee, the Registrar and the Paying Agent and anyone else shall have the
protection of TIA Section 312(c).

                  SECTION 11.04 Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

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

                  (b) an Opinion of Counsel stating that, in the opinion of such
counsel, such actions are authorized or permitted by this Indenture and that all
such conditions precedent have been complied with.

                  SECTION 11.05 Statements Required in Certificate or Opinion.
Each Officers' Certificate or Opinion of Counsel with respect to compliance with
a covenant or condition provided for in this Indenture shall include to the
extent required by the Trustee:

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

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

                                       47

<PAGE>

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

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

                  SECTION 11.06 Separability Clause. In case any provision in
this Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

                  SECTION 11.07 Rules by Trustee, Paying Agent and Registrar.
The Trustee may make reasonable rules for action by or a meeting of Holders. The
Registrar and the Paying Agent may make reasonable rules for their functions.

                  SECTION 11.08 Legal Holidays. A "Legal Holiday" is any day
other than a Business Day. If any specified date (including a date for giving
notice) is a Legal Holiday, the action shall be taken on the next succeeding day
that is not a Legal Holiday, and, if the action to be taken on such date is a
payment in respect of the Securities, no Original Issue Discount or interest, if
any, shall accrue for the intervening period.

                  SECTION 11.09 GOVERNING LAW. THIS INDENTURE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

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

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

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

                                       48

<PAGE>

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

                                        RPM INTERNATIONAL INC.

                                        By: /s/ P. Kelly Tompkins
                                            ------------------------------------
                                            Name:  P. Kelly Tompkins
                                            Title: Senior Vice President,
                                                   General Counsel & Secretary

                                            THE BANK OF NEW YORK, as Trustee

                                            By: /s/ Joseph A. Lloret
                                                --------------------------------
                                                Name: Joseph A. Lloret
                                                Title: Assistant Treasurer

<PAGE>

                                    EXHIBIT A
                                FORM OF SECURITY

                               [FACE OF SECURITY]

                           [Global Securities Legend]

The following legend shall appear on the face of each Global Security:

[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND
ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.]

The following legend shall appear on the face of each Global Security for which
The Depository Trust Company is to be the Depositary:

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

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]

                                       A-1

<PAGE>

                         [Restricted Securities Legend]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF,
BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF RPM INTERNATIONAL INC.
THAT THIS SECURITY MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
PRIOR TO THE LATER OF (X) THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO
SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES
ACT (OR ANY SUCCESSOR PROVISION) OR (Y) THREE MONTHS AFTER SUCH HOLDER CEASES TO
BE AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF
RPM INTERNATIONAL INC., OTHER THAN (1) TO RPM INTERNATIONAL INC., (2) SO LONG AS
THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A") TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, WHO PURCHASES THIS SECURITY
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS FOR RULE 144A, (3) IN AN OFFSHORE
TRANSACTION (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE
WITH REGULATION S UNDER THE SECURITIES ACT (4) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF AVAILABLE) UNDER
THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS. THE HOLDER
HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF
RPM INTERNATIONAL INC. THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR (2) NOT
A U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN
ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k) (2) OF RULE 902 UNDER)
REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS
SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT.

                                       A-2

<PAGE>

                             RPM INTERNATIONAL INC.
                           6.25% SENIOR NOTES DUE 2013

No. A-1                                                 CUSIP: [_______]
Issue Date: [_________]
Issue Price: [_____] (for each $1,000 Principal Amount)

         RPM INTERNATIONAL INC. promises to pay to CEDE & CO. or registered
assigns, the principal sum of _____________________($______________) on December
15, 2013, and to pay interest thereon, as provided on the reverse hereof, until
the principal and any unpaid and accrued interest is paid or duly provided for.

         Interest Payment Dates: June 15 and December 15, commencing June 15,
2004

         Regular Record Dates: June 1 and December 1

         The provisions on the back of this certificate are incorporated as if
set forth on the face hereof.

                                       A-3

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed.

                                         RPM INTERNATIONAL INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         By: ___________________________________
                                             Name:
                                             Title:

Dated:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

By: __________________________________
           Authorized Signatory

                                       A-4

<PAGE>

                              [REVERSE OF SECURITY]

                           6.25% SENIOR NOTES DUE 2013

1.       Interest.

         RPM International Inc., a Delaware corporation (the "Company"),
promises to pay interest on the Principal Amount of this Security at the rate
per annum shown above. The Company will pay interest (and Additional Interest,
if any) semi-annually in arrears on June 15 and December 15 of each year,
beginning June 15, 2004. Interest on the Securities will accrue from the most
recent Interest Payment Date to which interest has been paid or, if no interest
has been paid, from the Issue Date of this Security. Interest (and any
Additional Interest and Defaulted Interest, if any) will be computed on the
basis of a 360-day year composed of twelve 30-day months. The Company will pay
interest (and Additional Interest, if any) on the Securities (except Defaulted
Interest) to the person in whose name the Securities are registered at the close
of business on the June 1 or December 1 (each, a "Regular Record Date")
immediately preceding the relevant Interest Payment Date.

2.       Method of Payment.

         The Holder must surrender the Securities to a Paying Agent to collect
principal payments on the Securities. The Company will pay the principal and
interest (including Additional Interest and Defaulted Interest, if any, and the
Redemption Price, if applicable) on the Securities at the office or agency of
the Company maintained for such purpose, in money of the United States that at
the time of payment is legal tender for payment of public and private debts.
Until otherwise designated by the Company, the Company's office or agency
maintained for such purpose will be the Corporate Trust Office of the Trustee.

         In the case of a permanent Global Security, the Principal Amount of and
interest (including Additional Interest and Defaulted Interest), if any, on any
applicable payment date shall be paid by wire transfer in immediately available
funds in accordance with the written wire transfer instruction supplied by the
Holder from time to time to the Trustee and Paying Agent (if other than the
Trustee) at least two Business Days prior to the applicable Regular Record Date;
provided that any payment to the Depositary, with respect to that portion of
such permanent Global Security held for its account by Cede & Co. for the
purpose of permitting such party to credit the interest received by it in
respect of such permanent Global Security to the accounts of the beneficial
owners thereof, shall be paid by wire transfer in immediately available funds in
accordance with the wire transfer instruction supplied by the Depositary or its
nominee from time to time to the Trustee and Paying Agent (if other than the
Trustee). In the case of a Certificated Security, interest on any applicable
payment date will be paid by wire transfer of immediately available funds to the
accounts specified by the Holders thereof located in the United States if the
Trustee shall have received proper wire transfer instructions from such payee
not later than the related Regular Record Date or, if no account is specified,
by mailing a check to that Holder's registered address as reflected on the
register maintained by the Registrar.

                                       A-5

<PAGE>

3.       Paying Agent and Registrar.

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

4.       Indenture.

         The Company issued the Securities pursuant to an Indenture dated as of
December 9, 2003 (the "Indenture") between the Company and the Trustee. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as in
effect from time to time (the "TIA"). The Securities are subject to all such
terms, which terms hereby are expressly incorporated by reference into this
Note, and Holders are referred to the Indenture and the TIA for a statement of
those terms.

         The Securities are general unsecured and unsubordinated obligations, of
the Company, unlimited as to Principal Amount, subject to the provisions of the
Indenture.

         Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Indenture.

5.       Redemption at the Option of the Company.

         The Company may redeem the Securities for cash, in whole at any time or
in part from time to time, at any time prior to their Stated Maturity, at the
redemption price (the "Redemption Price") equal to the greater of:

         (i)      100% of the Principal Amount of the Securities being redeemed;

         (ii)     the Make-Whole Amount for the Securities being redeemed,

plus, in each case, accrued and unpaid interest on such Securities to, but
excluding, the Redemption Date. The Company will, however, pay the interest
installment due on any Interest Payment Date that occurs on or before a
Redemption Date to the Holders as of the close of business on the Regular Record
Date immediately preceding that Interest Payment Date.

6.       Notice of Redemption.

         In the event that the Company elects to redeem only a portion of the
Securities, the Securities to be redeemed shall be selected in accordance with
procedures of the Depositary, in the case of Global Securities, or by the
Trustee by such method as the Trustee deems to be fair and appropriate, in the
case of Securities held other than in the form of Global Securities, so long as
such method is not prohibited by the rules of any stock exchange on which the
Securities are then listed. Securities may be redeemed in part but only in
integral multiples of $1,000 of Principal Amount thereof.

                                       A-6

<PAGE>

         The Company shall give written notice of its intent to redeem the
Securities by first-class mail at least 30 days, but no more than 60 days, prior
to the applicable Redemption Date to Holders of Securities to be redeemed at
their addresses as set forth in the register for the Securities maintained by
the Registrar.

7.       Sinking Fund.

         No sinking fund is provided for the Securities.

8.       Defaulted Interest.

         Except as otherwise specified with respect to the Securities, any
Defaulted Interest on any Security shall forthwith cease to be payable to the
registered Holder thereof on the relevant Regular Record Date or accrual date,
as the case may be, and such Defaulted Interest shall be paid by the Company as
provided for in Section 10.02 of the Indenture.

9.       Denominations; Transfer; Exchange.

         The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount and integral multiples of $1,000.
The transfer of Securities may be registered and Securities may be exchanged as
provided in the Indenture. As a condition of transfer, the Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents, and the Company and the Registrar may
require a Holder to pay any taxes and fees permitted by the Indenture.

         The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of Securities selected for redemption (except,
in the case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities for a period of 15 days before the mailing of a
notice of redemption of Securities to be redeemed pursuant to Article 3 of the
Indenture.

10.      Persons Deemed Owners.

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

11.      Unclaimed Money.

         The Trustee and the Paying Agent shall return to the Company upon
written request any money or securities held by them for the payment of any
amount with respect to the Securities that remains unclaimed for two years,
subject to applicable unclaimed property law. After return to the Company,
Holders entitled to the money or securities must look to the Company for payment
as general creditors unless an applicable abandoned property law designates
another person and the Trustee and the Paying Agent shall have no further
liability to the Holders with respect to such money or securities for that
period commencing after the return thereof.

                                       A-7

<PAGE>

12.      Amendment; Waiver.

         Subject to certain exceptions set forth in the Indenture, (a) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount of the Securities
at the time outstanding and (b) certain Defaults may be waived with the written
consent of the Holders of a majority in aggregate Principal Amount of the
Securities at the time outstanding.

         Subject to certain exceptions set forth in the Indenture, without the
consent of any Holder, the Company and the Trustee may amend the Indenture or
the Securities (a) to cure any ambiguity, defect or inconsistency, or make any
other changes in the provisions of the Indenture which the Company and the
Trustee may deem necessary or desirable; provided that such amendment does not
materially and adversely affect rights of the Holders under the Indenture; (b)
to comply with Article 5 of the Indenture; (c) to evidence and provide for the
acceptance of appointment of a successor Trustee; (d) to make any change that
would provide for additional rights or benefits to the Holders or that does not
adversely affect the legal rights under the Indenture of any Holder; (e) to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the TIA; (f) modify the restrictions
on, and procedures for, resale and other transfers of securities pursuant to
law, regulation or practice relating to the resale or transfer of restricted
securities generally; or (g) to make any change that does not adversely affect
the rights of any Holders under the Indenture.

13.      Defaults and Remedies.

         Under the Indenture, Events of Default include: (a) defaults in the
payment of the Principal Amount of or premium on any Security when the same
becomes due and payable at its Stated Maturity, upon redemption, upon
declaration or otherwise; (b) defaults in payment of any interest (including
Additional Interest and Defaulted Interest, if any) when the same becomes due
and payable, which default continues for 30 days or more; (c) failure by the
Company to comply with any of its agreements in the Security or the Indenture
(other than those referred to in clauses (a) and (b) above) and such failure
continues for at least 60 days after receipt by the Company of a Notice of
Default; (d)(i) defaults by the Company or its Subsidiary in the scheduled
payment of principal of any Indebtedness (after giving effect to any applicable
grace period) and the aggregate principal amount of such payment defaults at
such time exceeds $50,000,000, or (ii) defaults by the Company or any Subsidiary
under any Indebtedness, whether such Indebtedness now exists or is created
later, which default results in such Indebtedness being accelerated or declared
due and payable, and the aggregate principal amount of all Indebtedness so
accelerated or so declared due and payable, exceeds $50,000,000, and such
acceleration or declaration has not been rescinded or annulled within a period
of 10 days after receipt by the Company of a Notice of Default from the Trustee;
(e) the rendering of any final judgment or order for the payment of money in
excess of $50,000,000, either individually or in the aggregate (net of any
amounts to the extent that they are covered by insurance), against the Company
or any of its Subsidiaries and which shall not have been paid or discharged, and
there shall be any period of 60 consecutive days following the entry of the
final judgment or order that causes the aggregate amount for all such final
judgments or orders outstanding and not paid or discharged against the Company
or any of its Subsidiaries to exceed $50,000,000 during which a stay of
enforcement

                                       A-8

<PAGE>

of such final judgment or order, by reason of a pending appeal or otherwise,
shall not be in effect; and (f) certain events of bankruptcy, insolvency or
reorganization involving the Company.

         As set forth in the Indenture, a Default under clause (c) or (d)(ii) of
this paragraph 13 is not an Event of Default until the Trustee notifies the
Company, or the Holders of at least 25% in aggregate Principal Amount of the
Securities at the time outstanding notify the Company and the Trustee, of the
Default and the Company does not cure such Default (and such Default is not
waived) within the time specified in clause (c) or (d)(ii) above after actual
receipt of such notice. Any such notice must specify the Default, demand that it
be remedied and state that such notice is a "Notice of Default".

         If an Event of Default occurs and is continuing, the Trustee by written
notice to the Company, or the Holders of at least 25% in aggregate Principal
Amount of the Securities at the time outstanding by notice to the Company and
the Trustee, may declare the Principal Amount of the Securities and any accrued
and unpaid interest (including Additional Interest and Defaulted Interest, if
any) and premium, if any, through the date of declaration on all the Securities
to be immediately due and payable. Upon such a declaration, such Principal
Amount and such accrued and unpaid interest (including Additional Interest and
Defaulted Interest, if any) and premium, if any, shall be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default
that would result in the Principal Amount of the Securities and any accrued and
unpaid interest on all the Securities (including Additional Interest and
Defaulted Interest, if any) and premium, if any, to become immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holders. The Holders of a majority in aggregate Principal Amount of the
Securities at the time outstanding, by notice to the Trustee (and without notice
to any other Holder) may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived, other than the non-payment of the
Principal Amount of the Securities and any accrued and unpaid interest that have
become due solely as a result of acceleration, and if all amounts due to the
Trustee under Section 7.07 of the Indenture have been paid. No such rescission
shall affect any subsequent Default or impair any right consequent thereto.

         Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security reasonably satisfactory
to it. Subject to certain limitations, Holders of a majority in aggregate
Principal Amount of the Securities at the time outstanding may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of any continuing Default (except a Default in payment of amounts
specified in this clause 13(a) or 13(b) above) if it determines that withholding
notice is in their interests.

14.      Trustee Dealings with the Company.

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

                                       A-9

<PAGE>

15.      No Recourse Against Others.

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

16.      Authentication.

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

17.      Abbreviations.

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

18.      GOVERNING LAW.

         THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.

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

                                      A-10

<PAGE>

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:

                  RPM International Inc.
                  P.O. Box 777
                  2628 Pearl Road
                  Medina, Ohio 44528
                  Attention:  General Counsel

                                      A-11

<PAGE>

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to:

________________________________________________________________________________
(Insert assignee's soc. sec. or tax ID no.)

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint

__________________________________ as agent to transfer this Security on the
books of the Company. The agent may substitute another to act for him.

________________________________________________________________________________

Date: _____________________

Your Signature:

________________________________________________________________________________
     (Sign exactly as your name appears on the other side of this Security)

                                      A-12

<PAGE>

                                    EXHIBIT B
                              TRANSFER CERTIFICATE

         In connection with any transfer of any of the Notes evidenced by this
certificate that are "restricted securities" (as defined in Rule 144 (or any
successor thereto) under the Securities Act of 1933, as amended (the "Securities
Act")), the undersigned registered owner of this Security hereby certifies with
respect to $__________ Principal Amount of the above-captioned securities
presented or surrendered on the date hereof (the "Surrendered Securities") for
registration of transfer or for exchange where the securities issuable upon such
transfer or exchange are to be registered in a name other than that of the
undersigned registered owner (each such transaction being a "transfer"), that
such transfer complies with the Restricted Securities Legend set forth on the
face of the Surrendered Securities for the reason checked below:

         (1)      [ ]      The transfer of the Surrendered Securities is made to
the Company or any subsidiaries; or

         (2)      [ ]      The transfer of the Surrendered Securities complies
with Rule 144A under the Securities Act; or

         (3)      [ ]      The transfer of the Surrendered Securities is
pursuant to an effective registration statement under the Securities Act; or

         (4)      [ ]      The transfer of the Surrendered Securities is
pursuant to an offshore transaction in accordance with Rule 904 under the
Securities Act; or

         (5)      [ ]      The transfer of the Surrendered Securities is
pursuant to another available exemption from the registration requirement of the
Securities Act.

And, unless the box below is checked, the undersigned confirms that, to the
undersigned's knowledge, such Securities are not being transferred to an
"affiliate" of the Company as defined in Rule 144 under the Securities Act (an
"Affiliate").

                  [ ]      The transferee is an Affiliate of the Company.

DATE: ___________________________            ___________________________________
                                                         Signature(s)

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

Unless one of the boxes above is checked, the Registrar will refuse to register
any of the Securities evidenced by this certificate in the name of any person
other than the registered Holder thereof; provided, however, that if box (4) is
checked, the Trustee may require, prior to registering any such transfer of the
Notes, such certifications and other information, and if box (5) is checked such
legal opinions to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.