<PAGE>

                                                                     Exhibit 4.2

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

                           GENERAL CABLE CORPORATION


                                   as Issuer

                                      and


                                                       ,

                                   as Trustee

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

                                   INDENTURE

                             Dated as of     , 20__

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


                          SUBORDINATED DEBT SECURITIES



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

<PAGE>

                              CROSS-REFERENCE TABLE

  TIA                                                      Indenture
Section                                                     Section
-------                                                    ----------------
310   (a)(1)............................................     7.08; 7.10
      (a)(2)............................................     7.08; 7.10
      (a)(3)............................................     N.A.
      (a)(4)............................................     N.A.
      (a)(5)............................................     7.08
      (b)...............................................     7.08; 7.10; 11.02
      (c)...............................................     N.A.
311   (a)...............................................     7.11
      (b)...............................................     7.11
      (c)...............................................     N.A.
312   (a)...............................................     2.06
      (b)...............................................     11.03
      (c)...............................................     11.03
313   (a)...............................................     7.06
      (b)(1)............................................     N.A.
      (b)(2)............................................     7.05
      (c)...............................................     7.06; 11.02
      (d)...............................................     7.06
314   (a)...............................................     4.05; 4.06; 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(2)
      (b)...............................................     7.05; 11.02
      (c)...............................................     7.01(1)
      (d)...............................................     7.01(3)
      (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
      (c)...............................................     9.04
317   (a)(1)............................................     6.08
      (a)(2)............................................     6.09
      (b)...............................................     2.05
318   (a)...............................................     11.01
      (b)...............................................     N.A.
      (c)...............................................     11.01


-------------------
N.A. means Not Applicable

Note:       This Cross-Reference Table shall not, for any purpose, be deemed to
            be a part of the Indenture
<PAGE>


                                TABLE OF CONTENTS

<TABLE>
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<S>             <C>                                                                                <C>
                            ARTICLE ONE

                            DEFINITIONS

SECTION 1.01.   Definitions...........................................................................1
SECTION 1.02.   Other Definitions.....................................................................6
SECTION 1.03.   Rules of Construction.................................................................6

                            ARTICLE TWO

                          THE SECURITIES

SECTION 2.01.   Issuable in Series....................................................................7
SECTION 2.02.   Execution and Authentication..........................................................9
SECTION 2.03.   Bond Agents..........................................................................10
SECTION 2.04.   Bearer Securities....................................................................10
SECTION 2.05.   Paying Agent to Hold Money in Trust..................................................11
SECTION 2.06.   Securityholder Lists.................................................................11
SECTION 2.07.   Transfer and Exchange................................................................12
SECTION 2.08.   Replacement Securities...............................................................12
SECTION 2.09.   Outstanding Securities...............................................................13
SECTION 2.10.   Discounted Securities................................................................13
SECTION 2.11.   Treasury Securities..................................................................13
SECTION 2.12.   Global Securities....................................................................13
SECTION 2.13.   Temporary Securities.................................................................14
SECTION 2.14.   Cancellation.........................................................................14
SECTION 2.15.   Defaulted Interest...................................................................14

                           ARTICLE THREE

                            REDEMPTION

SECTION 3.01.   Notices to Trustee...................................................................15
SECTION 3.02.   Selection of Securities to Be Redeemed...............................................15
SECTION 3.03.   Notice of Redemption.................................................................15
SECTION 3.04.   Effect of Notice of Redemption.......................................................16
SECTION 3.05.   Payment of Redemption Price..........................................................16
SECTION 3.06.   Securities Redeemed in Part..........................................................17

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                                      -i-

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                           ARTICLE FOUR

                             COVENANTS

SECTION 4.01.   Payment of Securities................................................................17
SECTION 4.02.   Payment of Taxes; Maintenance of Corporate Existence;
                  Maintenance of Properties..........................................................18
SECTION 4.03.   SEC Reports..........................................................................19
SECTION 4.04.   Annual Review Certificate............................................................19
SECTION 4.05.   Maintenance of Office or Agency......................................................19
SECTION 4.06.   Waiver of Stay, Extension or Usury Laws..............................................19
SECTION 4.07.   Notice to Trustee of Certain Defaults................................................20
SECTION 4.08.   Further Assurances to Trustee........................................................20

                           ARTICLE FIVE

                            SUCCESSORS

SECTION 5.01.   When Company May Merge, etc..........................................................20

                            ARTICLE SIX

                       DEFAULTS AND REMEDIES

SECTION 6.01.   Events of Default....................................................................21
SECTION 6.02.   Acceleration.........................................................................23
SECTION 6.03.   Other Remedies.......................................................................23
SECTION 6.04.   Waiver of Past Defaults..............................................................24
SECTION 6.05.   Control by Majority..................................................................24
SECTION 6.06.   Limitations on Suits.................................................................24
SECTION 6.07.   Rights of Holders to Receive Payment.................................................24
SECTION 6.08.   Collection Suit by Trustee...........................................................25
SECTION 6.09.   Trustee May File Proofs of Claims....................................................25
SECTION 6.10.   Priorities...........................................................................25
SECTION 6.11.   Undertaking for Costs................................................................26
SECTION 6.12.   Restoration of Rights and Remedies...................................................26
SECTION 6.13.   Rights and Remedies Cumulative.......................................................26
SECTION 6.14.   Delay or Omission Not Waiver.........................................................26
SECTION 6.15.   Waiver of Stay, Extension or Usury Laws..............................................27

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                                      -ii-


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                           ARTICLE SEVEN

                              TRUSTEE

SECTION 7.01.   Duties of Trustee....................................................................27
SECTION 7.02.   Rights of Trustee....................................................................28
SECTION 7.03.   Individual Rights of Trustee.........................................................29
SECTION 7.04.   Trustee's Disclaimer.................................................................29
SECTION 7.05.   Notice of Defaults...................................................................29
SECTION 7.06.   Reports by Trustee to Holders........................................................29
SECTION 7.07.   Compensation and Indemnity...........................................................29
SECTION 7.08.   Replacement of Trustee...............................................................30
SECTION 7.09.   Successor Trustee by Merger, etc.....................................................31
SECTION 7.10.   Eligibility; Disqualification........................................................31
SECTION 7.11.   Preferential Collection of Claims Against Company....................................32

                           ARTICLE EIGHT

                      DISCHARGE OF INDENTURE

SECTION 8.01.   Defeasance...........................................................................32
SECTION 8.02.   Conditions to Defeasance.............................................................32
SECTION 8.03.   Application of Trust Money...........................................................33
SECTION 8.04.   Repayment to Company.................................................................34

                           ARTICLE NINE

                            AMENDMENTS

SECTION 9.01.   Without Consent of Holders...........................................................34
SECTION 9.02.   With Consent of Holders..............................................................34
SECTION 9.03.   Compliance with Trust Indenture Act..................................................35
SECTION 9.04.   Effect of Consents...................................................................35
SECTION 9.05.   Notation on or Exchange of Securities................................................36

                            ARTICLE TEN

                    SUBORDINATION OF SECURITIES

SECTION 10.01.  Securities Subordinated to Senior Indebtedness.......................................36
SECTION 10.02.  No Payment on Securities in Certain Circumstances....................................36
SECTION 10.03.  Payment Over of Proceeds upon Dissolution, etc.......................................38

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                                     -iii-

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<S>             <C>                                                                                <C>
SECTION 10.04.  Subrogation..........................................................................39
SECTION 10.05.  Obligations of Company Unconditional.................................................39
SECTION 10.06.  Notice to Trustee....................................................................40
SECTION 10.07.  Reliance on Judicial Order or Certificate of Liquidating Agent.......................41
SECTION 10.08.  Trustee's Relation to Senior Indebtedness............................................41
SECTION 10.09.  Subordination Rights Not Impaired by Acts or Omissions of the Company or
                    Holders of Senior Indebtedness...................................................42
SECTION 10.10.  Securityholders Authorize Trustee to Effectuate Subordination of
                    Securities.......................................................................42
SECTION 10.11.  This Article Not to Prevent Events of Default........................................42
SECTION 10.12.  Trustee's Compensation Not Prejudiced................................................42
SECTION 10.13.  No Waiver of Subordination Provisions................................................42
SECTION 10.14.  Certain Payments May Be Paid Prior to Dissolution....................................43

                          ARTICLE ELEVEN

                           MISCELLANEOUS

SECTION 11.01.  Trust Indenture Act..................................................................43
SECTION 11.02.  Notices..............................................................................44
SECTION 11.03.  Communications by Holders with Other Holders.........................................45
SECTION 11.04.  Certificate and Opinion as to Conditions Precedent...................................45
SECTION 11.05.  Statements Required in Certificate or Opinion........................................45
SECTION 11.06.  Rules by Company and Agents..........................................................45
SECTION 11.07.  Legal Holidays.......................................................................46
SECTION 11.08.  No Recourse Against Others...........................................................46
SECTION 11.09.  Duplicate Originals..................................................................46
SECTION 11.10.  Governing Law........................................................................46

SIGNATURES      ......................................................................................1

Exhibit A   -   Form of Registered Security.........................................................A-1
Exhibit B   -   Form of Bearer Security ............................................................B-1
Exhibit C   -   Form of Assignment..................................................................C-1
Exhibit D   -   Form of Conversion Notice...........................................................D-1

</TABLE>


                                      -iv-


<PAGE>


                  INDENTURE dated as of            , 20__ between GENERAL CABLE
CORPORATION, a Delaware corporation ("Company"), and                 ,
a               ("Trustee").

                  Each party agrees as follows for the benefit of the Holders of
the Company's debt securities issued under this Indenture:

                                   ARTICLE ONE

                                   DEFINITIONS

SECTION 1.01.     Definitions.

                  "Affiliate" means any person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company.

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

                  "Authorized Newspaper" means a newspaper that is:

                  (1) printed in the English language or in an official language
         of the country of publication;

                  (2) customarily published on each business day in the place of
         publication; and

                  (3) of general circulation in the relevant place or in the
         financial community of such place.

                  Whenever successive publications in an Authorized Newspaper
are required, they may be made on the same or different business days and in the
same or different Authorized Newspapers.

                  "Bearer Security" means a Security payable to bearer.

                  "Board" or "Board of Directors" means the Board of Directors
of the Company or any authorized committee of the Board.

                  "Bond Resolution" means a resolution adopted by the Board or
by an Officer or committee of Officers pursuant to Board delegation authorizing
a series of Securities.

                  "Capital Stock" means any and all shares, interests,
participations or other equivalents (however designated) of capital stock of any
person and all warrants or options to acquire such capital stock.


<PAGE>

                                      -2-

                  "Capitalized Lease Obligations" of any person means the
obligations of such person to pay rent or other amounts under a lease that is
required to be capitalized for financial reporting purposes in accordance with
GAAP, and the amount of such obligations will be the capitalized amount thereof
determined in accordance with GAAP.

                  "Common Stock" means the Common Stock, par value $0.01 per
share, of the Company or any security into which the Common Stock may be
converted.

                  "Company" means the party named as such above until a
successor replaces it and thereafter means the successor.

                  "Consolidated Tangible Net Worth" means the excess of (i) the
net book value of the assets of the Company and its Subsidiaries (other than
patents, patent rights, trademarks, trade names, franchises, copyrights,
licenses, permits, goodwill and other intangible assets classified as such in
accordance with GAAP) after all appropriate deductions in accordance with GAAP
(including, without limitation, reserves for doubtful receivables, obsolescence,
depreciation and amortization) plus the amount, if any, by which the market
value of precious metals inventories exceeds the carrying value of those metals
on the consolidated books of account of the Company and its Subsidiaries reduced
by taxes estimated to be payable upon realization as calculated by the Company
and reviewed by the Company's auditors over (ii) the consolidated liabilities
(including tax and other proper accruals) of the Company and its Subsidiaries,
in each case computed and consolidated in accordance with GAAP.

                  "Conversion Rate" means such number of shares of Common Stock
for which $1,000 aggregate principal amount of Securities of any series is
convertible, initially as stated in the Bond Resolution authorizing the series
and as adjusted pursuant to the terms of this Indenture and the Bond Resolution.

                  "coupon" means an interest coupon for a Bearer Security.

                  "Credit Facilities" means, collectively, each of the credit
facilities and lines of credit of the Company in existence on the date of this
Indenture and one or more other facilities or lines of credit among or between
the Company and one or more lenders pursuant to which the Company may incur
indebtedness for working capital and general corporate purposes (including
acquisitions), as any such facility or line of credit may amended, restated,
supplemented or otherwise modified from time to time, and includes any agreement
extending the maturity of, increasing the amount of, or restructuring, all or
any portion of the indebtedness under such facility or line of credit or any
successor facilities or lines of credit and includes any facility or line of
credit with one or more lenders refinancing or replacing all or any portion of
the indebtedness under such facility or line of credit or any successor facility
or line of credit.


<PAGE>

                                       -3-

                  "Currency Agreement" of any person means any foreign exchange
contract, currency swap agreement or other similar agreement or arrangement
designed to protect such person against fluctuations in currency values.

                  "Default" with respect to a series of the Securities or to all
series of the Securities, as the case may be, means any event which is, or after
notice or passage of time would be, an Event of Default with respect to such
series or to all series of the Securities, as the case may be.

                  "Designated Senior Indebtedness" means any Senior Indebtedness
(a) under any of the Credit Facilities or (b) which, at the time of
determination, has an aggregate commitment or principal amount outstanding of at
least $10.0 million if the instrument governing such Senior Indebtedness
expressly states that such indebtedness is "Designated Senior Indebtedness" for
purposes of this Indenture and a resolution of the Board of Directors setting
forth such designation by the Company has been filed with the Trustee.

                  "Discounted Security" means a Security where the amount of
principal due upon acceleration is less than the stated principal amount.

                  "GAAP" shall mean generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as in
effect on the date of this Indenture.

                  "Holder" or "Securityholder" means the person in whose name a
Registered Security is registered and the bearer of a Bearer Security or coupon.

                  "Indenture" means this Indenture and any Bond Resolution as
amended from time to time.

                  "Interest Protection Agreement" of any person means any
interest rate swap agreement, interest rate collar agreement, option or futures
contract or other similar agreement or arrangement designed to protect such
person against fluctuations in interest rates with respect to indebtedness
permitted to be incurred under this Indenture.

                  "Lien" means any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind whatsoever (including any conditional
sale or other title retention agreement, any lease in the nature thereof, and
the filing of or agreement to give any financing statement under the Uniform
Commercial Code of any jurisdiction) but in no event shall "Lien" include any
defeasance pursuant to Article 8 hereof.



<PAGE>
                                      -4-


                  "NASDAQ" means the National Association of Securities Dealers
Automated Quotation System.

                  "Officer" means the Chairman of the Board, the President, any
Vice President (including any Executive Vice President or Senior Vice
President), the Treasurer, any Assistant Treasurer, the Secretary, or the
Controller of the Company.

                  "Officers' Certificate" means a certificate signed by two
Officers or by an Officer and an Assistant Secretary or Assistant Controller 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.

                  "Permitted Junior Securities" means any securities of the
Company or any other person that are (i) Capital Stock or (ii) subordinated in
right of payment to all Senior Indebtedness that may at the time be outstanding,
to substantially the same extent as, or to a greater extent than, the Securities
are subordinated as provided in this Indenture; provided (a) such securities are
not entitled to the benefits of covenants or defaults materially more beneficial
to the holders of such securities than those in effect with respect to the
Securities on the date of this Indenture and (b) such securities do not provide
for amortization (including sinking fund and mandatory prepayment provisions)
commencing prior to the date six months following the final scheduled maturity
date of the Senior Indebtedness (as modified by the plan of reorganization or
readjustment pursuant to which such securities are issued).

                  "Post-Petition Interest" means interest on any Senior
Indebtedness accruing subsequent to events of bankruptcy of the Company at the
rate provided in the document evidencing such Senior Indebtedness, whether or
not such interest is an allowed claim enforceable against the debtor in a
bankruptcy case under bankruptcy law.

                  "principal" of a debt security means the principal of the
security plus the premium, if and when applicable, on the security.

                  "Registered Security" means a Security registered as to
principal and interest by the Registrar.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" means the debt securities issued under this
Indenture.

<PAGE>
                                      -5-


                  "Senior Indebtedness" means, at any date, whether currently
existing or hereafter incurred, (a) all obligations under the Credit Facilities
(whether for principal, interest, fees, expenses or indemnities), (b) all
indebtedness of the Company for borrowed money or under any reimbursement
obligation relating to a letter of credit or other similar instruments or
evidenced by a bond, note, debenture or similar instrument, or such indebtedness
of others guaranteed by the Company (to the extent of the guarantee), and
Capitalized Lease Obligations, including principal, premium, if any, and
interest (including Post-Petition Interest) on such indebtedness, unless the
instrument under which such indebtedness is incurred expressly provides that
such indebtedness is not senior or superior in right of payment to the
Securities, and all renewals, extensions, modifications, amendments or
refinancings thereof; (c) all obligations of the Company under Interest
Protection Agreements; and (d) all obligations of the Company under Currency
Agreements. Notwithstanding the foregoing, Senior Indebtedness shall not include
(i) to the extent that it may constitute indebtedness, any obligation for
federal, state, local or other taxes; (ii) any indebtedness between the Company
and any Subsidiary of the Company; (iii) to the extent that it may constitute
indebtedness, any obligation in respect of any trade payable incurred for the
purchase of goods or materials, or for services obtained, in the ordinary course
of business; (iv) that portion of any indebtedness that is incurred in violation
of this Indenture; (v) indebtedness evidenced by the Securities; (vi)
indebtedness of the Company that is expressly subordinate or junior in right of
payment to any other indebtedness of the Company; and (vii) to the extent that
it may constitute indebtedness, any obligation owing under leases (other than
Capitalized Lease Obligations).

                  "series" means a series of Securities or the Securities of the
series.

                  "Significant Subsidiary" shall have the meaning assigned to
such term in Regulation S-X promulgated under the Securities Act of 1933, as
amended.

                  "Stock Trading Day" means each day on which the securities
exchange or quotation system which is used to determine the Market Price is open
for trading or quotation.

                  "Subsidiary" means any corporation, association or other
business entity, a majority (by number of votes) of the Voting Stock or control
of which is at the time owned or controlled by the Company or another Subsidiary
of the Company.

                  "Surviving Person" means, with respect to any person involved
in any transaction or that makes any disposition, the person formed by or
surviving such transaction or disposition or the person with or to which such
transaction or disposition is made.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code ss.
77aaa-77bbbb) as in effect on the date of this Indenture.

                  "Treasury Regulations" means regulations of the U.S. Treasury
Department under the Internal Revenue Code of 1986, as amended.


<PAGE>
                                      -6-


                  "Trustee" means the party named as such above until a
successor replaces it and thereafter means the successor.

                  "Trust Officer" means the Chairman of the Board, the President
or any other officer or assistant officer of the Trustee assigned by the Trustee
to administer its corporate trust matters.

                  "United States" means the United States of America, its
territories and possessions and other areas subject to its jurisdiction.

                  "Voting Stock" means stock of any class or classes (however
designated) having ordinary voting power for the election of a majority of the
members of the board of directors (or governing body) of such corporation,
association or other business entity, other than stock having such power only by
reason of the happening of a contingency.

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

SECTION 1.02.     Other Definitions.

Term                                                Defined in Section
"Bankruptcy Law"                                                  6.01
"Bearer Securities List"                                          2.06
"Conversion Agent"                                                2.03
"Custodian"                                                       6.01
"Event of Default"                                                6.01
"Legal Holiday"                                                  11.07
"Paying Agent"                                                    2.03
"Payment Blockage Notice"                                        10.02
"Payment Blockage Period"                                        10.02
"Registrar"                                                       2.03
"Transfer Agent"                                                  2.03
"U.S. Government Obligations"                                     8.02

SECTION 1.03.     Rules of Construction.

                  Unless the context otherwise requires:

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

<PAGE>
                                      -7-



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

                  (3) GAAP principles are those applicable and in effect on the
         date of this Indenture;

                  (4) all terms used in this Indenture that are defined by the
         TIA, defined by TIA reference to another statute or defined by SEC rule
         under the TIA have the meanings assigned to them by such definitions;

                  (5) "or" is not exclusive; and

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

                                  ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.     Issuable in Series.

                  The aggregate principal amount of Securities that may be
issued under this Indenture is unlimited. The Securities may be issued from time
to time in one or more series. All Securities of any one series and all coupons,
if any, appertaining to Bearer Securities of such series shall be substantially
identical except as to currency of payments due thereunder, the denomination in
which the Securities are issuable, the rate or rates of interest, or method of
determining the rate of interest, if any, the maturity, the date from which
interest, if any, shall accrue and except as may otherwise be provided by the
Company in or pursuant to a Bond Resolution or in any supplemental indenture
pertaining to such series of Securities. Each series shall be created by a Bond
Resolution or a supplemental indenture that establishes the terms of the series,
which may include the following:

                  (1) the title of the Series;

                  (2) the aggregate principal amount (or any limit on the
         aggregate principal amount) of the Series and, if any Securities of a
         Series are to be issued at a discount from their face amount, the
         method of computing the accretion of such discount;

                  (3) the interest rate or rates, if any, or method of
         calculating the interest rate;

                  (4) the date or dates from which interest will accrue;

                  (5) the record dates for interest payable on Registered
         Securities;


<PAGE>
                                      -8-


                  (6) the dates when principal and interest are payable;

                  (7) the manner of paying principal and interest;

                  (8) the places where principal and interest are payable;

                  (9) the Registrar, Transfer Agent and Paying Agent;

                  (10) the terms of any mandatory (including any sinking fund
         requirements) or optional redemption by the Company;

                  (11) any subordination provisions in addition to or in lieu of
         those set forth in this Indenture;

                  (12) the terms of any repayment at the option of Holders;

                  (13) the denominations in which Securities are issuable;

                  (14) whether Securities will be issuable as Registered
         Securities or Bearer Securities;

                  (15) whether and upon what terms Registered Securities and
         Bearer Securities may be exchanged;

                  (16) whether any Securities will be represented by a Security
         in global form;

                  (17) the terms of any global Security;

                  (18) the terms of any tax indemnity;

                  (19) the currencies (including any composite currency) in
         which principal or interest may be paid;

                  (20) if payments of principal or interest may be made in a
         currency other than that in which Securities are denominated, the
         manner for determining such payments;

                  (21) if amounts of principal or interest may be determined by
         reference to an index, formula or other method, the manner for
         determining such amounts;

                  (22) provisions for electronic issuance of Securities or for
         Securities in uncertificated form;

<PAGE>
                                      -9-


                  (23) the portion of principal payable upon acceleration of a
         Discounted Security;

                  (24) any Events of Default or covenants in addition to or in
         lieu of those set forth in this Indenture;

                  (25) whether and upon what terms Securities may be defeased,
         if different from the provisions set forth in this Indenture;

                  (26) the forms of the Securities or any coupon, which, unless
         the Bond Resolution or supplemental indenture otherwise provides, shall
         be in the form of Exhibit A or B or otherwise;

                  (27) any terms that may be required by or advisable under U.S.
         or other applicable laws;

                  (28) the percentage of the principal amount of the Securities
         which is payable if the maturity of the Securities is accelerated in
         the case of Securities issued at a discount from their face amount;

                  (29) whether and upon what terms the Securities will be
         convertible into or exchangeable for Common Stock of the Company; and

                  (30) any other terms not inconsistent with this Indenture.

                  All Securities of one series need not be issued at the same
time and, unless otherwise provided, a series may be reopened for issuances of
additional Securities of such series or to establish additional terms of such
series of Securities.

                  The creation and issuance of a series and the authentication
and delivery thereof are not subject to any conditions precedent.

SECTION 2.02.     Execution and Authentication.

                  Two Officers shall sign the Securities by manual or facsimile
signature. The Company's seal may be reproduced on the Securities. An Officer
shall sign any coupons by facsimile signature.

                  If an Officer whose signature is on a Security or its coupons
no longer holds that office at the time the Security is authenticated or
delivered, the Security and coupons shall nevertheless be valid.

<PAGE>
                                      -10-


                  A Security and its coupons shall not be valid until the
Security is authenticated by the manual signature of the Registrar. The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

                  Each Registered Security shall be dated the date of its
authentication. Each Bearer Security shall be dated the date of its original
issuance or as provided in the Bond Resolution.

                  Securities may have notations, legends or endorsements
required by law, stock exchange rule, agreement or usage.

SECTION 2.03.     Bond Agents.

                  The Company shall maintain an office or agency where
Securities may be authenticated ("Registrar"), where Securities may be presented
for registration of transfer or for exchange ("Transfer Agent"), where
Securities may be presented for payment ("Paying Agent") and where Securities
may be presented for conversion ("Conversion Agent"). Whenever the Company must
issue or deliver Securities pursuant to this Indenture, the Registrar shall
authenticate the Securities at the Company's written request. The Transfer Agent
shall keep a register of the Securities and of their transfer and exchange.

                  The Company may appoint more than one Registrar, Transfer
Agent, Paying Agent or Conversion Agent for a series. The Company shall notify
the Trustee of the name and address of any Agent not a party to this Indenture.
If the Company fails to maintain a Registrar, Transfer Agent, Paying Agent or
Conversion Agent for a series, the Trustee shall act as such.

SECTION 2.04.     Bearer Securities.

                  U.S. laws and Treasury Regulations restrict sales or exchanges
of and payments on Bearer Securities. Therefore, except as provided below:

                  (1) Bearer Securities will be offered, sold and delivered only
         outside the United States and will be delivered only upon presentation
         of a certificate in a form prescribed by the Company to comply with
         U.S. laws and regulations.

                  (2) Bearer Securities will not be issued in exchange for
         Registered Securities.

                  (3) All payments of principal and interest (including original
         issue discount) on Bearer Securities will be made outside the United
         States by a Paying Agent located outside the United States unless the
         Company determines that:

<PAGE>
                                      -11-


                  (A) such payments may not be made by such Paying Agent because
         the payments are illegal or prevented by exchange controls as described
         in Treasury Regulation ss. 1.163-5(c)(2)(v); and

                  (B) making the payments in the United States would not have an
         adverse tax effect on the Company.

                  If there is a change in the relevant provisions of U.S. laws
or Treasury Regulations or the judicial or administrative interpretation
thereof, a restriction set forth in paragraph (1), (2) or (3) above will not
apply to a series if the Company determines that the relevant provisions no
longer apply to the series or that failure to comply with the relevant
provisions would not have an adverse tax effect on the Company or on
Securityholders or cause the series to be treated as "registration-required"
obligations under U.S. law.

                  The Company shall notify the Trustee of any determinations by
the Company under this Section.

SECTION 2.05.     Paying Agent to Hold Money in Trust.

                  The Company shall require each Paying Agent for a series other
than the Trustee to agree in writing that the Paying Agent will hold in trust
for the benefit of the persons entitled thereto all money held by the Paying
Agent for the payment of principal of or interest on the series, and will notify
the Trustee of any default by the Company in making any such payment.

                  While any such default continues, the Trustee may require a
Paying Agent to pay all money so held by it to the Trustee. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent shall have no further liability
for the money.

                  If the Company or an Affiliate acts as Paying Agent for a
series, it shall segregate and hold as a separate trust fund all money held by
it as Paying Agent for the series.

SECTION 2.06.     Securityholder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Securityholders. If the Trustee is not the Transfer Agent, the
Company shall furnish to the Trustee semiannually and at such other times as the
Trustee may request a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Holders of Registered
Securities and Holders of Bearer Securities whose names are on the list referred
to below.

<PAGE>
                                      -12-


                  The Transfer Agent shall keep a list of the names and
addresses of Holders of Bearer Securities who file a request to be included on
such list (the "Bearer Securities List"). A request will remain in effect for
two years unless renewed or amended.

                  Whenever the Company or the Trustee is required to mail a
notice to all Holders of Registered Securities of a series, it also shall mail
the notice to Holders of Bearer Securities of the series whose names are on the
Bearer Securities List.

                  Whenever the Company is required to publish a notice to all
Holders of Bearer Securities of a series, it also shall mail the notice to such
of them whose names are on the Bearer Securities List.

SECTION 2.07.     Transfer and Exchange.

                  Where Registered Securities of a series are presented to the
Transfer Agent with a request to register a transfer or to exchange them for an
equal principal amount of Registered Securities of other denominations of the
series, the Transfer Agent shall register the transfer or make the exchange if
its requirements for such transactions are met.

                  The Transfer Agent may require a Holder to pay a sum
sufficient to cover any taxes imposed on a transfer or exchange.

                  If a series provides for Registered and Bearer Securities and
for their exchange, Bearer Securities may be exchanged for Registered Securities
and Registered Securities may be exchanged for Bearer Securities as provided in
the Securities or the Bond Resolution if the requirements of the Transfer Agent
for such transactions are met and if Section 2.04 permits the exchange.

SECTION 2.08.     Replacement Securities.

                  If the Holder of a Security or coupon claims that it has been
lost, destroyed or wrongfully taken, then, in the absence of notice to the
Company or the Trustee that the Security or coupon has been acquired by a bona
fide purchaser, the Company shall issue a replacement Security or coupon if the
Company and the Trustee receive:

                  (1) evidence satisfactory to them of the loss, destruction or
         taking;

                  (2) an indemnity bond satisfactory to them; and

                  (3) payment of a sum sufficient to cover their expenses and
         any taxes for replacing the Security or coupon.

A replacement Security of the same series shall contain identical terms and
shall have coupons attached corresponding to those, if any, on the original
Security.

<PAGE>
                                      -13-


                  Every replacement Security or coupon is an additional
obligation of the Company.

SECTION 2.09.     Outstanding Securities.

                  The Securities outstanding at any time are all the Securities
authenticated by the Registrar except for those canceled by it, those delivered
to it for cancellation, and those described in this Section as not outstanding.

                  If a Security is replaced pursuant to Section 2.08, it ceases
to be outstanding unless the Trustee and the Company receive proof satisfactory
to them that the replaced Security is held by a bona fide purchaser.

                  If Securities are considered paid under Section 4.01, they
cease to be outstanding and interest on them ceases to accrue.

                  A Security does not cease to be outstanding because the
Company or an Affiliate holds the Security.

SECTION 2.10.     Discounted Securities.

                  In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, waiver or consent, the
principal amount of a Discounted Security shall be the amount of principal that
would be due as of the date of such determination if payment of the Security
were accelerated on that date.

SECTION 2.11.     Treasury Securities.

                  In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company or an Affiliate shall be disregarded, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Securities which the
Trustee knows are so owned shall be so disregarded.

SECTION 2.12.     Global Securities.

                  If the Bond Resolution so provides, the Company may issue some
or all of the Securities of a series in temporary or permanent global form. A
global Security may be in registered form, in bearer form with or without
coupons or in uncertificated form. A global Security shall represent that amount
of Securities of a series as specified in the global Security or as endorsed
thereon from time to time. At the Company's request, the Registrar shall endorse
a global Security to reflect the amount of any increase or decrease in the
Securities represented thereby.

<PAGE>
                                      -14-


                  The Company may issue a global Security only to a depository
designated by the Company. A depository may transfer a global Security only as a
whole to its nominee or to a successor depository.

                  The Bond Resolution may establish, among other things, the
manner of paying principal and interest on a global Security and whether and
upon what terms a beneficial owner of an interest in a global Security may
exchange such interest for definitive Securities.

                  The Company, an Affiliate, the Trustee and any Agent shall not
be responsible for any acts or omissions of a depository, for any depository
records of beneficial ownership interests or for any transactions between the
depository and beneficial owners.

SECTION 2.13.     Temporary Securities.

                  Until definitive Securities of a series are ready for
delivery, the Company may use temporary Securities. Temporary Securities shall
be substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities. Temporary
Securities may be in global form. Temporary Bearer Securities may have one or
more coupons or no coupons. Without unreasonable delay, the Company shall
deliver definitive Securities in exchange for temporary Securities.

SECTION 2.14.     Cancellation.

                  The Company at any time may deliver Securities to the
Registrar for cancellation. The Transfer Agent and the Paying Agent shall
forward to the Registrar any Securities and coupons surrendered to them for
payment, exchange or registration of transfer. The Registrar shall cancel all
Securities or coupons surrendered for payment, registration of transfer,
exchange or cancellation as follows: the Registrar will cancel all Registered
Securities and matured coupons. The Registrar also will cancel all Bearer
Securities and unmatured coupons unless the Company requests the Registrar to
hold the same for redelivery. Any Bearer Securities so held shall be considered
delivered for cancellation under Section 2.09. The Registrar shall destroy
canceled Securities and coupons unless the Company otherwise directs.

                  Unless the Bond Resolution otherwise provides, the Company may
not issue new Securities to replace Securities that the Company has paid or that
the Company has delivered to the Registrar for cancellation.

SECTION 2.15.     Defaulted Interest

                  If the Company defaults in a payment of interest on Registered
Securities, it need not pay the defaulted interest to Holders on the regular
record date. The Company may fix a special record date for determining Holders
entitled to receive defaulted interest or the Company may pay defaulted interest
in any other lawful manner.

<PAGE>
                                      -15-


                                 ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.     Notices to Trustee.

                  Securities of a series that are redeemable before maturity
shall be redeemable in accordance with their terms and, unless the Bond
Resolution otherwise provides, in accordance with this Article.

                  In the case of a redemption by the Company, the Company shall
notify the Trustee of the redemption date and the principal amount of Securities
to be redeemed. The Company shall notify the Trustee at least 45 days before the
redemption date unless a shorter notice is satisfactory to the Trustee.

                  If the Company is required to redeem Securities, it may reduce
the principal amount of Securities required to be redeemed to the extent it is
permitted a credit by the terms of the Securities and it notifies the Trustee of
the amount of the credit and the basis for it. If the reduction is based on a
credit for acquired or redeemed Securities that the Company has not previously
delivered to the Registrar for cancellation, the Company shall deliver the
Securities at the same time as the notice.

SECTION 3.02.     Selection of Securities to Be Redeemed.

                  If less than all the Securities of a series, with the same
issue date, interest rate, stated maturity and other terms, are to be redeemed,
the Trustee shall select the Securities to be redeemed by a method the Trustee
considers fair and appropriate. The Trustee shall make the selection from
Securities of the series outstanding and not previously called for redemption.
The Trustee may select for redemption portions of the principal of Securities
having denominations larger than the minimum denomination for the series.
Securities and portions thereof selected for redemption shall be in amounts
equal to the minimum denomination for the series or an integral multiple
thereof. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption.

SECTION 3.03.     Notice of Redemption.

                  The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Bond Resolution. In case of any redemption at the
election of the Company of (a) less than all of the Securities of any series or
(b) all of the Securities of any series, with the same issue date, interest
rate, stated maturity and other terms, the Company shall, at least 60 days prior
to the redemption date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such redemption date and of
the principal amount of Securities of such series to be redeemed.

<PAGE>
                                      -16-


                  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 to each
Holder of Registered Securities whose Securities are to be redeemed.

                  If Bearer Securities are to be redeemed, the Company shall
publish a notice of redemption in an Authorized Newspaper as provided in the
Securities.

                  A notice shall identify the Securities of the series to be
redeemed and shall state:

                  (1) the redemption date;

                  (2) the redemption price;

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

                  (4) that Securities called for redemption, together with all
         coupons, if any, maturing after the redemption date, must be
         surrendered to the Paying Agent to collect the redemption price;

                  (5) that interest on Securities called for redemption ceases
         to accrue on and after the redemption date; and

                  (6) whether the redemption by the Company is mandatory or
         optional.

                  A redemption notice given by publication need not identify
Registered Securities to be redeemed.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense.

SECTION 3.04.     Effect of Notice of Redemption.

                  Once notice of redemption is given, Securities called for
redemption become due and payable on the redemption date at the redemption price
stated in the notice. The Transfer Agent need not exchange or register the
transfer of any Security selected for redemption. The Transfer Agent need not
exchange or register the transfer of any Security for a period of 15 days before
a selection of Securities to be redeemed.

<PAGE>
                                      -17-


SECTION 3.05.     Payment of Redemption Price.

                  On or before the redemption date, the Company shall deposit
with the Paying Agent money sufficient to pay the redemption price of and
accrued interest on all Securities to be redeemed on that date.

                  When the Holder of a Security surrenders it for redemption in
accordance with the redemption notice, the Company shall pay to the Holder on
the redemption date the redemption price and accrued interest to such date,
except that:

                  (1) the Company will pay any such interest (except defaulted
         interest) to Holders on the record date of Registered Securities if the
         redemption date occurs on an interest payment date; and

                  (2) the Company will pay any such interest to Holders of
         coupons that mature on or before the redemption date upon surrender of
         such coupons to the Paying Agent.

                  Coupons maturing after the redemption date on a called
Security are void absent a payment default on that date. Nevertheless, if a
Holder surrenders for redemption a Bearer Security missing any such coupons, the
Company and the Trustee may deduct the face amount of such coupons from the
redemption price. If thereafter the Holder surrenders to the Paying Agent the
missing coupons, the Company will return the amount so deducted. The Company
also may waive surrender of the missing coupons if it receives an indemnity bond
satisfactory to the Company and the Trustee.

SECTION 3.06.     Securities Redeemed in Part.

                  Upon surrender of a Security that is redeemed in part, the
Company shall deliver to the Holder a new Security of the same series containing
identical terms and provisions equal in principal amount to the unredeemed
portion of the Security surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.     Payment of Securities.

                  (1) The Company shall duly and punctually pay the principal of
(and premium, if any) and interest on a series in accordance with the terms of
the Securities for the series, any related coupons, and this Indenture on the
dates and in the manner provided in the Securities and in this Indenture.

<PAGE>
                                      -18-


                  (2) Unless the Bond Resolution otherwise provides, the Company
shall pay interest on overdue principal of a series of the Securities at the
rate of interest or Yield to Maturity (in the case of a Discounted Security)
borne by such series of Securities or at such other rate as may be specified in
such Security; and it shall pay interest on overdue installments of interest at
the same rate to the extent lawful.

SECTION 4.02.     Payment of Taxes; Maintenance of Corporate Existence;
                       Maintenance of Properties.

                  The Company will:

                  (1) cause to be paid and discharged all lawful taxes,
         assessments and governmental charges or levies imposed upon the Company
         and its Subsidiaries or upon the income or profits of the Company and
         its Subsidiaries before or any part thereof belonging to the Company
         and its Subsidiaries before the same shall be in default, as well as
         all lawful claims for labor, materials and supplies which, if unpaid,
         might become a lien or charge upon such property or any part thereof;
         provided; however, that neither the Company nor any of its Subsidiaries
         shall not be required to cause to be paid or discharged any such tax,
         assessment, charge, levy or claim so long as the validity or amount
         thereof shall be contested in good faith by appropriate proceedings and
         the nonpayment thereof does not, in the judgment of the Company,
         materially adversely affect the ability of the Company and its
         Subsidiaries to pay all obligations under this Indenture when due;
         provided further that neither the Company nor any of its Subsidiaries
         shall not be required to cause to be paid or discharged any such tax,
         assessment, charge, levy or claim if, in the judgment of the Company,
         such payment shall not be advantageous to the Company or its
         Subsidiaries in the conduct of their business and if the failure so to
         pay or discharge does not, in its judgment, materially adversely affect
         the ability of the Company to pay all obligations under this Indenture
         when due;

                  (2) cause to be done all things necessary to preserve and keep
         in full force and effect the corporate existence of the Company and its
         Subsidiaries and to comply with all applicable laws; provided, however,
         that nothing in this subsection (2) shall prevent a consolidation or
         merger of the Company not prohibited by the provisions of Article 5 or
         any other provision or the Bond Resolution or supplemental indenture
         pertaining to a Series and that the Company need not maintain the
         corporate existence of any immaterial Subsidiary; and

<PAGE>
                                      -19-


                  (3) at all times keep, maintain and preserve all the property
         of the Company and its Subsidiaries in good repair, working order and
         condition (reasonable wear and tear excepted) and from time to time
         make all needful and proper repairs, renewals, replacements,
         betterments and improvements thereto, so that the business carried on
         in connection therewith may be properly and advantageously conducted at
         all times; provided, however, that nothing in this subsection (3) shall
         prevent either the Company or any of its Subsidiaries from
         discontinuing the operation and maintenance of any such properties if
         such discontinuance is, in the judgment of the Company, desirable in
         the conduct of its business and not disadvantageous in any material
         respect to the ability of the Company to pay all obligations under this
         Indenture when due.

SECTION 4.03.     SEC Reports.

                  The Company shall file with the Trustee within 30 days after
it is required to file them with the SEC copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) which the
Company is required to file with the SEC pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934. The Company also shall comply with the other
provisions of TIA ss. 314(a).

SECTION 4.04.     Annual Review Certificate.

                  The Company shall file with the Trustee within 120 days after
the end of each fiscal year of the Company an Officers' Certificate stating:

                  (1) that the signing officers have supervised a review of the
         activities of the Company and its Subsidiaries during the preceding
         fiscal year to determine whether the Company has observed and performed
         its obligations under this Indenture; and

                  (2) that to the best knowledge of each officer signing such
         certificate the Company has observed and performed all of its covenants
         in this Indenture and is not in default in the observance and
         performance of any of the terms, provisions and conditions of this
         Indenture (or if the Company is in such default, specifying those
         defaults and the nature thereof of which he has knowledge).

                  Such certificate need not comply with Section 11.05.

SECTION 4.05.     Maintenance of Office or Agency.

                  The Company shall maintain the office or agency required under
Section 2.03. The Company shall give prior written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office of 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.

<PAGE>
                                      -20-


SECTION 4.06.     Waiver of Stay, Extension or Usury Laws.

                  The Company (to the extent that it may lawfully do so) will
not any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law
that would prohibit or forgive the Company from paying all or any portion of the
principal of or interest on the Securities as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performances of this Indenture and (to the extent that may they
lawfully do so) the Company hereby expressly waive all benefit or advantage of
any such law, and covenant that they will suffer and permit the execution of
every such power as though no such law had been enacted.

SECTION 4.07.     Notice to Trustee of Certain Defaults.

                  The Company shall give the Trustee within 30 days written
notice of (a) any failure of the kind described in Section 6.01(3) which remains
uncured for 30 days after the Company has knowledge thereof, or (b) an event of
default described in Section 6.01(4).

SECTION 4.08.     Further Assurances to Trustee.

                  The Company will, upon request of the Trustee, execute and
deliver such further instruments and do such further acts as may reasonably be
necessary or proper to carry out more effectively the purposes of this
Indenture.

                                  ARTICLE FIVE

                                   SUCCESSORS

SECTION 5.01.     When Company May Merge, etc.

                  The Company shall not consolidate with or merge into, or
transfer all or substantially all of its assets to, any person unless:

                  (1) either (a) the Company is the Surviving Person or (b) the
         Surviving Person (if other than the Company) is organized under the
         laws of the United States of America or a State thereof or the District
         of Columbia;

                  (2) the Surviving Person assumes by supplemental indenture (a)
         all the obligations of the Company under and (b) the performance and
         observance if every covenant of this Indenture, the Securities and any
         other document entered into in connection therewith; and

<PAGE>
                                      -21-


                  (3) immediately after giving effect to the transaction, no
         Default or Event of Default exists under this Indenture.

                  The Company shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction
and such supplemental indenture comply with this Indenture.

                  The successor shall be substituted for the Company, and
thereafter all obligations of the Company under this Indenture, the Securities
and any other document entered into in connection therewith shall terminate.

                  To the extent that a Bond Resolution or supplemental indenture
pertaining to any Series provides for different provisions relating to the
subject matter of this Article 5, the provisions in such Resolution or
supplemental indenture shall govern for purposes of such Series.

                                  ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01.     Events of Default.

                  An "Event of Default" with respect to a series of the
Securities occurs if:

                  (1) the Company defaults in the payment of interest on a
         Security of such series when the same becomes due and payable and the
         default continues for a period of 30 days (whether or not such payment
         is prohibited by Article 10 hereof);

                  (2) the Company defaults in the payment of the principal of a
         Security of such series when the same becomes due and payable at
         maturity, upon redemption or otherwise, or in the making of any sinking
         fund payment, if any, required by the terms of such series (whether or
         not such payment is prohibited by Article 10 hereof);

                  (3) the Company fails to comply with any of its other
         covenants, conditions or agreements in the Securities of such series or
         this Indenture and the default continues for the period and after the
         notice specified below;

                  (4) the Company, pursuant to or within the meaning of any
         Bankruptcy Law:

                       (A) commences a voluntary case,

<PAGE>
                                      -22-


                       (B) consents to the entry of an order for relief against
         it in an involuntary case,

                       (C) consents to the appointment of a Custodian of it or
         for all or substantially all of its property, or

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

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

                       (A) is for relief against the Company in an involuntary
         case,

                       (B) appoints a Custodian of the Company for all or
         substantially all of its property, or

                       (C) orders the liquidation of the Company, and the order
         or decree remains unstayed and in effect for 90 days;

                  (6) a default under any bond, debenture, note or other
         evidence of indebtedness for money borrowed by the Company (including a
         default with respect to Securities of any series other than that
         series) or under any mortgage, indenture or instrument under which
         there may be issued or by which there may be secured or evidenced any
         indebtedness for money borrowed by the Company (including this
         Indenture), whether such indebtedness now exists or shall hereafter be
         created, which default shall involve an amount in excess of
         $10,000,000, and shall constitute a failure to pay such indebtedness
         when due and payable after the expiration of any applicable grace
         period with respect thereto and shall have resulted in such
         indebtedness becoming or being declared due and payable prior to the
         date on which it would otherwise have become due and payable, without
         such indebtedness having been discharged, or such acceleration having
         been rescinded or annulled within a period of 30 days after there shall
         have been given, by registered or certified mail, to the Company by the
         Trustee or to the Company and the Trustee by the Holders of at least
         25% in principal amount of the outstanding Securities of that series a
         written notice specifying such default and requiring the Company to
         cause such indebtedness to be discharged or cause such acceleration to
         be rescinded or annulled and stating that such notice is a "Notice of
         Default" hereunder;

                  (7) a final judgment or judgments in an amount of $10,000,000
         or more, individually or in the aggregate, for the payment of money
         having been entered by a court or courts of competent jurisdiction
         against the Company and such judgment or judgments is not satisfied,
         stayed, annulled or rescinded within 60 days of being entered; or


<PAGE>
                                      -23-


                  (8) any other Event of Default provided with respect to
         Securities of that series.

                  The term "Bankruptcy Law" means Title 11, U.S. Code or any
similar Federal or State law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

                  A default under clause (3) is not an Event of Default with
respect to a series of the Securities until the Trustee or the Holders of at
least 25% in principal amount of the outstanding Securities of such series
notify the Company of the default and the Company does not cure the default
within 60 days after receipt of the notice. The notice must specify the default,
demand that it be remedied and state that the notice is a "Notice of Default."

SECTION 6.02.     Acceleration.

                  If an Event of Default (other than an Event of Default
resulting from subclause (4) or (5) above), with respect to a series of the
Securities occurs and is continuing, the Trustee by notice to the Company, or
the Holders of at least 25% in principal amount of the outstanding Securities of
such series by notice to the Company and the Trustee, may declare the principal
and accrued interest on all the Securities of such series to be due and payable
immediately. Upon such declaration, such principal (or, if the Securities of a
series are Discounted Securities, such portion of the principal due and payable
immediately. If an Event of Default with respect to the Company specified in
subclause (4) or (5) above occurs, all amounts due and payable on the Securities
of such Series will ipso facto become and be immediately due and payable without
any declaration, notice or other act on the part of the Trustee and the Company
or any Holder. The Holders of a majority in principal amount of the outstanding
Securities of such series by notice to the Trustee may rescind or annul such
acceleration and its consequences if all existing Events of Default with respect
to such series have been cured or waived pursuant to Section 6.04 and if the
rescission would not conflict with any judgment or decree.

SECTION 6.03.     Other Remedies.

                  (1) If an Event of Default with respect to a series of the
Securities occurs and is continuing, the Trustee may pursue any available remedy
by proceeding at law or in equity to collect the payment of principal or
interest on the Securities of such series or to enforce the performance of any
provision of the Securities of such series or this Indenture, and may take any
necessary action required of it as Trustee to settle, compromise, adjust or
otherwise conclude any proceedings to which it is a party.

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


<PAGE>
                                      -24-


SECTION 6.04.     Waiver of Past Defaults.

                  Subject to Section 9.02, the Holders of a majority in
principal amount of the outstanding Securities of a series by notice to the
Trustee may waive an existing Default with respect to such series and its
consequences. When a Default is waived with respect to a series of the
Securities, it is cured and stops continuing with respect to such series.

SECTION 6.05.     Control by Majority.

                  The Holders of a majority in principal amount of the
outstanding Securities of a series may direct the time, method and place of
conducting any proceeding with respect to such series for any remedy available
to the Trustee or exercising any trust or power conferred on it. The Trustee,
however, may refuse to follow any direction that conflicts with law or this
Indenture, that is unduly prejudicial to the rights of another Holder of a
Security of such series, that would involve the Trustee in personal liability,
or if the Trustee does not have sufficient indemnification against any loss or
expense.

SECTION 6.06.     Limitations on Suits.

                  (1) A Holder of a Security of a series may not pursue any
         remedy with respect to this Indenture or the Securities of such series
         unless:

                       (A) the Holder gives to the Trustee written notice of a
         continuing Event of Default with respect to such series;

                       (B) the Holders of at least 25% in principal amount of
         the outstanding Securities of such series make a written request to the
         Trustee to pursue the remedy with respect to such series;

                       (C) such Holder or Holders offer to the Trustee indemnity
         satisfactory to the Trustee against any loss, liability or expense; and

                       (D) the Trustee does not comply with the request within
         60 days after receipt of the request and the offer of indemnity.

                  (2) a Securityholder may not use this Indenture to prejudice
         the rights of another Securityholder of the same series or to obtain a
         preference or priority over the other Securityholder of the same
         series.


<PAGE>
                                      -25-


SECTION 6.07.     Rights of Holders to Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of a Holder of a Security to receive payment of principal and interest on
such Security, on or after the respective due dates expressed in such Security,
or to bring suit for the enforcement of any such payment on or after such
respective dates, shall be absolute and unconditional and not be impaired or
affected without the consent of such Holder.

SECTION 6.08.     Collection Suit by Trustee.

                  If an Event of Default with respect to a series of the
Securities in payment of interest or principal or premium, if any, specified in
Section 6.01(1) and (2) occurs and is continuing, the Company will, upon demand
of the Trustee, pay to it, for the benefit of the Holders of such Securities,
the whole amount then due and payable on such Securities, and the Trustee may
obtain judgment in its own name and as trustee of an express trust and enforce
the same against the Company for the whole amount of principal and interest
remaining unpaid with respect to such series of the Securities.

SECTION 6.09.     Trustee May File Proofs of Claims.

                  The Trustee may, and is appointed the true and lawful
attorney-in-fact for the Holders of the Securities to, (a) file such proofs of
claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee and the Securityholders allowed in any judicial
proceedings relative to the Company, its creditors or its property, (b) collect
and receive any monies or property payable or deliverable on account of such
claims as trustee of a constructive trust or as holder of an equitable lien
against the Company or regarding its assets, and (c) distribute the same after
deduction of its charges and expenses to the extent that such charges and
expenses are not paid out of the estate in any such proceeding.

SECTION 6.10.     Priorities.

                  (1) If the Trustee collects any money pursuant to this Article
with respect to a series of the Securities, it shall pay out the money in the
following order:

                  First: to the Trustee for amounts due under Section 7.07;

                  Second: to Holders of the Securities of such series for
         amounts due and unpaid on the Securities of such series for principal
         (and premium, if any) and interest, ratably, without preference or
         priority of any kind according to the amounts due and payable on the
         Securities of such series for principal and interest, respectively; and

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

<PAGE>
                                      -26-


                  (2) The Trustee may fix a record date and payment date for any
payment to Holders of Securities of the relevant series.

SECTION 6.11.     Undertaking for Costs.

                  All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that in any
suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as Trustee, a
court in its discretion may require the filing by any party litigant 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, 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 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit
by a Holder or Holders of more than 10% in principal amount of the outstanding
Securities of a series.

SECTION 6.12.     Restoration of Rights and Remedies.

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

SECTION 6.13.     Rights and Remedies Cumulative.

                  No right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of Securities is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

SECTION 6.14.     Delay or Omission Not Waiver.

                  No delay or omission of the Trustee or of any Holder of any
Security to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders of Securities may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders of Securities as the case may be.

<PAGE>
                                      -27-


SECTION 6.15.     Waiver of Stay, Extension or Usury Laws.

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, 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, but will suffer and permit the execution of every
such power as though no such law had been enacted.

                                 ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.     Duties of Trustee.

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

                  (2) Except during the continuance of an Event of Default
actually known to the Trustee:

                  (A) The Trustee need perform only those duties as are
         specifically set forth herein and no others and no implied covenants or
         obligations shall be read into this Indenture against the Trustee.

                  (B) 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 and such other documents delivered to it pursuant to Section
         11.04 hereof furnished to the Trustee and conforming to the
         requirements of this Indenture. However, the Trustee shall examine the
         certificates and opinions to determine whether or not they conform to
         the requirements of this Indenture.

                  (3) 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:

                  (A) This paragraph does not limit the effect of paragraph (2)
         of this Section 7.01.

<PAGE>
                                      -28-


                  (B) The Trustee shall not be liable for any error of judgment
         made in good faith by a Trust Officer, unless it is proved that the
         Trustee was negligent in ascertaining the pertinent facts.

                  (C) 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.

                  (4) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or to take or omit to take any
action under this Indenture or take any action at the request or direction of
Holders if it shall have reasonable grounds for believing that repayment of such
funds is not assured to it or it does not receive an indemnity satisfactory to
it in its sole discretion against such risk, liability, loss, fee or expense
which might be incurred by it in compliance with such request or direction.

                  (5) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (1), (2), (3) and (4) of this Section
7.01.

                  (6) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

SECTION 7.02.     Rights of Trustee.

                  Subject to Section 7.01:

                  (1) The Trustee may rely on any document believed by it to be
         genuine and to have been signed or presented by the proper person. The
         Trustee need not investigate any fact or matter stated in the document.

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

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

                  (4) The Trustee shall not be liable for any action it takes or
         omits to take in good faith which it believes to be authorized or
         within its rights or powers.

                  (5) Any Agent shall have the same rights and be protected to
         the same extent as if it were Trustee.

<PAGE>
                                      -29-


SECTION 7.03.     Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities or coupons and may otherwise deal with the
Company or an Affiliate with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights.

SECTION 7.04.     Trustee's Disclaimer.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities or any coupons; it shall not be
accountable for the Company's use of the proceeds from the Securities; it shall
not be responsible for any statement in the Securities or any coupons; it shall
not be responsible for any over issue; it shall not be responsible for
determining whether the form and terms of any Securities or coupons were
established in conformity with this Indenture; and it shall not be responsible
for determining whether any Securities were issued in accordance with this
Indenture.

SECTION 7.05.     Notice of Defaults.

                  If a Default occurs and is continuing on a series and if it is
known to the Trustee, the Trustee shall mail a notice of the Default within 90
days after it occurs to Holders of Registered Securities of the series. Except
in the case of a Default in payment on a series, the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interest of Holders of the
series. The Trustee shall withhold notice of a Default described in Section
6.01(3) until at least 90 days after it occurs.

SECTION 7.06.     Reports by Trustee to Holders.

                  Any report required by TIA ss. 313(a) to be mailed to
Securityholders shall be mailed by the Trustee on or before June 30 of each
year. The Trustee also shall comply with TIA ss. 313(b), (c) and (d).

                  A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange on which any
Securities are listed. The Company shall notify the Trustee when any Securities
are listed on a stock exchange.

SECTION 7.07.     Compensation and Indemnity.

                  The Company shall pay to the Trustee from time to time
reasonable compensation for its services. The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred by it. Such expenses shall include the
reasonable compensation and expenses of the Trustee's agents and counsel.

<PAGE>
                                      -30-


                  The Company shall indemnify the Trustee against any loss or
liability incurred by it. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. The Company shall defend the claim and
the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its prior
written consent, which consent shall not be unreasonably withheld.

                  The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through negligence or bad
faith.

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

SECTION 7.08.     Replacement of Trustee.

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

                  The Trustee may resign by so notifying the Company. The
Holders of a majority in principal amount of the Securities may remove the
Trustee by so notifying the Trustee and may appoint a successor Trustee with the
Company's consent.

                  The Company may remove the Trustee if:

                  (1) the Trustee fails to comply with TIAss.310(a) orss.310(b)
         or with Section 7.10;

                  (2) the Trustee is adjudged a bankrupt or an insolvent;

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

                  (4) the Trustee becomes incapable of acting; or

                  (5) an event of the kind described in Section 6.01(4) or (5)
         occurs with respect to the Trustee.

<PAGE>
                                      -31-


                  The Company also may remove the Trustee with or without cause
if the Company so notifies the Trustee three months in advance and if no Default
occurs during the three-month period.

                  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 a
successor Trustee.

                  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 principal amount of the Securities may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

                  If the Trustee fails to comply with TIA ss. 310(a) or ss.
310(b) or with Section 7.10, any Securityholder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to 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 of Registered Securities. 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.

SECTION 7.09.     Successor Trustee by Merger, etc.

                  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

SECTION 7.10.     Eligibility; Disqualification.

                  This Indenture shall always have a Trustee which shall be
eligible to act as Trustee under TIA ss.ss. 310(a)(1) and 310(a)(2). The Trustee
shall have a combined capital and surplus of at least $100,000,000 as set forth
in its most recent published annual report of condition. If the Trustee has or
shall acquire any "conflicting interest" within the meaning of TIA ss. 310(b),
the Trustee and the Company shall comply with the provisions of TIA ss. 310(b).
If at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 7.10, the Trustee shall resign immediately in the
manner and with the effect hereinafter specified in this Article.

<PAGE>
                                      -32-


SECTION 7.11.     Preferential Collection of Claims Against Company.

                  The Trustee shall comply with TIA ss. 311(a), excluding any
creditor relationship listed in TIA ss. 311(b). A Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated therein.

                                 ARTICLE EIGHT

                             DISCHARGE OF INDENTURE

SECTION 8.01.     Defeasance.

                  Securities of a series may be defeased, subject to the
provisions of Article 10 hereof, in accordance with their terms and, unless the
Bond Resolution otherwise provides, in accordance with this Article.

                  The Company at any time may terminate as to a series all of
its obligations under this Indenture, the Securities of the series and any
related coupons ("legal defeasance option"). The Company at any time may
terminate as to a series its obligations under Section 4.03 provided that none
of its obligations in the Sections set forth in the immediately succeeding
sentence may be terminated ("covenant defeasance option"). However, in the case
of the legal defeasance option, the Company's obligations in Sections 2.03,
2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 shall survive until the Securities
of the series are no longer outstanding; thereafter the Company's obligations in
Section 7.07 shall survive.

                  The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option. If the
Company exercises its legal defeasance option, a series may not be accelerated
because of an Event of Default. If the Company exercises its covenant defeasance
option, a series may not be accelerated by reference to Section 4.03.

                  The Trustee upon request shall acknowledge in writing the
discharge of those obligations that the Company terminates.

SECTION 8.02.     Conditions to Defeasance.

                  The Company may exercise as to a series its legal defeasance
option or its covenant defeasance option if:

                  (1) the Company irrevocably deposits in trust with the Trustee
         or another trustee money or U.S. Government Obligations;

<PAGE>
                                      -33-


                  (2) the Company delivers to the Trustee a certificate from a
         nationally recognized firm of independent accountants expressing their
         opinion that the payments of principal and interest when due on the
         deposited U.S. Government Obligations without reinvestment plus any
         deposited money without investment will provide cash at such times and
         in such amounts as will be sufficient to pay principal and interest
         when due on all the Securities of the series to maturity or redemption,
         as the case may be;

                  (3) immediately after the deposit no Default exists;

                  (4) the deposit does not constitute a default under any other
         agreement binding on the Company;

                  (5) the deposit does not cause the Trustee to have a
         conflicting interest under TIAss. 310(a) orss. 310(b) as to another
         series;

                  (6) the Company delivers to the Trustee an Opinion of Counsel
         to the effect that Holders of the series will not recognize income,
         gain or loss for Federal income tax purposes as a result of the
         defeasance and, in the case of legal defeasance, such opinion must be
         based on a U.S. Internal Revenue Service ruling or a change in U.S.
         Federal income tax law;

                  (7) the Company delivers to the Trustee an Opinion of Counsel
         to the effect that the trust resulting from the deposit does not
         constitute, or is qualified as, a regulated investment company under
         the Investment Company Act of 1940; and

                  (8) 91 days pass after the deposit is made and during the
         91-day period no Default specified in Section 6.01(4) or (5) occurs
         that is continuing at the end of the period.

                  Before or after a deposit the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 3.

                  "U.S. Government Obligations" means direct obligations of the
United States which have the full faith and credit of the United States pledged
for payment and which are not callable at the issuer's option, or certificates
representing an ownership interest in such obligations.

SECTION 8.03.     Application of Trust Money.

                  The Trustee shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 8.02. It shall apply the
deposited money and the money from U.S. Government Obligations through the
Paying Agent and in accordance with this Indenture to the payment of principal
and interest on Securities of the defeased series.


<PAGE>
                                      -34-


SECTION 8.04.     Repayment to Company.

                  The Trustee and the Paying Agent shall promptly turn over to
the Company upon request any excess money or securities held by them at any
time.

                  The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal or interest that
remains unclaimed for two years. After payment to the Company, Securityholders
entitled to the money must look to the Company for payment as unsecured general
creditors unless an abandoned property law designates another person.

                                  ARTICLE NINE

                                   AMENDMENTS

SECTION 9.01.     Without Consent of Holders.

                  The Company and the Trustee may amend this Indenture, the
Securities or any coupons without the consent of any Securityholder:

                  (1) to cure any ambiguity, omission, defect or inconsistency;

                  (2) to comply with Article 5;

                  (3) to provide that specific provisions of this Indenture
         shall not apply to a series not previously issued;

                  (4) to create a series and establish its terms;

                  (5) to provide for a separate Trustee for one or more series;
         or

                  (6) to make any change that does not materially adversely
         affect the rights of any Securityholder.

SECTION 9.02.     With Consent of Holders.

                  Unless the Bond Resolution otherwise provides, the Company and
the Trustee may amend this Indenture, the Securities and any coupons with the
written consent of the Holders of a majority in principal amount of the
Securities of all series affected by the amendment voting as one class. However,
without the consent of each Securityholder affected, an amendment under this
Section 9.02 may not:


<PAGE>
                                      -35-


                  (1) reduce the amount of Securities whose Holders must consent
         to an amendment;

                  (2) reduce the interest on or change the time for payment of
         interest on any Security;

                  (3) change the fixed maturity of any Security;

                  (4) reduce the principal of any non-Discounted Security or
         reduce the amount of principal of any Discounted Security that would be
         due upon an acceleration thereof;

                  (5) change the currency in which principal or interest on a
         Security is payable;

                  (6) make any change in Section 6.04 or this Section 9.02,
         except to increase the amount of Securities whose Holders must consent
         to an amendment or waiver or to provide that other provisions of this
         Indenture cannot be amended or waived without the consent of each
         Securityholder affected thereby;

                  (7) impair the right of any Securityholder to sue for payment
         under this Indenture, the Securities or any coupon; or

                  (8) modify the ranking or priority of the Securities of any
         Series or amend or modify the definition of Senior Indebtedness or
         amend or modify Article 10 in any manner adverse to the holders of the
         Securities.

                  An amendment of a provision included solely for the benefit of
one or more series does not affect Securityholders of any other series.

                  Securityholders need not consent to the exact text of a
proposed amendment or waiver; it is sufficient if they consent to the substance
thereof.

SECTION 9.03.     Compliance with Trust Indenture Act.

                  Every amendment pursuant to Section 9.01 or 9.02 shall be set
forth in a supplemental indenture that complies with the TIA as then in effect.

                  If a provision of the TIA requires or permits a provision of
this Indenture and the TIA provision is amended, then the Indenture provision
shall be automatically amended to like effect.


<PAGE>
                                      -36-


SECTION 9.04.     Effect of Consents.

                  An amendment or waiver becomes effective in accordance with
its terms and thereafter binds every Securityholder entitled to consent to it.

                  A consent to an amendment or waiver by a Holder of a Security
is a continuing consent by the Holder and every subsequent Holder of a Security
that evidences the same debt as the consenting Holder's Security. Any Holder or
subsequent Holder may revoke the consent as to his Security if the Trustee
receives notice of the revocation before the amendment or waiver becomes
effective.

                  The Company may fix a record date for the determination of
Holders of Registered Securities entitled to give a consent. The record date
shall not be less than 10 nor more than 60 days prior to the first written
solicitation of Securityholders.

SECTION 9.05.     Notation on or Exchange of Securities.

                  The Company or the Trustee may place an appropriate notation
about an amendment or waiver on any Security thereafter authenticated. The
Company may issue in exchange for affected Securities new Securities that
reflect the amendment or waiver.

                                  ARTICLE TEN

                           SUBORDINATION OF SECURITIES

SECTION 10.01.    Securities Subordinated to Senior Indebtedness.

                  The Company covenants and agrees, and the Trustee and each
Holder of the Securities by his acceptance thereof likewise covenant and agree,
that all Securities shall be issued subject to the provisions of this Article
10; and each person holding any Security, whether upon original issue or upon
transfer, assignment or exchange thereof, accepts and agrees that all payments
of the principal of and interest on the Securities by the Company shall, to the
extent and in the manner set forth in this Article 10, be subordinated and
junior in right of payment to the prior payment in full in cash of all Senior
Indebtedness, whether outstanding on the date of this Indenture or thereafter
incurred.

SECTION 10.02.    No Payment on Securities in Certain Circumstances.

                  (a) No direct or indirect payment (excluding any payment or
distribution of Permitted Junior Securities) by or on behalf of the Company of
principal of or interest on or to purchase, redeem or defease the Securities
(except from those funds held in trust for the benefit of Holders of any
Securities) pursuant to the procedures set forth in Article 8 hereof, whether
pursuant to the terms of the Securities, upon acceleration or otherwise, shall
be made


<PAGE>
                                      -37-


if, at the time of such payment, there exists a default in the payment of all or
any portion of the obligations on any Senior Indebtedness, whether at maturity,
on account of mandatory redemption or prepayment or purchase, acceleration or
otherwise, that continues beyond any applicable period of grace, and such
default shall not have been cured or waived or the benefits of this sentence
waived by or on behalf of the holders of such Senior Indebtedness. In addition,
during the continuance of any non-payment event of default with respect to any
Designated Senior Indebtedness pursuant to which the maturity thereof may be
immediately accelerated, and upon receipt by the Trustee of written notice (a
"Payment Blockage Notice") from the holder or holders of such Designated Senior
Indebtedness or the trustee or agent acting on behalf of such Designated Senior
Indebtedness, then, unless and until such event of default has been cured or
waived or has ceased to exist or such Designated Senior Indebtedness has been
discharged or repaid in full in cash or the benefits of these provisions have
been waived by the holders of such Designated Senior Indebtedness, no direct or
indirect payment (excluding any payment or distribution of Permitted Junior
Securities) shall be made by or on behalf of the Company of principal of, or
interest on or to purchase, redeem or defease the Securities, except from those
funds held in trust for the benefit of Holders of any Securities pursuant to the
procedures set forth in Article 8 hereof, during a period (a "Payment Blockage
Period") commencing on the date of receipt of such notice by the Trustee and
ending 179 days thereafter, unless the maturity of such Designated Senior
Indebtedness is theretofore accelerated.

                  Notwithstanding anything in this subordination provision or in
the Securities to the contrary, (x) in no event shall a Payment Blockage Period
extend beyond 179 days from the date the Payment Blockage Notice in respect
thereof was given, (y) there shall be a period of at least 181 consecutive days
in each 360-day period when no Payment Blockage Period is in effect and (z) not
more than one Payment Blockage Period may be commenced with respect to the
Securities during any period of 360 consecutive days. However, if the Payment
Blockage Notice is not given on behalf of creditors under a Credit Facility, a
representative of such creditors may, subject to the limitations set forth in
clause (y) of the preceding sentence, give one additional notice during the
Payment Blockage Period. No non-payment event of default that existed or was
continuing on the date of commencement of any Payment Blockage Period with
respect to the Designated Senior Indebtedness initiating such Payment Blockage
Period may be, or be made, the basis for the commencement of any other Payment
Blockage Period by the holder or holders of such Designated Senior Indebtedness
or the trustee or agent acting on behalf of such Designated Senior Indebtedness,
whether or not within a period of 360 consecutive days, unless such event of
default has been cured or waived for a period of not less than 90 consecutive
days.

                  (b) In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee or any Holder when such payment is
prohibited by Section 10.02(a), such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders) or their respective representatives,
or to the trustee or trustees under any indenture pursuant to which any of such
Senior Indebtedness may have been issued, as their respective interests may
appear, but only to the extent that, upon notice from the Trustee to the holders
of Senior Indebtedness that such prohibited payment has been made, the holders
of the Senior Indebtedness (or their representative or representatives or a
trustee) notify the Trustee in writing of the amounts then due and owing on the
Senior Indebtedness, if any, and only the amounts specified in such notice to
the Trustee shall be paid to the holders of Senior Indebtedness.

<PAGE>
                                      -38-


SECTION 10.03.    Payment Over of Proceeds upon Dissolution, etc.

                  (a) Upon any payment or distribution of assets or securities
of the Company of any kind or character, whether in cash, property or securities
(excluding any payment or distribution of Permitted Junior Securities), upon any
dissolution or winding up or liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all Senior Indebtedness will first be paid in full in cash
before the Holders of the Securities or the Trustee on behalf of such Holders
will be entitled to receive any payment by the Company of the principal of or
interest on the Securities, or any payment by the Company to acquire any of the
Securities for cash, property or securities, or any distribution with respect to
the Securities of any cash, property or securities (excluding any payment or
distribution of Permitted Junior Securities). Before any payment may be made by,
or on behalf of, the Company of the principal of, or interest on the Securities
upon any such dissolution or winding up or liquidation or reorganization, any
payment or distribution of assets or securities of the Company of any kind or
character, whether in cash, property or securities (excluding any payment or
distribution of Permitted Junior Securities), to which the Holders of the
Securities or the Trustee on their behalf would be entitled, but for the
subordination provisions of this Indenture, will be made by the Company or by
any receiver, trustee in bankruptcy, liquidation trustee, agent or other person
making such payment or distribution, directly to the holders of the Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders) or their representatives or to the
trustee or trustees or agent or agents under any agreement or indenture pursuant
to which any of such Senior Indebtedness may have been issued, as their
respective interests may appear, to the extent necessary to pay all such Senior
Indebtedness in full in cash after giving effect to any prior or concurrent
payment, distribution or provision therefor to or for the holders of such Senior
Indebtedness.

                  (b) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, any payment or distribution of assets
or securities of the Company of any kind or character, whether in cash, property
or securities (excluding any payment or distribution of Permitted Junior
Securities), shall be received by the Trustee or any Holder of Securities at a
time when such payment or distribution is prohibited by Section 10.03(a) and
before all obligations in respect of Senior Indebtedness are paid in full in
cash, or payment provided for, such payment or distribution shall be received
and held in trust for the benefit of, and shall be paid over or delivered to,
the holders of Senior Indebtedness (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders) or their
respective representatives, or to the trustee or trustees or agent or agents
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, for application to the
payment of Senior Indebtedness remaining unpaid until all such Senior
Indebtedness has been paid in full in cash after giving effect to any prior or
concurrent payment, distribution or provision therefor to or for the holders of
such Senior Indebtedness.

<PAGE>
                                      -39-


                  The consolidation of the Company with, or the merger of the
Company with or into, another corporation or the liquidation or dissolution of
the Company following the conveyance or transfer of its property as an entirety,
or substantially as an entirety, to another corporation upon the terms and
conditions provided in Article 5 (or any replacement provisions as contemplated
by Article 5) shall not be deemed a dissolution, winding up, liquidation or
reorganization for the purposes of this Section 10.03 if such other corporation
shall, as a part of such consolidation, merger, conveyance or transfer, comply
with the conditions stated in Article 5 (or any replacement provisions as
contemplated by Article 5).

SECTION 10.04.    Subrogation.

                  Upon the payment in full of all Senior Indebtedness, or
provision for payment, the Holders of the Securities shall be subrogated to the
rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company made on such Senior
Indebtedness until the principal of and interest on the Securities shall be paid
in full in cash; and, for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness of any cash, property or
securities to which the Holders of the Securities or the Trustee on their behalf
would be entitled except for the provisions of this Article 10, and no payment
over pursuant to the provisions of this Article 10 to the holders of Senior
Indebtedness by Holders of the Securities or the Trustee on their behalf shall,
as between the Company, its creditors other than holders of Senior Indebtedness,
and the Holders of the Securities, be deemed to be a payment by the Company to
or on account of the Senior Indebtedness. It is understood that the provisions
of this Article 10 are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities, on the one hand, and the
holders of the Senior Indebtedness, on the other hand.

                  If any payment or distribution to which the Holders of the
Securities would otherwise have been entitled but for the provisions of this
Article 10 shall have been applied, pursuant to the provisions of this Article
10, to the payment of all amounts payable under Senior Indebtedness, then and in
such case, the Holders of the Securities shall be entitled to receive from the
holders of such Senior Indebtedness any payments or distributions received by
such holders of Senior Indebtedness in excess of the amount required to make
payment in full, or provision for payment, of such Senior Indebtedness.

<PAGE>
                                      -40-


SECTION 10.05.    Obligations of Company Unconditional.

                  Nothing contained in this Article 10 or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as among the
Company and the Holders of the Securities, the obligation of the Company, which
is absolute and unconditional, to pay to the Holders of the Securities the
principal of and interest on the Securities as and when the same shall become
due and payable in accordance with their terms, or is intended to or shall
affect the relative rights of the Holders of the Securities and creditors of the
Company other than the holders of the Senior Indebtedness, nor shall anything
herein or therein prevent the Holder of any Security or the Trustee on its
behalf from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
10 of the holders of the Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such remedy.

                  Without limiting the generality of the foregoing, nothing
contained in this Article 10 shall restrict the right of the Trustee or the
Holders of Securities to take any action to declare the Securities to be due and
payable prior to their stated maturity pursuant to Section 6.01 or to pursue any
rights or remedies hereunder; provided, however, that all Senior Indebtedness
then due and payable shall first be paid in full before the Holders of the
Securities or the Trustee is entitled to receive any direct or indirect payment
from the Company of principal of or interest on the Securities.

SECTION 10.06.    Notice to Trustee.

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Securities pursuant to the provisions of
this Article 10. The Trustee shall not be charged with knowledge of the
existence of any event of default with respect to any Senior Indebtedness or of
any other facts which would prohibit the making of any payment to or by the
Trustee unless and until the Trustee shall have received notice in writing at
its corporate trust office to that effect signed by an Officer of the Company,
or by a holder of Senior Indebtedness or trustee or agent therefor; and prior to
the receipt of any such written notice, the Trustee shall, subject to Article 7,
be entitled to assume that no such facts exist; provided that if the Trustee
shall not have received the notice provided for in this Section 10.06 at least
two Business Days prior to the date upon which by the terms of this Indenture
any moneys shall become payable for any purpose (including, without limitation,
the payment of the principal of or interest on any Security), then, regardless
of anything herein to the contrary, the Trustee shall have full power and
authority to receive any moneys from the Company and to apply the same to the
purpose for which they were received, and shall not be affected by any notice to
the contrary which may be received by it on or after such prior date. Nothing
contained in this Section 10.06 shall limit the right of the holders of Senior
Indebtedness to recover payments as contemplated by Section 10.03. The Trustee
shall be entitled to rely on the delivery to it of a written notice by a person
representing himself or itself to be a holder of any Senior Indebtedness (or a
trustee on behalf of, or other representative of, such holder) to establish that
such notice has been given by a holder of such Senior Indebtedness or a trustee
or representative on behalf of any such holder.

<PAGE>
                                      -41-


                  In the event that the Trustee determines in good faith that
any evidence is required with respect to the right of any person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article 10, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such person, the extent to which such person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such person under this Article 10, and if such evidence is not furnished, the
Trustee may defer any payment to such person pending judicial determination as
to the right of such person to receive such payment.

SECTION 10.07.    Reliance on Judicial Order or Certificate of Liquidating
                  Agent.

                  Upon any payment or distribution of assets or securities
referred to in this Article 10, the Trustee and the Holders of the Securities
shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which bankruptcy, dissolution, winding-up, liquidation
or reorganization proceedings are pending, or upon a certificate of the
receiver, trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution, delivered to the Trustee or to the Holders
of the Securities for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 10.

SECTION 10.08.    Trustee's Relation to Senior Indebtedness.

                  The Trustee and any Paying Agent shall be entitled to all the
rights set forth in this Article 10 with respect to any Senior Indebtedness
which may at any time be held by it in its individual or any other capacity to
the same extent as any other holder of Senior Indebtedness, and nothing in this
Indenture shall deprive the Trustee or any Paying Agent of any of its rights as
such holder.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article 10, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness (except
as provided in Section 10.03(b)). The Trustee shall not be liable to any such
holders if the Trustee shall in good faith mistakenly pay over or distribute to
Holders of Securities or to the Company or to any other person cash, property or
securities to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article 10 or otherwise.

<PAGE>
                                      -42-


SECTION 10.09.    Subordination Rights Not Impaired by Acts or Omissions of the
                  Company or Holders of Senior Indebtedness.

                  No right of any present or future holders of any Senior
Indebtedness to enforce subordination as provided herein shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms of this Indenture,
regardless of any knowledge thereof which any such holder may have or otherwise
be charged with. The provisions of this Article 10 are intended to be for the
benefit of, and shall be enforceable directly by, the holders of Senior
Indebtedness.

SECTION 10.10.    Securityholders Authorize Trustee to Effectuate Subordination
                  of Securities.

                  Each Holder of Securities by his acceptance of such Securities
authorizes and expressly directs the Trustee on his behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article 10, and appoints the Trustee his attorney-in-fact for such
purposes, including, in the event of any dissolution, winding-up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency, receivership,
reorganization or similar proceedings or upon an assignment for the benefit of
creditors or otherwise) tending towards liquidation of the business and assets
of the Company, the filing of a claim for the unpaid balance of its or his
Securities in the form required in those proceedings.

SECTION 10.11.    This Article Not to Prevent Events of Default.

                  The failure to make a payment on account of principal of or
interest on the Securities by reason of any provision of this Article 10 shall
not be construed as preventing the occurrence of an Event of Default specified
in clause (1) or (2) of Section 6.01.

SECTION 10.12.    Trustee's Compensation Not Prejudiced.

                  Nothing in this Article 10 shall apply to amounts due to the
Trustee pursuant to other sections in this Indenture.


<PAGE>
                                      -43-


SECTION 10.13.    No Waiver of Subordination Provisions.

                  Without in any way limiting the generality of Section 10.09,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article 10
or the obligations hereunder of the Holders of the Securities to the holders of
Senior Indebtedness, do any one or more of the following: (a) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Indebtedness or any instrument evidencing the same or any agreement under
which Senior Indebtedness is outstanding or secured; (b) sell, exchange, release
or otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Indebtedness; (c) release any person liable in any manner for the
collection of Senior Indebtedness; and (d) exercise or refrain from exercising
any rights against the Company and any other person.

SECTION 10.14.    Certain Payments May Be Paid Prior to Dissolution.

                  All money and United States government obligations properly
deposited in trust with the Trustee pursuant to and in accordance with Article
Eight shall be for the sole benefit of the Holders and shall not be subject to
this Article 10.

                  Nothing contained in this Article 10 or elsewhere in this
Indenture shall prevent (i) the Company, except under the conditions described
in Section 10.02, from making payments of principal of and interest on the
Securities, or from depositing with the Trustee any moneys for such payments or
from effecting a termination of the Company's and the Guarantors' obligations
under the Securities and this Indenture as provided in Article 8, or (ii) the
application by the Trustee of any moneys deposited with it for the purpose of
making such payments of principal of on and interest on the Securities to the
holders entitled thereto unless at least two Business Days prior to the date
upon which such payment becomes due and payable, the Trustee shall have received
the written notice provided for in Section 10.02(b) or in Section 10.06. The
Company shall give prompt written notice to the Trustee of any dissolution,
winding up, liquidation or reorganization of the Company.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

SECTION 11.01.    Trust Indenture Act.

                  The provisions of TIA ss.ss. 310 through 317 that impose
duties on any person (including the provisions automatically deemed included
herein unless expressly excluded by this Indenture) are a part of and govern
this Indenture, whether or not physically contained herein.


<PAGE>
                                      -44-


                  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

                  Any notice by one party to another is duly given if in writing
and delivered in person, sent by facsimile transmission confirmed by mail or
mailed by first-class mail to the other's address shown below:

                           Company:      General Cable Corporation
                                         4 Tesseneer Drive
                                         Highland Heights, Kentucky  41076
                                         Attention: General Counsel

                           Trustee:      __________________
                                         __________________
                                         __________________
                                         __________________

                                         Attention:  Corporate Trust Department

                  A party, by notice to the other parties, may designate
additional or different addresses for subsequent notices.

                  Any notice mailed to a Securityholder shall be mailed to his
address shown on the register kept by the Transfer Agent or on the Bearer
Securities List referred to in Section 2.06. Failure to mail a notice to a
Securityholder or any defect in a notice mailed to a Securityholder shall not
affect the sufficiency of the notice mailed to other Securityholders or the
sufficiency of any published notice.

                  If a notice is mailed in the manner provided above within the
time prescribed, it is duly given, whether or not the addressee receives it.

                  If the Company mails a notice to Securityholders, it shall
mail a copy to the Trustee and each Agent at the same time.

                  If in the Company's opinion it is impractical to mail a notice
required to be mailed or to publish a notice required to be published, the
Company may give such substitute notice as the Trustee approves. Failure to
publish a notice as required or any defect in it shall not affect the
sufficiency of any mailed notice.

                  All notices shall be in the English language, except that any
published notice may be in an official language of the country of publication.


<PAGE>
                                      -45-


                  A "notice" includes any communication required by this
Indenture.

SECTION 11.03.    Communications by Holders with Other Holders.

                  Securityholders may communicate pursuant to TIA ss. 312(b)
with other Securityholders with respect to their rights under this Indenture or
the Securities. The Company, the Trustee, the Registrar and any other person
shall have the protection of TIA ss. 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 if so requested
furnish to the Trustee:

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

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

SECTION 11.05.    Statements Required in Certificate or Opinion.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (1) a statement that the person making such certificate or
         opinion has read such covenant or condition;

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

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

                  (4) a statement as to whether or not, in the opinion of such
         person, such condition or covenant has been complied with.

<PAGE>
                                      -46-


SECTION 11.06.    Rules by Company and Agents.

                  The Company may make reasonable rules for action by or a
meeting of Securityholders. An Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 11.07.    Legal Holidays.

                  A "Legal Holiday" is a Saturday, a Sunday or a day on which
banking institutions are not required to be open. If a payment date is a Legal
Holiday at a place of payment, unless the Bond Resolution otherwise provides,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

SECTION 11.08.    No Recourse Against Others.

                  All liability described in the Securities of any director,
officer, employee or stockholder, as such, of the Company is waived and
released.

SECTION 11.09.    Duplicate Originals.

                  The parties may sign any number of copies of this Indenture.
One signed copy is enough to prove this Indenture.

SECTION 11.10.    Governing Law.

                  The laws of the State of New York shall govern this Indenture,
the Securities and any coupons, unless federal law governs without regard to
principles of conflicts of laws.



<PAGE>


                                   SIGNATURES



Dated:                         GENERAL CABLE CORPORATION


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




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

                                    as Trustee

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



<PAGE>


                                                                      EXHIBIT A


                          A Form of Registered Security

No.                                                                    $


                            GENERAL CABLE CORPORATION
                               [Title of Security]

General Cable Corporation
promises to pay to

or registered assigns
the principal sum of                    Dollars on          , 20__

Interest Payment Dates:
          Record Dates:

                                        Dated:

                                        GENERAL CABLE CORPORATION
Transfer Agent and Paying Agent

                                     (SEAL)

Authenticated:                          Name:
                                        Title:


Registrar, by

Authorized Signatory                    Name:
                                        Title:



                                      A-1
<PAGE>


                            GENERAL CABLE CORPORATION
                               [Title of Security]

1.       Interest.(1)

                  General Cable Corporation ("Company"), a Delaware corporation,
                  promises to pay interest on the principal amount of this
                  Security at the rate per annum shown above. The Company will
                  pay interest semiannually on          and         of each year
                  commencing           , 20__. Interest on the Securities will
                  accrue from the most recent date to which interest has been
                  paid or, if no interest has been paid, from            , 20__.
                  Interest will be computed on the basis of a 360-day year of
                  twelve 30-day months.

2.       Method of Payment.(2)

                  The Company will pay interest on the Securities to the persons
                  who are registered holders of Securities at the close of
                  business on the record date for the next interest payment
                  date, except as otherwise provided in the Indenture. Holders
                  must surrender Securities to a Paying Agent to collect
                  principal payments. The Company will pay principal and
                  interest in money of the United States that at the time of
                  payment is legal tender for payment of public and private
                  debts. The Company may pay principal and interest by check
                  payable in such money. It may mail an interest check to a
                  holder's registered address.

3.       Bond Agents.

                  Initially,             , will act as Paying Agent, Transfer
                  Agent and Registrar. The Company may change any Paying Agent,
                  Transfer Agent or Registrar without notice. The Company or any
                  Affiliate may act in any such capacity. Subject to certain
                  conditions, the Company may change the Trustee.

4.       Indenture.

                  The Company issued the securities of this series
                  ("Securities") under an Indenture dated as of , 20__
                  ("Indenture") between the Company and
                  ("Trustee"). The terms of the Securities include those stated
                  in the Indenture and in the Bond Resolution creating the
                  Securities and those made part of the Indenture by the Trust
                  Indenture Act of 1939 (15 U.S. Code ss.ss. 77aaa-77bbbb).
                  Securityholders are referred to the Indenture, the Bond
                  Resolution and the Act for a statement of such terms.


                                      A-2
<PAGE>

5.       Optional Redemption.(3)

                  On or after                20__, the Company may redeem all
                  the Securities at any time or some of them from time to time
                  at the following redemption prices (expressed in percentages
                  of principal amount), plus accrued interest to the redemption
                  date.

                  If redeemed during the 12-month period beginning,

                   Year        Percentage       Year      Percentage
                  20__
                  20__
                  20__
                  20__

                  and thereafter at 100%.

6.       Mandatory Redemption.(4)

                  The Company will redeem $                principal amount of
                  Securities on and on each thereafter through , 20__ at a
                  redemption price of 100% of principal amount, plus accrued
                  interest to the redemption date.(5) The Company may reduce the
                  principal amount of Securities to be redeemed pursuant to this
                  paragraph by subtracting 100% of the principal amount
                  (excluding premium) of any Securities (i) that the Company has
                  acquired or that the Company has redeemed other than pursuant
                  to this paragraph and (ii) that the Company has delivered to
                  the Registrar for cancellation. The Company may subtract the
                  same Security only once.

7.       Additional Optional Redemption.(6)

                  In addition to redemptions pursuant to the above paragraph(s),
                  the Company may redeem not more than $    principal amount of
                  Securities on                 and on each           thereafter
                  through            , 20__ at a redemption price of 100% of
                  principal amount, plus accrued interest to the redemption
                  date.

8.       Notice of Redemption.(7)

                  Notice of redemption will be mailed at least 30 days but not
                  more than 60 days before the redemption date to each holder of
                  Securities to be redeemed at his registered address.



                                      A-3
<PAGE>

9.       Denominations, Transfer, Exchange.

                  The Securities are in registered form without coupons in
                  denominations of $1,000(8) and whole multiples of $1,000. The
                  transfer of Securities may be registered and Securities may be
                  exchanged as provided in the Indenture. The Transfer Agent may
                  require a holder, among other things, to furnish appropriate
                  endorsements and transfer documents and to pay any taxes and
                  fees required by law or the Indenture. The Transfer Agent need
                  not exchange or register the transfer of any Security or
                  portion of a Security selected for redemption. Also, it need
                  not exchange or register the transfer of any Securities for a
                  period of 15 days before a selection of Securities to be
                  redeemed.

10.      Persons Deemed Owners.

                  The registered holder of a Security may be treated as its
                  owner for all purposes.

11.      Amendments and Waivers.

                  Subject to certain exceptions, the Indenture or the Securities
                  may be amended with the consent of the holders of a majority
                  in principal amount of the securities of all series affected
                  by the amendment.(9) Subject to certain exceptions, a default
                  on a series may be waived with the consent of the holders of a
                  majority in principal amount of the series.

                  Without the consent of any Securityholder, the Indenture or
                  the Securities may be amended, among other things, to cure any
                  ambiguity, omission, defect or inconsistency; to provide for
                  assumption of Company obligations to Securityholders; or to
                  make any change that does not materially adversely affect the
                  rights of any Securityholder.

12.      Restrictive Covenants.(10)

                  The Securities are unsecured general obligations of the
                  Company limited to $          principal amount.

13.      Successors.

                  When a successor assumes all the obligations of the Company
                  under the Securities and the Indenture, the Company will be
                  released from those obligations.



                                      A-4
<PAGE>

14.      Defeasance Prior to Redemption or Maturity.(11)

                  Subject to certain conditions, the Company at any time may
                  terminate some or all of its obligations under the Securities
                  and the Indenture if the Company deposits with the Trustee
                  money or U.S. Government Obligations for the payment of
                  principal and interest on the Securities to redemption or
                  maturity. U.S. Government Obligations are securities backed by
                  the full faith and credit of the United States of America or
                  certificates representing an ownership interest in such
                  Obligations.

15.      Defaults and Remedies.

                  An Event of Default with respect to this series of Securities
                  is: default for 30 days in payment of interest on the
                  Securities of this series; default in payment of principal on
                  them If the Security is subject to redemption insert ", upon
                  redemption or otherwise"; and, if the Security is entitled to
                  a sinking fund also add "or in the making of any sinking fund
                  payment"; failure by the Company for 60 days after notice to
                  it to comply with any of its other covenants, conditions or
                  agreements in the Indenture or the Securities of this series;
                  a default under any bond, debenture, note or other evidence of
                  indebtedness for money borrowed by the Company (including a
                  default with respect to Securities of any series other than
                  this series) or under any mortgage, indenture or instrument
                  under which there may be issued or by which there may be
                  secured or evidenced any indebtedness for money borrowed by
                  the Company (including the Indenture), whether such
                  indebtedness now exists or shall hereafter be created, which
                  default shall involve an amount in excess of $10,000,000 and
                  shall constitute a failure to pay such indebtedness when due
                  and payable after the expiration of any applicable grace
                  period with respect thereto and shall have resulted in such
                  indebtedness becoming or being declared due and payable prior
                  to the date on which it would otherwise have become due and
                  payable, without such indebtedness having been discharged, or
                  such acceleration having been rescinded or annulled within a
                  period of 30 days after notice as provided in the Indenture;
                  and certain events of bankruptcy or insolvency. [Add other
                  events of default if applicable]. If an Event of Default with
                  respect to this series of the Securities occurs and is
                  continuing, the Trustee or the Holders of at least 25% in
                  principal amount of the outstanding Securities of this series
                  may declare all the Securities of this series to be due and
                  payable immediately. [If the Security is a Discounted
                  Security, add "The amount due and payable shall be equal to"
                  [insert formula for determining the amount.] Upon payment (i)
                  of the amount of principal so declared due and payable and
                  (ii) of interest on any overdue principal and overdue interest
                  (in each case to the extent that the payment of such interest



                                      A-5
<PAGE>


                  shall be legally enforceable), all of the Company's
                  obligations in respect of the payment of the principal and
                  interest, if any, on the Discounted Securities of this series
                  shall be terminated.] Holders of Securities of this series may
                  not enforce the Indenture or the Securities of this series
                  except as provided in the Indenture. The Trustee may require
                  indemnity satisfactory to it before it enforces the Indenture
                  or the Securities of this series. Subject to certain
                  limitations, Holders of a majority in principal amount of the
                  outstanding Securities of this series may direct the Trustee
                  in its exercise of any trust or power with respect to this
                  series of the Securities. The Trustee may withhold from
                  Holders of Securities of this series notice of any continuing
                  default (except a default in payment of principal or interest)
                  if it determines in good faith that withholding notice is in
                  their interests. The Company is required to file periodic
                  reports with the Trustee as to the absence of default.

16.      Trustee Dealings with Company.

                  The Trustee, in its individual or any other capacity, may make
                  loans to, accept deposits from, and perform services for the
                  Company or its Affiliates, and may otherwise deal with those
                  persons, as if it were not Trustee.

17.      No Recourse Against Others.

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

18.      Authentication.

                  This Security shall not be valid until authenticated by a
                  manual signature of the Registrar.

19.      Abbreviations.

                  Customary abbreviations may be used in the name of a
                  Securityholder 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 Gifts to
                  Minors Act).


                                      A-6
<PAGE>


         The Company will furnish to any Securityholder upon written request and
without charge a copy of the Indenture and the Bond Resolution, which contains
the text of this Security in larger type. Requests may be made to: Secretary,
General Cable Corporation, 4 Tesseneer Drive, Highland Heights, Kentucky 41076.



                                      A-7
<PAGE>


                                                                      EXHIBIT B


                            A Form of Bearer Security

No.                                                                   $


                            GENERAL CABLE CORPORATION
                               [Title of Security]

General Cable Corporation
promises to pay to

or registered assigns
the principal sum of             Dollars on               ,

Interest Payment Dates:
          Record Dates:

                                                    Dated:      , 20__

                                                    GENERAL CABLE CORPORATION
Transfer Agent and Paying Agent

                                     (SEAL)

Authenticated:                                      Name:
                                                    Title:


Registrar, by

Authorized Signatory                                Name:
                                                    Title:



                                      B-1
<PAGE>


                            GENERAL CABLE CORPORATION
                               [Title of Security]

1.       Interest.(1)

                  General Cable Corporation ("Company"), a Delaware corporation,
                  promises to pay to bearer interest on the principal amount of
                  this Security at the rate per annum shown above. The Company
                  will pay interest semiannually on             and           of
                  each year commencing            , 20__ . Interest on the
                  Securities will accrue from the most recent date to which
                  interest has been paid or, if no interest has been paid, from
                                 , 20__. Interest will be computed on the basis
                  of a 360-day year of twelve 30-day months.

2.       Method of Payment.(2)

                  Holders must surrender Securities and any coupons to a Paying
                  Agent to collect principal and interest payments. The Company
                  will pay principal and interest in money of the United States
                  that at the time of payment is legal tender for payment of
                  public and private debts. The Company may pay principal and
                  interest by check payable in such money.

3.       Bond Agents.

                  Initially,               , will act as Transfer Agent, Paying
                  Agent and Registrar. The Company may change any Paying Agent,
                  Transfer Agent or Registrar without notice. The Company or any
                  Affiliate may act in any such capacity. Subject to certain
                  conditions, the Company may change the Trustee.

4.       Indenture.

                  The Company issued the securities of this series
                  ("Securities") under an Indenture dated as of          , 20__
                  ("Indenture") between the Company and            ("Trustee").
                  The terms of the Securities include those stated in the
                  Indenture and the Bond Resolution and those made part of the
                  Indenture by the Trust Indenture Act of 1939 (15 U.S. Code
                  ss.ss. 77aaa-77bbbb). Securityholders are referred to the
                  Indenture, the Bond Resolution and the Act for a statement of
                  such terms.

5.       Optional Redemption.(3)

                  On or after               , 20__, the Company may redeem all
                  the Securities at any time or some of them from time to time
                  at the following redemption prices (expressed in percentages
                  of principal amount), plus accrued interest to the redemption
                  date.


                                      B-2
<PAGE>

                  If redeemed during the 12-month period beginning,

                  Year           Percentage         Year       Percentage
                  20__
                  20__
                  20__
                  20__

                  and thereafter at 100%.

6.       Mandatory Redemption.(4)

                  The Company will redeem $         principal amount of
                  Securities on         and on each               thereafter
                  through              , 20__ at a redemption price of 100% of
                  principal amount, plus accrued interest to the redemption
                  date.(5) The Company may reduce the principal amount of
                  Securities to be redeemed pursuant to this paragraph by
                  subtracting 100% of the principal amount (excluding premium)
                  of any Securities (i) that the Company has acquired or that
                  the Company has redeemed other than pursuant to this paragraph
                  and (ii) that the Company has delivered to the Registrar for
                  cancellation. The Company may subtract the same Security only
                  once.

7.       Additional Optional Redemption.(6)

                  In addition to redemptions pursuant to the above paragraph(s),
                  the Company may redeem not more than $    principal amount of
                  Securities on      and on each      thereafter through      ,
                  20__ at a redemption price of 100% of principal amount, plus
                  accrued interest to the redemption date.

8.       Notice of Redemption.(7)

                  Notice of redemption will be published once in an Authorized
                  Newspaper in the City of New York and if the Securities are
                  listed on any stock exchange located outside the United States
                  and such stock exchange so requires, in any other required
                  city outside the United States at least 30 days but not more
                  than 60 days before the redemption date. Notice of redemption
                  also will be mailed to holders who have filed their names and
                  addresses with the Transfer Agent within the two preceding
                  years. A holder of Securities may miss important notices if he
                  fails to maintain his name and address with the Transfer
                  Agent.


                                      B-3
<PAGE>

9.       Denominations, Transfer, Exchange.

                  The Securities are in bearer form with coupons in
                  denominations of $1,000(8) and whole multiples of $1,000. The
                  Securities may be transferred by delivery and exchanged as
                  provided in the Indenture. Upon an exchange, the Transfer
                  Agent may require a holder, among other things, to furnish
                  appropriate documents and to pay any taxes and fees required
                  by law or the Indenture. The Transfer Agent need not exchange
                  any Security or portion of a Security selected for redemption.
                  Also, it need not exchange any Securities for a period of 15
                  days before a selection of Securities to be redeemed.

10.      Persons Deemed Owners.

                  The holder of a Security or coupon may be treated as its owner
                  for all purposes.

11.      Amendments and Waivers.

                  Subject to certain exceptions, the Indenture or the Securities
                  may be amended with the consent of the holders of a majority
                  in principal amount of the securities of all series affected
                  by the amendment.(9) Subject to certain exceptions, a default
                  on a series may be waived with the consent of the holders of a
                  majority in principal amount of the series.

                  Without the consent of any Securityholder, the Indenture or
                  the Securities may be amended, among other things, to cure any
                  ambiguity, omission, defect or inconsistency; to provide for
                  assumption of Company obligations to Securityholders; or to
                  make any change that does not materially adversely affect the
                  rights of any Securityholder.

12.      Restrictive Covenants.(10)

                  The Securities are unsecured general obligations of the
                  Company limited to $              principal amount.

13.      Successors.

                  When a successor assumes all the obligations of the Company
                  under the Securities, any coupons and the Indenture, the
                  Company will be released from those obligations.



                                      B-4
<PAGE>

14.      Defeasance Prior to Redemption or Maturity.(11)

                  Subject to certain conditions, the Company at any time may
                  terminate some or all of its obligations under the Securities,
                  any coupons and the Indenture if the Company deposits with the
                  Trustee money or U.S. Government Obligations for the payment
                  of principal and interest on the Securities to redemption or
                  maturity. U.S. Government Obligations are securities backed by
                  the full faith and credit of the United States of America or
                  certificates representing an ownership interest in such
                  Obligations.

15.      Defaults and Remedies.

                  An Event of Default with respect to this series of Securities
                  is: default for 30 days in payment of interest on the
                  Securities of this series; default in payment of principal on
                  them [If the Security is subject to redemption insert ", upon
                  redemption or otherwise"; and, if the Security is entitled to
                  a sinking fund also add "or in the making of any sinking fund
                  payment"]; failure by the Company for 60 days after notice to
                  it to comply with any of its other covenants, conditions or
                  agreements in the Indenture or the Securities of this series;
                  a default under any bond, debenture, note or other evidence of
                  indebtedness for money borrowed by the Company (including a
                  default with respect to Securities of any series other than
                  this series) or under any mortgage, indenture or instrument
                  under which there may be issued or by which there may be
                  secured or evidenced any indebtedness for money borrowed by
                  the Company (including the Indenture), whether such
                  indebtedness now exists or shall hereafter be created, which
                  default shall involve an amount in excess of $10,000,000 and
                  shall constitute a failure to pay such indebtedness when due
                  and payable after the expiration of any applicable grace
                  period with respect thereto and shall have resulted in such
                  indebtedness becoming or being declared due and payable prior
                  to the date on which it would otherwise have become due and
                  payable, without such indebtedness having been discharged, or
                  such acceleration having been rescinded or annulled within a
                  period of 30 days after notice as provided in the Indenture;
                  and certain events of bankruptcy or insolvency. [Add other
                  events of default if applicable]. If an Event of Default with
                  respect to this series of the Securities occurs and is
                  continuing, the Trustee or the Holders of at least 25% in
                  principal amount of the outstanding Securities of this series
                  may declare all the Securities of this series to be due and
                  payable immediately. [If the Security is a Discounted
                  Security, add "The amount due and payable shall be equal to"
                  [insert formula for determining the amount.] Upon payment (i)
                  of the amount of principal so declared due and payable and
                  (ii) of interest on any overdue principal and overdue interest
                  (in each case to the extent that the payment of such interest


                                      B-5
<PAGE>


                  shall be legally enforceable), all of the Company's
                  obligations in respect of the payment of the principal and
                  interest, if any, on the Discounted Securities of this series
                  shall be terminated.] Holders of Securities of this series may
                  not enforce the Indenture or the Securities of this series
                  except as provided in the Indenture. The Trustee may require
                  indemnity satisfactory to it before it enforces the Indenture
                  or the Securities of this series. Subject to certain
                  limitations, Holders of a majority in principal amount of the
                  outstanding Securities of this series may direct the Trustee
                  in its exercise of any trust or power with respect to this
                  series of the Securities. The Trustee may withhold from
                  Holders of Securities of this series notice of any continuing
                  default (except a default in payment of principal or interest)
                  if it determines in good faith that withholding notice is in
                  their interests. The Company is required to file periodic
                  reports with the Trustee as to the absence of default.

16.      Trustee Dealings with Company.

                  The Trustee, in its individual or any other capacity, may make
                  loans to, accept deposits from, and perform services for the
                  Company or its Affiliates, and may otherwise deal with those
                  persons, as if it were not Trustee.

17.      No Recourse Against Others.

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

18.      Authentication.

                  This Security shall not be valid until authenticated by a
                  manual signature of the Registrar.

19.      Abbreviations.

                  Customary abbreviations may be used in the name of a
                  Securityholder 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 Gifts to
                  Minors Act).


                                      B-6
<PAGE>

         The Company will furnish to any Securityholder upon written request and
without charge a copy of the Indenture and the Bond Resolution, which contains
the text of this Security in larger type. Requests may be made to: Secretary,
General Cable Corporation, 4 Tesseneer Drive, Highland Heights, Kentucky 41076.



                                      B-7
<PAGE>


                                [FACE OF COUPON]

                                                               ...............
                                                            [$]...............
                                                            Due...............


                            GENERAL CABLE CORPORATION
                               [Title of Security]

                  Unless the Security attached to this coupon has been called
for redemption, General Cable Corporation ("Company") will pay to bearer, upon
surrender, the amount shown hereon when due. This coupon may be surrendered for
payment to any Paying Agent listed on the back of this coupon unless the Company
has replaced such Agent. Payment may be made by check. This coupon represents
six months' interest.

                                        GENERAL CABLE CORPORATION


                                        By:
                                            -----------------------------------




                                      B-8
<PAGE>




                               [REVERSE OF COUPON]


                                                ,
                                 as PAYING AGENT



                                      B-9
<PAGE>



                            NOTES TO EXHIBITS A AND B

1.       If the Security is not to bear interest at a fixed rate per annum,
         insert a description of the manner in which the rate of interest is to
         be determined. If the Security is not to bear interest prior to
         maturity, so state.

2.       If the method or currency of payment is different, insert a statement
         thereof.

3.       If applicable.

4.       If applicable.

5.       If the Security is a Discounted Security, insert amount to be redeemed
         or method of calculating such amount.

6.       If applicable. Also insert, if applicable, provisions for repayment of
         Securities at the option of the Securityholder.

7.       If applicable.

8.       If applicable. Insert additional or different denominations.

9.       If different terms apply, insert a brief summary thereof.

10.      If applicable. If additional or different covenants apply, insert a
         brief summary thereof.

11.      If applicable. If different defeasance terms apply, insert a brief
         summary thereof.

Note:  U.S. tax law may require certain legends on Discounted and Bearer
Securities.



<PAGE>


                                                                      EXHIBIT C


                                 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 I.D. no.)


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

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

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

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

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

Date:                                 Your Signature:
     -------------------------------                 --------------------------

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




                                      C-1

<PAGE>

                                                                      EXHIBIT D

                                CONVERSION NOTICE

                    To convert this Security, check the box:


                                       |_|

                   To convert only part of this Security, state the
                   amount (must be in integral multiples of $1,000);

                   $____________________________________________

                   If you want the securities delivered upon conversion
                   made out in another person's name, fill in the form
                   below:

                   (Insert other person's Social Security or Tax I.D.
                   Number)

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

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

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

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

Date:                                 Your Signature:
     -------------------------------                  -------------------------

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

Signature(s) guaranteed by:   _________________________________________________
                              (All signatures must be guaranteed by a member of
                              a national securities exchange or of the National
                              Association of Securities Dealers, Inc. or by a
                              commercial bank or trust company located in the
                              United States)


                                      D-1