<PAGE>
                                                                     Exhibit 4.7


                                RPM, Inc., Issuer


                                       and


                          The Bank of New York, Trustee


                                    Indenture


                           Dated as of _________ 20__


                                 DEBT SECURITIES
<PAGE>
                                    RPM, INC.
                                 DEBT SECURITIES
                             CROSS REFERENCE SHEET(1)

              This Cross Reference Sheet shows the location in the
                  Indenture of the provisions inserted pursuant
                   to Sections 310 - 318(a), inclusive, of the
                    Trust Indenture Act of 1939, as amended.

<TABLE>
<CAPTION>
Trust Indenture Act                                                           Sections of Indenture
-------------------                                                           ---------------------
<S>                                                                           <C>
  Section 310(a)(1).........................................................       9.08
                  (a)(2)....................................................       9.08
                  (a)(3)....................................................       Inapplicable
                  (a)(4)....................................................       Inapplicable
                  (a)(5)....................................................       9.08
                  (b).......................................................       9.07 and 9.09
                  (c).......................................................       Inapplicable
  Section 311(a)............................................................       9.12
                  (b).......................................................       9.12
                  (c).......................................................       Inapplicable
  Section 312(a)............................................................       7.01 and 7.02
                  (b).......................................................       7.02
                  (c).......................................................       7.02
  Section 313(a)............................................................       7.03
                  (b).......................................................       7.03
                  (c).......................................................       7.03
                  (d).......................................................       7.03
  Section 314(a) ...........................................................       7.04
                  (a)(4)....................................................       1.01 and 6.07
                  (b).......................................................       Inapplicable
                  (c)(l)....................................................       13.05
                  (c)(2)....................................................       13.05
                  (c)(3)....................................................       Inapplicable
                  (d).......................................................       Inapplicable
                  (e).......................................................       13.05
                  (f).......................................................       Inapplicable
  Section 315 (a)...........................................................       9.01
                  (b).......................................................       8.08
                  (c).......................................................       9.01
                  (d).......................................................       9.01
                  (e).......................................................       8.07
  Section 316 (a)...........................................................       1.01
</TABLE>


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

(1)        The Cross Reference Sheet is not part of the Indenture.
<PAGE>
<TABLE>
<S>                                                                               <C>
                  (a)(l)(A).................................................       8.01 and 8.06
                  (a)(l)(B) ................................................       8.01
                  (a)(2)....................................................       Inapplicable
                  (b).......................................................       8.09
                  (c).......................................................       13.11
  Section 317(a)(1) ........................................................       8.02
                  (a)(2) ...................................................       8.02
                  (b) ......................................................       6.03
  Section 318(a) ...........................................................       13.08
</TABLE>

                                      (2)

<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                      <C>
ARTICLE I.      DEFINITIONS.............................................................................    8

   SECTION 1.01.     CERTAIN TERMS DEFINED..............................................................    8

ARTICLE II.    THE SECURITIES...........................................................................   17

   SECTION 2.01.     DESIGNATION AND AMOUNT OF SECURITIES...............................................   17
   SECTION 2.02.     FORM OF SECURITIES AND TRUSTEE'S CERTIFICATE OF AUTHENTICATION.....................   19
   SECTION 2.03.     DATE AND DENOMINATIONS.............................................................   19
   SECTION 2.04.     EXECUTION, AUTHENTICATION AND DELIVERY OF SECURITIES...............................   19
   SECTION 2.05.     REGISTRATION OF TRANSFER AND EXCHANGE..............................................   21
   SECTION 2.06.     TEMPORARY SECURITIES...............................................................   23
   SECTION 2.07.     MUTILATED, DESTROYED, LOST, AND STOLEN SECURITIES..................................   23
   SECTION 2.08.     CANCELLATION OF SURRENDERED SECURITIES.............................................   24
   SECTION 2.09.     PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.....................................   24
   SECTION 2.10.     PERSONS DEEMED OWNERS..............................................................   25
   SECTION 2.11.     COMPUTATION OF INTEREST............................................................   26
   SECTION 2.12.     CUSIP NUMBERS......................................................................   26

ARTICLE III.    REDEMPTION OF SECURITIES................................................................   26

   SECTION 3.01.     APPLICABILITY OF ARTICLE...........................................................   26
   SECTION 3.02.     ELECTION TO REDEEM; NOTICE TO TRUSTEE..............................................   26
   SECTION 3.03.     DEPOSIT OF REDEMPTION PRICE........................................................   27
   SECTION 3.04.     SECURITIES PAYABLE ON REDEMPTION DATE..............................................   27
   SECTION 3.05.     SECURITIES REDEEMED IN PART........................................................   28

ARTICLE IV.    SINKING FUNDS............................................................................   28

   SECTION 4.01.     APPLICABILITY OF ARTICLE...........................................................   28
   SECTION 4.02.     SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES..............................   28
   SECTION 4.03.     REDEMPTION OF SECURITIES FOR SINKING FUND..........................................   29

ARTICLE V.      DEFEASANCE AND COVENANT DEFEASANCE......................................................   29

   SECTION 5.01.     COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.......................   29
   SECTION 5.02.     DEFEASANCE AND DISCHARGE...........................................................   29
   SECTION 5.03.     COVENANT DEFEASANCE................................................................   30
   SECTION 5.04.     CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE....................................   30
   SECTION 5.05.     DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO
                        BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS................................   32
   SECTION 5.06.     REINSTATEMENT......................................................................   32

ARTICLE VI.     PARTICULAR COVENANTS OF THE COMPANY.....................................................   33

   SECTION 6.01.     PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST ON SECURITIES...........................   33
   SECTION 6.02.     MAINTENANCE OF OFFICE OR AGENCY....................................................   33
   SECTION 6.03.     MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST..................................   33
   SECTION 6.04.     PAYMENT OF TAXES AND OTHER CLAIMS..................................................   35
   SECTION 6.05.     MAINTENANCE OF PROPERTIES..........................................................   35
   SECTION 6.06.     EXISTENCE..........................................................................   35
   SECTION 6.07.     COMPLIANCE WITH LAWS...............................................................   35
   SECTION 6.08.     STATEMENT BY OFFICERS AS TO DEFAULT................................................   36
   SECTION 6.09.     WAIVER OF CERTAIN COVENANTS........................................................   36
   SECTION 6.10.     CALCULATION OF ORIGINAL ISSUE DISCOUNT.............................................   36

ARTICLE VII.    SECURITIES HOLDERS' LIST AND REPORTS BY THE COMPANY AND
                              THE TRUSTEE...............................................................   36

   SECTION 7.01.     COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS..........................   36
   SECTION 7.02.     PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS..............................   37
   SECTION 7.03.     REPORTS BY TRUSTEE.................................................................   37
</TABLE>

                                      (i)
<PAGE>
<TABLE>
<S>                                                                                                      <C>
   SECTION 7.04.     REPORTS BY COMPANY.................................................................   37

ARTICLE VIII.    DEFAULT................................................................................   38

   SECTION 8.01.     EVENT OF DEFAULT...................................................................   38
   SECTION 8.02.     COVENANT OF COMPANY TO PAY TO TRUSTEE WHOLE AMOUNT DUE ON
                     SECURITIES ON DEFAULT IN PAYMENT OF INTEREST OR
                     PRINCIPAL; SUITS FOR ENFORCEMENT BY TRUSTEE........................................   40
   SECTION 8.03.     APPLICATION OF MONEY COLLECTED BY TRUSTEE..........................................   42
   SECTION 8.04.     LIMITATION ON SUITS BY HOLDERS OF SECURITIES.......................................   42
   SECTION 8.05.     RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION IN
                     EXERCISE OF RIGHTS NOT A WAIVER OF EVENT OF DEFAULT................................   42
   SECTION 8.06.     RIGHTS OF HOLDERS OF MAJORITY IN PRINCIPAL AMOUNT OF
                     OUTSTANDING SECURITIES TO DIRECT TRUSTEE...........................................   43
   SECTION 8.07.     REQUIREMENT OF AN UNDERTAKING TO PAY COSTS IN CERTAIN
                     SUITS UNDER THE INDENTURE OR AGAINST THE TRUSTEE. .................................   43
   SECTION 8.08.     NOTICE OF DEFAULTS.................................................................   43
   SECTION 8.09.     UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                     PREMIUM, AND INTEREST..............................................................   44
   SECTION 8.10.     RESTORATION OF RIGHTS AND REMEDIES.................................................   44
   SECTION 8.11.     TRUSTEE MAY FILE PROOFS OF CLAIMS..................................................   44

ARTICLE IX.      CONCERNING THE TRUSTEE.................................................................   45

   SECTION 9.01.     CERTAIN DUTIES AND RESPONSIBILITIES................................................   45
   SECTION 9.02.     CERTAIN RIGHTS OF TRUSTEE..........................................................   46
   SECTION 9.03.     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.............................   47
   SECTION 9.04.     MAY HOLD SECURITIES................................................................   48
   SECTION 9.05.     MONEY HELD IN TRUST................................................................   48
   SECTION 9.06.     COMPENSATION AND REIMBURSEMENT.....................................................   48
   SECTION 9.07.     DISQUALIFICATION; CONFLICTING INTERESTS............................................   49
   SECTION 9.08.     CORPORATE TRUSTEE REQUIRED; ELIGIBILITY............................................   49
   SECTION 9.09.     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..................................   49
   SECTION 9.10.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.............................................   50
   SECTION 9.11.     MERGER, CONVERSION, CONSOLIDATION, OR SUCCESSION TO BUSINESS.......................   52
   SECTION 9.12.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY..................................   52
   SECTION 9.13.     APPOINTMENT OF AUTHENTICATING AGENT................................................   52
   SECTION 9.14.     TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY............................   54

ARTICLE X.       SUPPLEMENTAL INDENTURES AND CERTAIN ACTIONS............................................   54

   SECTION 10.01.    PURPOSES FOR WHICH SUPPLEMENTAL INDENTURES MAY BE
                     ENTERED INTO WITHOUT CONSENT OF HOLDERS............................................   54
   SECTION 10.02.    MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF
                     AT LEAST A MAJORITY IN PRINCIPAL AMOUNT OF OUTSTANDING
                     SECURITIES.........................................................................   55
   SECTION 10.03.    EXECUTION OF SUPPLEMENTAL INDENTURES...............................................   56
   SECTION 10.04.    EFFECT OF SUPPLEMENTAL INDENTURES..................................................   56
   SECTION 10.05.    CONFORMITY WITH TRUST INDENTURE ACT................................................   56
   SECTION 10.06.    REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.................................   56

ARTICLE XI.      CONSOLIDATION, MERGER, SALE, OR TRANSFER...............................................   57

   SECTION 11.01.    CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES
                     PERMITTED ONLY ON CERTAIN TERMS....................................................   57

ARTICLE XII.      SATISFACTION AND DISCHARGE OF INDENTURE...............................................   57

   SECTION 12.01.    SATISFACTION AND DISCHARGE OF INDENTURE............................................   57
   SECTION 12.02.    APPLICATION OF TRUST MONEY.........................................................   58

ARTICLE XIII.    SUBORDINATION..........................................................................   58
</TABLE>

                                      (ii)
<PAGE>
<TABLE>
<S>                                                                                                      <C>
ARTICLE XIV.     MISCELLANEOUS PROVISIONS...............................................................   60

   SECTION 14.01.    SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY INDENTURE...............................   60
   SECTION 14.02.    SERVICE OF REQUIRED NOTICE TO TRUSTEE AND COMPANY..................................   60
   SECTION 14.03.    SERVICE OF REQUIRED NOTICE TO HOLDERS; WAIVER......................................   61
   SECTION 14.04.    INDENTURE AND SECURITIES TO BE CONSTRUED IN ACCORDANCE
                     WITH THE LAWS OF THE STATE OF NEW YORK.............................................   61
   SECTION 14.05.    COMPLIANCE CERTIFICATES AND OPINIONS...............................................   61
   SECTION 14.06.    FORM OF DOCUMENTS DELIVERED TO TRUSTEE.............................................   62
   SECTION 14.07.    PAYMENTS DUE ON NON-BUSINESS DAYS..................................................   62
   SECTION 14.08.    PROVISIONS REQUIRED BY TRUST INDENTURE ACT TO CONTROL..............................   62
   SECTION 14.09.    INVALIDITY OF PARTICULAR PROVISIONS................................................   62
   SECTION 14.10.    INDENTURE MAY BE EXECUTED IN COUNTERPARTS..........................................   63
   SECTION 14.11.    ACTS OF HOLDERS; RECORD DATES......................................................   63
   SECTION 14.12.    EFFECT OF HEADINGS AND TABLE OF CONTENTS...........................................   65
   SECTION 14.13.    BENEFITS OF INDENTURE..............................................................   65
</TABLE>

                                     (iii)
<PAGE>
         Indenture, dated as of _____________, 20__ between RPM, Inc., a
corporation duly organized and existing under the laws of the state of Ohio (the
"Company"), and The Bank of New York, a New York banking corporation, (herein
called the "Trustee").

                                    RECITALS

                  A. The Company has duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes, and other evidences of indebtedness (the "Securities"), to be
issued in one or more series as in this Indenture provided.

                  B. The Securities of each series will be in substantially the
form set forth below, or in such other form as may be established by or pursuant
to a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions, and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers, or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities.

                           [Form of Face of Security]
                   [Insert any legend required by the Internal
                 Revenue Code and the regulations thereunder.]


                                                               CUSIP No. _______

No. R -                                                            $___________

         _________________, a corporation duly organized and existing under the
laws of the [state] of __________ (hereinafter called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _____________________, or registered
assigns, the principal sum of $_________ on ______________ [if the Security is
to bear interest prior to Maturity, insert: ", and to pay interest thereon from
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, on ______________ and ______________ in each year, commencing
on ____________, at the rate of ___% per annum, until the principal hereof is
paid or made available for payment [if applicable, insert: ", and at the rate of
___% per annum on any overdue principal and premium and on any overdue
installment of interest"]. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which will be the ___________ or ______________ (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on
<PAGE>
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof will be given to Holders of Securities
of this series not less than 10 calendar days prior to such Special Record Date,
or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture"].

         [If the Security is not to bear interest prior to Maturity, insert:
"The principal of this Security will not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption, or at Stated
Maturity, and in such case the overdue principal of this Security will bear
interest at the rate of _% per annum which will accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal will be payable on demand. Any
such interest on any overdue principal that is not so paid on demand will bear
interest at the rate of _% per annum which will accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest will also be payable on demand."]

         Payment of the principal of (and premium, if any) and [if applicable,
insert: any such interest on this Security will be made at the office or agency
of the Company maintained for the purpose in ___________________, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts [if applicable, insert: ";
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address appears in the Security Register"].

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE
REVERSE HEREOF. SUCH PROVISIONS WILL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
THOUGH FULLY SET FORTH IN THIS PLACE.

         This Security will not be valid or become obligatory for any purpose
until the certificate of authentication herein has been signed manually by the
Trustee under the Indenture referred to on the reverse side hereof.

         IN WITNESS WHEREOF, THIS INSTRUMENT HAS BEEN DULY EXECUTED IN
ACCORDANCE WITH THE INDENTURE.

                                                   _________________________

                                                   By:______________________

Attest:

By:____________________



                                      -2-
<PAGE>
                          [Form of Reverse of Security]


         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities") and is to be issued in one or more
series under an Indenture, dated as of           , 20   (herein called the
"Indenture "), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee ", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties, and immunities thereunder of the Company, the Trustee, and the Holders
of the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof if applicable, insert: ", limited in aggregate principal amount
to $   "].

         [If applicable, insert: "The Securities of this series are subject to
redemption upon not less than 30 calendar days' notice by mail, [if applicable,
insert: "(a) on            in each year commencing with the       year and
ending with the year      through operation of the sinking fund for this series
at a Redemption Price equal to 100% of the principal amount, and (b)"] at any
time [if applicable, insert: "on or after      ,    "], as a whole or in part,
at the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [If applicable, insert: "on or
before                 ,    %, and if redeemed during the 12-month period
beginning                   of the years indicated,

<TABLE>
<CAPTION>
                 Redemption                        Redemption
Year               Price           Year                Price
----             -----------       ----           --------------
<S>              <C>               <C>            <C>
</TABLE>


and thereafter at a Redemption Price equal to  % of the principal amount,
together in the case of any such redemption [if applicable, insert: "(whether
through operation of the sinking fund or otherwise)"] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture."].

                  [If applicable, insert: "The Securities of this series are
subject to redemption upon not less than 30 calendar days' notice by mail, [if
applicable, insert: "(a) on             in each year commencing with the year
     and ending with the year      through operation of the sinking fund for
this series at the following Redemption Prices (expressed as percentages of the
principal amount) applicable to redemption

                                      -3-

<PAGE>
through operation of the sinking fund and (b)"] at any time [if applicable,
insert: "on or after           ,    "] as a whole or in part, at the election of
the Company, at the following Redemption Prices (expressed as percentages of the
principal amount) applicable to redemption otherwise than through operation of
the sinking fund: If redeemed [If applicable, insert: "on or before , %, and if
redeemed"] during the 12-month period beginning of the years indicated,

<TABLE>
<CAPTION>
                               Redemption Price For                    Redemption Price For
                               Redemption Through                      Redemption Otherwise
                               Operation of the                        Than Through Operation
Year                           Sinking Fund                            of the Sinking Fund
----                           --------------------------              -----------------------------
<S>                            <C>                                     <C>

</TABLE>


and thereafter at a Redemption Price equal to _% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the
Indenture."].

                  [If applicable, insert: Notwithstanding the foregoing, the
Company may not, prior to ____________, redeem any Securities of this series as
contemplated by [if applicable, insert: "Clause (b) of"] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than _% per annum."]

                  [If applicable, insert: "The sinking fund for this series
provides for the redemption on ____________ in each year beginning with the year
____ and ending with the year ____ of [if applicable, insert: "not less than
$________ ("mandatory sinking fund") and not more than "] $________ aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through [if applicable,
insert: "mandatory"] sinking fund payments may be credited against subsequent
[if applicable, insert: "mandatory"] sinking fund payments otherwise required to
be made [if applicable, insert: "in the inverse order in which they become
due"]."].

                  [If the Security is subject to redemption of any kind, insert:
"In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof."]

                  [If applicable, insert: "The Indenture contains provisions for
defeasance at any time of (a) the entire indebtedness evidenced by this Security
or (b) certain restrictive

                                      -4-

<PAGE>
covenants and Events of Default with respect to this Security, in each case upon
compliance with certain conditions set forth in the Indenture. "]

         [If the Security is not an Original Issue Discount Security, insert:
"If an Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture."]

         [If the Security is an Original Issue Discount Security, insert: "If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount will be equal to [insert formula for determining the
amount] . Upon payment (a) of the amount of principal so declared due and
payable and (b) of interest on any overdue principal and overdue interest, all
of the Company's obligations in respect of the payment of the principal of and
interest, if any, on the Securities of this series will terminate."]

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security will be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security will not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee indemnity satisfactory to it, and the
Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request and shall have failed to institute such
proceeding for 60 calendar days after receipt of such notice, request, and offer
of indemnity. The foregoing will apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.


                                      -5-
<PAGE>
         No reference herein to the Indenture and no provision of this Security
or of the Indenture will alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place, and rate, and in the coin or currency,
herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and integral multiples thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee, and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security shall be overdue, and neither the
Company, the Trustee, nor any such agent will be affected by notice to the
contrary.

         All terms used in this Security that are defined in the Indenture will
have the respective meanings assigned to them in the Indenture.

         This Security shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to conflicts of laws
principles thereof.

         C. The Trustee's certificate of authentication will be in substantially
the following form:

                        [Form of Trustee's Certificate Of
                         Authentication for Securities]

                     Trustee's Certificate of Authentication


                                      -6-
<PAGE>
         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                               The Bank of New York,
                                               as Trustee


Dated:_____________                            By:_______________________
                                                 Authorized Signatory

         D. Every Global Security authenticated and delivered hereunder will
bear a legend in substantially the following form:

                     [Form of Legend for Global Securities]

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
DEPOSITARY OR A NOMINEE THEREOF, AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE
FOR, OR IN LIEU OF, THIS SECURITY WILL BE A GLOBAL SECURITY SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

         E. All acts and things necessary to make the Securities, when the
Securities have been executed by the Company and authenticated by the Trustee
and delivered as provided in this Indenture, the valid, binding, and legal
obligations of the Company and to constitute these presents a valid indenture
and agreement according to its terms, have been done and performed, and the
execution and delivery by the Company of this Indenture and the issue hereunder
of the Securities have in all respects been duly authorized; and the Company, in
the exercise of legal right and power in it vested, is executing and delivering
this Indenture and proposes to make, execute, issue, and deliver the Securities.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         In order to declare the terms and conditions upon which the Securities
are authenticated, issued, and delivered, and in consideration of the premises
and of the purchase and acceptance of the Securities by the Holders thereof, it
is mutually agreed, for the equal and proportionate benefit of the respective
Holders from time to time of the Securities or of a series thereof, as follows:


                                      -7-
<PAGE>
                                   Article I.

                                   DEFINITIONS

         Section 1.01. Certain Terms Defined.


                  (a) The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context of this Indenture otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto have the respective meanings specified in this Section 1.01. All other
terms used in this Indenture that are defined in the Trust Indenture Act, either
directly or by reference therein (except as herein otherwise expressly provided
or unless the context of this Indenture otherwise requires), have the respective
meanings assigned to such terms in the Trust Indenture Act as in force at the
date of this Indenture as originally executed.

Act:

                  The term "Act", when used with respect to any Holder, has the
meaning set forth in Section 14.11.

Affiliate:

                  The term "Affiliate" means, with respect to a particular
Person, any Person that, directly or indirectly, is in control of, is controlled
by, or is under common control with, such Person. For purposes of this
definition, control of a Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative of the foregoing.

Authenticating Agent:

                  The term "Authenticating Agent" means any Person authorized by
the Trustee pursuant to Section 9.13 to act on behalf of the Trustee to
authenticate Securities of one or more series.

Board of Directors:

                  The term "Board of Directors" means the Board of Directors of
the Company or a duly authorized committee of such Board.

Board Resolution:

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


                                      -8-
<PAGE>
Business Day:

                  The term "Business Day", when used with respect to any Place
of Payment, means each Monday, Tuesday, Wednesday, Thursday, and Friday which is
not a day on which banking institutions in that Place of Payment are authorized
or required by law or executive order to close.

Capital Lease:

                  The term "Capital Lease" means, with respect to any Person,
any lease of property (whether real, personal, or mixed) by such Person or its
Subsidiaries as lessee that would be capitalized on a balance sheet of such
Person or its Subsidiaries prepared in conformity with GAAP, other than, in the
case of such Person or its Subsidiaries, any such lease under which such Person
or any of its Subsidiaries is the lessor.

Capital Lease Obligations:

                  The term "Capital Lease Obligations" means, with respect to
any Person, the capitalized amount of all obligations of such Person and its
Subsidiaries under Capital Leases, as determined on a consolidated basis in
conformity with GAAP.

Commission:

                  The term "Commission" means the Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act or,
if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

Common Shares:

                  The term "Common Shares" means the common shares of the
Company.

Company:

                  The term "Company" means RPM, Inc., an Ohio corporation, until
a successor Person shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter "Company" will mean such successor Person.

Company Request or Company Order:

                  The term "Company Request" or "Company Order" means a written
request or order signed in the name of the Company by the Chairman of the Board
of Directors, the Vice Chairman of the Board of Directors, the President, a Vice
President, the Treasurer, an Assistant Treasurer, the Secretary, or an Assistant
Secretary of the Company, and delivered to the Trustee.



                                      -9-
<PAGE>
Consolidated Shareholders' Equity:

                  "Consolidated Shareholders' Equity" means the consolidated
shareholders' equity of such Person, determined on a consolidated basis in
accordance with GAAP.

Corporate Trust Office:

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

Covenant Defeasance:

                  The term "Covenant Defeasance" has the meaning set forth in
Section 5.03.

Default:

                  The term "Default" means any event which, with notice or
passage of time or both, would constitute an Event of Default.

Defaulted Interest:

                  The term "Defaulted Interest" has the meaning set forth in
Section 2.09.

Defeasance:

                  The term "Defeasance" has the meaning set forth in Section
5.02.

Defeasible Series:

                  The term "Defeasible Series" has the meaning set forth in
Section 5.01.

Depositary:

                  The term "Depositary" means, with respect to Securities of any
series issuable in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Exchange Act that is
designated to act as Depositary for such Securities as contemplated by Section
2.01.

Event of Default:

                  The term "Event of Default" has the meaning set forth in
Section 8.01(a).


                                      -10-
<PAGE>
Exchange Act:

                  The term "Exchange Act" means the Securities Exchange Act of
1934, as amended, or any similar Federal statute, and the rules and regulations
of the Commission thereunder, as the same may be in effect from time to time.

GAAP:

                  The term "GAAP" means generally accepted accounting principles
in the United States of America as in effect from time to time set forth in the
opinions and pronouncements of the Accounting Principles Board and The American
Institute of Certified Public Accountants and the statements and pronouncements
of the Financial Accounting Standards Board, or in such other statements by any
successor entity as may be in general use by significant segments of the
accounting profession, which are applicable to the circumstances as of the date
of determination.

Global Security:

                  The term "Global Security" means a Security that evidences all
or part of the Securities of any series and is authenticated and delivered to,
and registered in the name of, the Depositary for such Securities or a nominee
thereof.

Holder:

                  The term "Holder" means a person in whose name a particular
Security is registered in the Security Register.

Indebtedness:

                  The term "Indebtedness" means, as applied to any Person,
without duplication: (a) all obligations of such Person for borrowed money; (b)
all obligations of such Person for the deferred purchase price of property or
services (other than property and services purchased, and expense accruals and
deferred compensation items arising, in the ordinary course of business); (c)
all obligations of such Person evidenced by notes, bonds, debentures,
mandatorily redeemable preferred stock, or other similar instruments (other than
performance, surety, and appeals bonds arising in the ordinary course of
business); (d) all payment obligations created or arising under any conditional
sale, deferred price, or other title retention agreement with respect to
property acquired by such Person (unless the rights and remedies of the seller
or lender under such agreement in the event of default are limited to
repossession or sale of such property); (e) any Capital Lease Obligation of such
Person; (f) all reimbursement, payment, or similar obligations, contingent or
otherwise, of such Person under acceptance, letter of credit, or similar
facilities (other than letters of credit in support of trade obligations or
incurred in connection with public liability insurance, workers compensation,
unemployment insurance, old-age pensions, and other social security benefits
other than in respect of employee benefit plans subject to ERISA); (g) all
obligations of such Person, contingent or otherwise, under any guarantee by such
Person of the obligations of another Person of the type referred to in clauses
(a) through (f) above; and (h) all obligations referred to in

                                      -11-
<PAGE>
clauses (a) through (f) above secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any mortgage or security interest in property (including without limitation
accounts, contract rights, and general intangibles) owned by such Person and as
to which such Person has not assumed or become liable for the payment of such
obligations other than to the extent of the property subject to such mortgage or
security interest; provided, however, that Indebtedness of the type referred to
in clauses (g) and (h) above shall be included within the definition of
"Indebtedness" only to the extent of the least of: (i) the amount of the
underlying Indebtedness referred to in the applicable clause (a) through (f)
above; (ii) in the case of clause (g), the limit on recoveries, if any, from
such Person under obligations of the type referred to in clause (g) above; and
(iii) in the case of clause (h), the aggregate value (as determined in good
faith by the Board of Directors) of the security for such Indebtedness.

Indenture:

                  The term "Indenture" means this Indenture, as this Indenture
may be amended, supplemented, or otherwise modified from time to time,
including, for all purposes of this Indenture and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" will also include the terms of particular
series of Securities established as contemplated by Section 2.01.

Interest:

                  The term "interest" (i) when used with respect to an Original
Issue Discount Security which by its terms bears interest only after Maturity,
means interest which accrues from and after and is payable after Maturity and
(ii) when used with respect to any Security, means the amount of all interest
accruing on such Security, including any default interest and any interest
accruing after any Event of Default that would have accrued but for the
occurrence of such Event of Default, whether or not a claim for such interest
would be otherwise allowable under applicable law.

Interest Payment Date:

                  The term "Interest Payment Date" when used with respect to any
Security means the Stated Maturity of an installment of interest on such
Security.

Material Adverse Effect:

                  The term "Material Adverse Effect" means a material adverse
effect on the business, assets, financial condition or results of operations of
the Company (taken together with its Subsidiaries as a whole). The Trustee shall
be entitled to conclusively rely upon an Opinion of Counsel as to the existence
of a Material Adverse Effect.

Maturity:

                  The term "Maturity" when used with respect to any Security
means the date on which the principal of that Security or an installment of
principal becomes due

                                      -12-
<PAGE>
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption, or otherwise.

Notice of Default:

                  The term "Notice of Default" means a written notice of the
kind set forth in Section 8.01(a)(iv).

Officer's Certificate:

                  The term "Officer's Certificate" means a certificate executed
on behalf of the Company by a responsible officer and delivered to the Trustee.

Opinion of Counsel:

                  The term "Opinion of Counsel" means an opinion in writing
signed by legal counsel, who, subject to any express provisions hereof, may be
an employee of or counsel for the Company or any Subsidiary, reasonably
acceptable to the Trustee.

Original Issue Discount Security:

                  The term "Original Issue Discount Security" means any Security
which provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 8.01(b).

Outstanding:

                  The term "Outstanding" means, when used with reference to
Securities as of a particular time, all Securities theretofore issued by the
Company and authenticated and delivered by the Trustee under this Indenture,
except (a) Securities theretofore cancelled by the Trustee or delivered to the
Trustee for cancellation, (b) Securities for the payment or redemption of which
money in the necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company is acting as its own Paying Agent) for
the Holders of such Securities; provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision often not covered therefor satisfactory to the Trustee
has been made, and (c) Securities paid pursuant to Section 2.07 or Securities in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company; provided, however, that in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent, or waiver hereunder, (i) the principal amount of an Original
Issue Discount Security that will be deemed to be Outstanding will be the amount
of the principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof to such date pursuant to
Section 8.01(b), (ii) the principal amount of

                                      -13-
<PAGE>
a Security denominated in one or more foreign currencies or currency units will
be the U.S. dollar equivalent, determined in the manner contemplated by Section
2.01 on the date of original issuance of such Security, of the principal amount
(or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent on the date of original issuance of such Security of the amount
determined as provided in clause (i) above) of such Security, and (iii)
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor will be disregarded and deemed
not to be Outstanding, except that, in determining whether the Trustee will be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, or waiver, only Securities which a Responsible Officer of the
Trustee actually knows to be so owned will be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgor establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor.

Paying Agent:

                  The term "Paying Agent" means any Person authorized by the
Company to pay the principal of or any premium or interest on any Securities on
behalf of the Company.

Person:

                  The term "Person" means any individual, partnership,
corporation, joint stock company, business trust, trust, unincorporated
association, joint venture, or other entity, or government or political
subdivision or agency thereof.

Place of Payment:

                  The term "Place of Payment" when used with respect to the
Securities of any series means the place or places where the principal of and
any premium and interest on the Securities of that series are payable as
specified as contemplated by Section 2.01.

Predecessor Security:

                  The term "Predecessor Security" when used with respect to any
particular Security means every previous Security evidencing all or a portion of
the same debt as that evidenced by such Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 2.07 in
exchange for or in lieu of a mutilated, destroyed, lost, or stolen Security will
be deemed to evidence the same debt as the mutilated, destroyed, lost, or stolen
Security.

Redemption Date:

                  The term "Redemption Date" when used with respect to any
Security to be redeemed means the date fixed for such redemption by or pursuant
to this Indenture.


                                      -14-
<PAGE>
Redemption Price:

                  The term "Redemption Price" when used with respect to any
Security to be redeemed means the price (including premium, if any) at which it
is to be redeemed pursuant to this Indenture.

Regular Record Date:

                  The term "Regular Record Date" for the interest payable on any
Interest Payment Date on the Securities of any series means the date specified
for that purpose as contemplated by Section 2.01.

Responsible Officer:

                  "Responsible Officer" when used with respect to the Trustee,
means any vice president, any assistant vice president, any senior trust officer
or assistant trust officer, any trust officer, or any other officer associated
with the corporate trust department of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of such person's knowledge of
and familiarity with the particular subject.

Securities:

                  The term "Securities" has the meaning set forth in the first
recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture.

Security Register and Security Registrar:

                  The terms "Security Register" and "Security Registrar" have
the respective meanings set forth in Section 2.05.

Special Record Date:

                  The term "Special Record Date" for the payment of any
Defaulted Interest means a date fixed by the Trustee pursuant to Section 2.09.

Stated Maturity:

                  The term "Stated Maturity" when used with respect to any
Security, any installment of interest thereon, or any other amount payable under
this Indenture or the Securities means the date specified in this Indenture or
such Security as the regularly scheduled date on which the principal of such
Security, such installment of interest, or such other amount, is due and
payable.


                                      -15-
<PAGE>
Subsidiary:

                  The term "Subsidiary" means, as applied with respect to any
Person, any corporation, partnership, or other business entity of which, in the
case of a corporation, more than 50% of the issued and outstanding capital stock
having ordinary voting power to elect a majority of the board of directors of
such corporation (irrespective of whether at the time capital stock of any other
class or classes of such corporation has or might have voting power upon the
occurrence of any contingency), or, in the case of any partnership or other
legal entity, more than 50% of the ordinary equity capital interests, is at the
time directly or indirectly owned or controlled by such Person, by such Person
and one or more of its other Subsidiaries, or by one or more of such Person's
other Subsidiaries.

Trust Indenture Act:

                  The term "Trust Indenture Act" means the Trust Indenture Act
of 1939, as amended, as in force upon the date as of which this instrument was
executed; provided, however, that in the event the Trust Indenture Act of 1939
is amended after such date, "Trust Indenture Act" means, to the extent required
by any such amendment, the Trust Indenture Act of 1939 as so amended.

Trustee:

                  The term "Trustee" means the Person named as the "Trustee" in
the first paragraph of this Indenture until a successor Trustee shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "Trustee" will mean or include each Person who is then a Trustee
hereunder, and if at any time there is more than one such Person, "Trustee" as
used with respect to the Securities of any series will mean each Trustee with
respect to Securities of that series.

U.S. Government Obligation:

                  The term "U.S. Government Obligation" means (a) any security
that is (i) a direct obligation of the United States of America for the payment
of which full faith and credit of the United States of America is pledged or
(ii) an obligation of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the payment of which
is unconditionally guaranteed as a full faith and credit obligation by the
United States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof and (b) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933,
as amended) as custodian with respect to any U.S. Government Obligation
specified in clause (a), which U.S. Government Obligation is held by such
custodian for the account of the holder of such depositary receipt, or with
respect to any specific payment of principal of or interest on any such U.S.
Government Obligation, provided that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.


                                      -16-
<PAGE>
Vice President:

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

                  (b) The words "Article" and "Section" refer to an Article and
Section, respectively, of this Indenture. The words "herein", "hereof" and
"hereunder" and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section, or other subdivision. Certain terms
used principally in Articles V, VI, and IX are defined in those Articles. Terms
in the singular include the plural and terms in the plural include the singular.

Article II.

                                 THE SECURITIES

         Section 2.01. Designation and Amount of Securities.


                  (a) The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited.

                  (b) The Securities may be issued in one or more series. There
will be established in or pursuant to a Board Resolution and, subject to Section
2.04, set forth or determined in the manner provided in an Officer's
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series: (i) the title of the Securities of
the series (which will distinguish the Securities of the series from Securities
of any other series); (ii) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in the exchange for, or in lieu of, other Securities of the
series pursuant to Section 2.05, 2.06, 2.07, 3.05, or 10.06 and except for any
Securities which, pursuant to Section 2.04, are deemed never to have been
authenticated and delivered hereunder); (iii) the Person to whom any interest on
a Security of the series will be payable, if other than the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest; (iv) the date or dates
on which the principal of the Securities of the series is payable; (v) the rate
or rates at which the Securities of the series will bear interest, if any, the
date or dates from which such interest will accrue, the Interest Payment Dates
on which any such interest will be payable, and the Regular Record Date for any
interest payable on any Interest Payment Date; (vi) the place or places where
the principal of and any premium and interest on Securities of the series will
be payable; (vii) the period or periods within which, the price or prices at
which, and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company; (viii) the
obligation, if any, of the Company to redeem or purchase Securities of the
series pursuant to any sinking fund or analogous provisions or at the option of
a Holder thereof and the period or periods within which, the price or prices at
which, and the terms and conditions upon

                                      -17-
<PAGE>
which Securities of the series will be redeemed or purchased, in whole or in
part, pursuant to such obligation; (ix) if other than denominations of $1,000
and integral multiples thereof, the denominations in which Securities of the
series will be issuable; (x) the currency, currencies, or currency units in
which payment of the principal of and any premium and interest on any Securities
of the series will be payable if other than the currency of the United States of
America and the manner of determining the equivalent thereof in the currency of
the United States of America for purposes of the definition of "Outstanding" in
Section 1.01; (xi) if the amount of payments of principal of or any premium or
interest on any Securities of the series may be determined with reference to an
index, based upon a formula, or in some other manner, the manner in which such
amounts will be determined; (xii) if the principal of or any premium or interest
on any Securities of the series is to be payable, at the election of the Company
or a Holder thereof, in one or more currencies or currency units other than that
or those in which the Securities are stated to be payable, the currency,
currencies, or currency units in which payment of the principal of and any
premium and interest on Securities of such series as to which such election is
made will be payable, and the periods within which and the terms and conditions
upon which such election is to be made; (xiii) if other than the principal
amount thereof, the portion of the principal amount of Securities of the series
which will be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 8.01(b); (xiv) if applicable, that the Securities of the
series will be subject to either or both of Defeasance or Covenant Defeasance as
provided in Article V, provided that no series of Securities that is convertible
into Common Shares pursuant to Section 2.01(b)(xvi) or convertible into or
exchangeable for any other securities pursuant to Section 2.01(b)(xvii) will be
subject to Defeasance pursuant to Section 5.02; (xv) if and as applicable, that
the Securities of the series will be issuable in whole or in part in the form of
one or more Global Securities and, in such case, the Depositary or Depositaries
for such Global Security or Global Securities and any circumstances other than
those set forth in Section 2.05 in which any such Global Security may be
transferred to, and registered and exchanged for Securities registered in the
name of, a Person other than the Depositary for such Global Security or a
nominee thereof and in which any such transfer may be registered; (xvi) the
terms and conditions, if any, pursuant to which the Securities are convertible
into Common Shares; (xvii) the terms and conditions, if any, pursuant to which
the Securities are convertible into or exchangeable for any other securities,
including (without limitation) securities of Persons other than the Company; and
(xviii) any other terms of, or provisions, covenants, rights or other matters
applicable to, the series (which terms, provisions, covenants, rights or other
matters will not be inconsistent with the provisions of this Indenture, except
as permitted by Section 10.01(e)).

                  (c) All Securities of any one series will be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to the Board Resolution referred to below and (subject to Section
2.04) set forth or determined in the manner provided in the Officer's
Certificate referred to above or in any such indenture supplemental hereto.

                  (d) If any of the terms of the series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action will be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the

                                      -18-
<PAGE>
Trustee concurrently with or prior to the delivery of the Officer's Certificate
setting forth the terms of the series.

         Section 2.02. Form of Securities and Trustee's Certificate of
Authentication.

                  (a) The Securities of each series will be in substantially the
form set forth in or otherwise contemplated by the recitals to this Indenture,
with appropriate variations to reflect the specific terms of such series. If the
form of Securities of any series is established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action will be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee concurrently with or prior to the delivery of the
Company Order contemplated by Section 2.04 for the authentication and delivery
of such Securities.

                  (b) The definitive Securities will be printed, lithographed,
or engraved on steel engraved borders or may be produced in any other manner
permitted by the rules of any securities exchange on which the Securities may be
listed, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

                  (c) The Trustee's certificate of authentication will be in
substantially the form set forth in the recitals to this Indenture.

                  (d) Every Global Security authenticated and delivered
hereunder will bear a legend in substantially the form set forth in the recitals
to this Indenture.

         Section 2.03. Date and Denominations.


                  Each Security will be dated the date of its authentication.
The Securities of each series will be issuable only in registered form without
coupons in such denominations as may be specified as contemplated by Section
2.01. In the absence of any such specified denomination with respect to the
Securities of any series, the Securities of such series will be issuable in
denominations of $1,000 and integral multiples thereof.

         Section 2.04. Execution, Authentication and Delivery of Securities.

                  (a) The Securities will be executed on behalf of the Company
by the Chairman or any Vice Chairman of the Board of Directors, the Chief
Executive Officer, the President, or any Vice President of the Company and
attested by the Treasurer, the Secretary, any Assistant Treasurer, or any
Assistant Secretary of the Company under its corporate seal. The signature of
any of these officers on the Securities may be manual or facsimile. The seal of
the Company may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted, or otherwise reproduced on the Securities.

                  (b) Only such Securities bearing the Trustee's certificate of
authentication, signed manually by the Trustee, will be entitled to the benefits
of this Indenture or be valid or obligatory for any purpose. Such execution of
the certificate of authentication by the Trustee upon any Securities executed by
the Company will be

                                      -19-
<PAGE>
conclusive evidence that the Securities so authenticated have been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 2.08, for all purposes of this
Indenture such Security will be deemed never to have been authenticated and
delivered hereunder and will never be entitled to the benefits of this
Indenture.

                  (c) Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company will bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

                  (d) At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order will authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 2.02, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee will be entitled to receive, and (subject to Section 9.01) will be
fully protected in relying upon, an Opinion of Counsel stating:

                  (i) if the form of such Securities has been established by or
         pursuant to a Board Resolution as permitted by Section 2.02, that such
         form has been established in conformity with the provisions of this
         Indenture,

                  (ii) if the terms of such Securities have been established by
         or pursuant to a Board Resolution as permitted by Section 2.01, that
         such terms have been established in conformity with the provisions of
         this Indenture,

                  (iii) that such Securities, when authenticated and delivered
         by the Trustee and issued by the Company in the manner and subject to
         any conditions specified in such Opinion of Counsel, will constitute
         valid and binding obligations of the Company enforceable in accordance
         with their terms, except as the enforceability thereof may be limited
         by bankruptcy, insolvency, reorganization, moratorium, or other laws
         relating to or affecting creditors' rights and by general principles of
         equity; and

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

                  The Trustee shall have the right to decline to authenticate
and deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that

                                      -20-
<PAGE>
such action may not lawfully be taken or if the Trustee in good faith shall
determine that such action would expose the Trustee to personal liability to
existing Holders.

                  (e) Notwithstanding the provisions of Sections 2.01 and
2.04(d), if all Securities of a series are not to be originally issued at one
time, it will not be necessary to deliver the Officer's Certificate otherwise
required pursuant to Section 2.01 or the Company Order and Opinion of Counsel
otherwise required pursuant to Section 2.04(d) at or prior to the time of
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

         Section 2.05. Registration of Transfer and Exchange.


                  (a) The Company will cause to be kept at the Corporate Trust
Office a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company will provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

                  (b) Upon surrender for registration of transfer of any
Security of any series at the office or agency in a Place of Payment for that
series, the Company will execute, and the Trustee will authenticate and deliver
in the name of the designated transferee or transferees, one or more new
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor.

                  (c) At the option of the Holder, Securities of any series may
be exchanged for other Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company will execute, and the
Trustee will authenticate and deliver the Securities which the Holder making the
exchange is entitled to receive.

                  (d) Every Security presented or surrendered for registration
of transfer or exchange will (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument or instruments of
transfer, in form reasonably satisfactory to the Company and the Security
Registrar duly executed, by the Holder thereof or his attorney duly authorized
in writing. No service charge will be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax, assessment, fee or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 2.06, 3.05, or 10.06 not
involving any transfer. The Company will not be required (i) to issue, register
the transfer of, or exchange Securities of any series during a period beginning
at the opening of business 15 calendar days before the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
3.02(c) and ending at the close of business on the

                                      -21-
<PAGE>
day of such mailing or (ii) to register the transfer of or exchange any Security
so selected for redemption in whole or in part, except, in the case of any
Securities to be redeemed in part, the portion thereof not being redeemed.

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

                  (f) Notwithstanding any other provision in this Indenture, no
Global Security may be transferred to, or registered or exchanged for Securities
registered in the name of, any Person other than the Depositary for such Global
Security or any nominee thereof, and no such transfer may be registered, unless
(i) such Depositary (A) notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (B) ceases to be a clearing
agency registered under the Exchange Act, (ii) the Company executes and delivers
to the Trustee a Company Order that such Global Security shall be so
transferable, registrable, and exchangeable, and such transfers shall be
registrable, (iii) there shall have occurred and be continuing an Event of
Default with respect to the Securities evidenced by such Global Security, or
(iv) there shall exist such other circumstances, if any, as have been specified
for this purpose as contemplated by Section 2.01. Notwithstanding any other
provision in this Indenture, a Global Security to which the restriction set
forth in the preceding sentence shall have ceased to apply may be transferred
only to, and may be registered and exchanged for Securities registered only in
the name or names of, such Person or Persons as the Depositary for such Global
Security shall have directed and no transfer thereof other than such a transfer
may be registered. Every Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, a Global Security to which the
restriction set forth in the first sentence of this Section 2.05(f) shall apply,
whether pursuant to this Section 2.05, Section 2.06, 2.07, 3.05, or 10.06 or
otherwise, will be authenticated and delivered in the form of, and will be, a
Global Security.

                  (g) Each Holder of a Security agrees to indemnify the Company
and the Trustee against any liability that may result from the transfer,
exchange or assignment of such Holder's Security in violation of any provision
of this Indenture and/or applicable United States Federal or state securities
law.

                  (h) The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Security [(including any transfers between or among Depositary
Participants or beneficial owners of interests in any Global Security)] other
than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.


                                      -22-
<PAGE>
         Section 2.06. Temporary Securities.

                  Pending the preparation of definitive Securities of any
series, the Company may execute and register and upon Company Order the Trustee
will authenticate and deliver temporary Securities (printed, lithographed, or
typewritten) of any authorized denomination, and substantially in the form of
the definitive Securities but with such omissions, insertions, and variations as
may be appropriate for temporary Securities, all as may be determined by the
officers executing such Securities as evidenced by their execution of such
Securities; provided, however that the Company will use reasonable efforts to
have definitive Securities of that series available at the times of any issuance
of Securities under this Indenture. Every temporary Security will be executed
and registered by the Company and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with like effect, as the
definitive Securities. The Company will execute and register and furnish
definitive Securities of such series as soon as practicable and thereupon any or
all temporary Securities of such series may be surrendered in exchange therefor
at the office or agency of the Company in the Place of Payment for that series,
and the Trustee will authenticate and deliver in exchange for such temporary
Securities of such series one or more definitive Securities of the same series,
of any authorized denominations, and of a like aggregate principal amount and
tenor. Such exchange will be made by the Company at its own expense and without
any charge to the Holder therefor. Until so exchanged, the temporary Securities
of any series will be entitled to the same benefits under this Indenture as
definitive Securities of the same series authenticated and delivered hereunder.

         Section 2.07. Mutilated, Destroyed, Lost, and Stolen Securities.

                  (a) If any mutilated Security is surrendered to the Trustee,
the Company will execute and the Trustee will authenticate and deliver in
exchange therefor a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

                  (b) If there shall be delivered to the Company and the Trustee
(i) evidence to their satisfaction of the destruction, loss, or theft of any
Security and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company will execute and the Trustee will authenticate
and deliver, in lieu of any such destroyed, lost, or stolen Security, a new
Security of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding.

                  (c) In case any such mutilated, destroyed, lost, or stolen
Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security.

                  (d) Upon the issuance of any new Security under this Section
2.07, the Company may require the payment of a sum sufficient to cover any tax,
assessment, fee

                                      -23-
<PAGE>
or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee) connected
therewith.

                  (e) Every new Security of any series issued pursuant to this
Section 2.07 in exchange for any mutilated Security or in lieu of any destroyed,
lost, or stolen Security will constitute an original additional contractual
obligation of the Company, whether or not the mutilated, destroyed, lost, or
stolen Security shall be at any time enforceable by anyone, and will be entitled
to all the benefits of this Indenture equally and proportionately with any and
all other Securities of that series duly issued hereunder.

                  (f) The provisions of this Section 2.07 are exclusive and will
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost, or stolen Securities.

         Section 2.08. Cancellation of Surrendered Securities.

                  All Securities surrendered for payment, redemption,
registration of transfer or exchange, or for credit against any sinking fund
payment will, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and will be promptly cancelled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered will be promptly cancelled by the Trustee. No Securities will be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section 2.08, except as expressly permitted by this Indenture. The
Trustee shall dispose of all cancelled Securities in accordance with its
customary procedures.

         Section 2.09. Payment of Interest; Interest Rights Preserved.

                  (a) Except as otherwise provided as contemplated by Section
2.01 with respect to any series of Securities, interest on any Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date will be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest.

                  (b) Any interest on any Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") will forthwith cease to be
payable to the Holder on the relevant regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company
together with interest thereon (to the extent permitted by law) at the rate of
interest applicable to such Security, at its election in each case, as provided
in clause (i) or (ii) below:

                  (i) The Company may elect to make payment of any Defaulted
         Interest (and interest thereon, if any) to the Persons in whose names
         the Securities of such series (or their respective Predecessor
         Securities) are registered at the

                                      -24-
<PAGE>
         close of business on a Special Record Date for the payment of such
         Defaulted Interest, which will be fixed in the following manner. The
         Company will promptly notify the Trustee in writing of the amount of
         Defaulted Interest (and interest thereon, if any) proposed to be paid
         on each Security of such series and the date of the proposed payment,
         and at the same time the Company will deposit with the Trustee an
         amount of money equal to the aggregate amount proposed to be paid in
         respect of such Defaulted Interest (and interest thereon, if any) or
         will make arrangements satisfactory to the Trustee for such deposit
         prior to the date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the persons entitled to such
         Defaulted Interest (and interest thereon, if any) as in this clause (i)
         provided. Thereupon the Trustee will fix a Special Record Date for the
         payment of such Defaulted Interest (and interest thereon, if any) which
         will be not more than 15 calendar days and not less than 10 calendar
         days prior to the date of the proposed payment and not less than 10
         calendar days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee will promptly notify the Company of such
         Special Record Date and, in the name and at the expense of the Company,
         will cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor to be mailed, first class postage
         prepaid, to each Holder of Securities of such series at his address as
         it appears in the Security Register, not less than 10 calendar days
         prior to such Special Record Date. Notice of the proposed payment of
         such Defaulted Interest (and interest thereon, if any) and the Special
         Record Date therefor having been so mailed, such Defaulted Interest
         will be paid to the Persons in whose names the Securities of such
         series (or their respective Predecessor Securities) are registered at
         the close of business on such Special Record Date and will no longer be
         payable pursuant to the following clause (ii).

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

                  (c) Subject to the foregoing provisions of this Section 2.09,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security will carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

         Section 2.10. Persons Deemed Owners.

                  Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee, and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and any
premium and (subject to Section 2.09) any interest on such Security and for all
other purposes whatsoever, whether or not such

                                      -25-
<PAGE>
Security shall be overdue, and neither the Company, the Trustees nor any agent
of the Company or the Trustee will be affected by notice to the contrary.

         Section 2.11. Computation of Interest.

                  Except as otherwise specified as contemplated by Section 2.01
for Securities of any series, interest on the Securities of each series will be
computed on the basis of a 360-day year consisting of twelve 30-day months.

         Section 2.12. CUSIP Numbers.

                  The Company in issuing any series of the Securities may use
CUSIP numbers, if then generally in use, and thereafter with respect to such
series, the Trustee may use such numbers in any notice of redemption or exchange
with respect to such series provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the CUSIP numbers.

                                  Article III.

                            REDEMPTION OF SECURITIES

         Section 3.01. Applicability of Article.

                  Securities of any series which are redeemable before their
Stated Maturity will be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 2.01 for Securities of any
series) in accordance with this Article III.

         Section 3.02. Election to Redeem; Notice to Trustee.

                  (a) The election of the Company to redeem any Securities will
be evidenced by a Board Resolution. In case of any redemption at the election of
the Company, the Company will, at least 60 calendar 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. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company will furnish the Trustee with an Officer's Certificate evidencing
compliance with such restriction.

                  (b) Notice of redemption of Securities to be redeemed at the
election of the Company will be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company and will
be irrevocable. Notice of redemption will be given by mail, first class postage
prepaid, not less than 30 or more

                                      -26-
<PAGE>
than 60 calendar days prior to the Redemption Date, to each Holder of Securities
to be redeemed, at his address appearing in the Security Register. All notices
of redemption will include the CUSIP number and will state (i) the Redemption
Date, (ii) the Redemption Price, (iii) if less than all the Outstanding
Securities of any series are to be redeemed, the identification (and, in the
case of partial redemption of any Securities, the principal amounts) of the
particular Securities to be redeemed, (iv) that on the Redemption Date the
Redemption Price will become due and payable upon each such Security to be
redeemed and, if applicable, that interest thereon will cease to accrue on and
after said date, (v) the place or places where such Securities are to be
surrendered for payment of the Redemption Price, (vi) that the redemption is for
a sinking fund, if such is the case, and (vii) the specific provision of this
Indenture pursuant to which such Securities are to be redeemed.

                  (c) If less than all the Securities of any series are to be
redeemed, the particular Securities to be redeemed will be selected not more
than 60 calendar days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series not previously called for redemption, by
such method as the Trustee may deem fair and appropriate and which may provide
for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series. The Trustee
will promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

                  (d) For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities will
relate, in the case of any Securities redeemed or to be redeemed only in part,
to the portion of the principal amount of such Securities which has been or is
to be redeemed.

         Section 3.03. Deposit of Redemption Price.

                  Prior to 10:00 a.m. (local time at the Place of Payment) on
the Redemption Date specified in the notice of redemption given as provided in
Section 3.02, the Company will deposit with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 6.03) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) any accrued interest on, all of the Securities that are to be
redeemed on that date.

         Section 3.04. Securities Payable on Redemption Date.

                  (a) Notice of redemption having been given as aforesaid, the
Securities so to be redeemed will, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company defaults in the payment of the Redemption Price and accrued
interest) such Securities will cease to accrue interest. Upon surrender of any
such Security for

                                      -27-
<PAGE>
redemption in accordance with said notice, such Security will be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that unless otherwise specified as
contemplated by Section 2.01, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates in accordance with their terms
and the provisions of Section 2.09.

                  (b) If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal and any premium will, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

         Section 3.05. Securities Redeemed in Part.

                  Any Security that is to be redeemed only in part will be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), and the Company will execute, and
the Trustee will authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series and of like
tenor, of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.

                                  Article IV.

                                  SINKING FUNDS

         Section 4.01. Applicability of Article.

                  The provisions of this Article IV will be applicable to any
sinking fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 2.01 for Securities of such series. The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
amount of any sinking fund payment may be subject to reduction as provided in
Section 4.02. Each sinking fund payment with respect to Securities of a
particular series will be applied to the redemption of Securities of such series
as provided for by the terms of Securities of such series.

         Section 4.02. Satisfaction of Sinking Fund Payments With Securities.

                  The Company (a) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (b) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund

                                      -28-
<PAGE>
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of
such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series, provided that such Securities have not
been previously so credited. Such Securities will be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Securities
for redemption through operation of the sinking fund and the amount of such
sinking fund payment will be reduced accordingly.

         Section 4.03. Redemption of Securities for Sinking Fund.

                  Not less than 60 calendar days prior to each sinking fund
payment date for any series of Securities, the Company will deliver to the
Trustee an Officer's Certificate specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, that is to be satisfied by payment of cash and the
portion thereof, if any, that is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 4.02 and will also deliver to the
Trustee any Securities to be so delivered. Not less than 30 calendar days before
each such sinking fund payment date, the Trustee will select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in
Section 3.02(c) and cause notice of the redemption thereof to be given in the
name of and at the expense of the Company in the manner provided in Section
3.02(b). Such notice having been duly given, the redemption of such Securities
will be made upon the terms and in the manner stated in Sections 3.04 and 3.05.

                                   Article V.

                       DEFEASANCE AND COVENANT DEFEASANCE

         Section 5.01. Company's Option to Effect Defeasance or Covenant
Defeasance.

                  The Company may elect, at its option by Board Resolution at
any time, to have either Section 5.02 or Section 5.03 applied to the Outstanding
Securities of any series designated pursuant to Section 2.01 as being defeasible
pursuant to this Article V (hereinafter called "Defeasible Series"), upon
compliance with the conditions set forth below in this Article V, provided that
Section 5.02 will not apply to any series of Securities that is convertible into
Common Shares pursuant to Section 2.01(b)(xvi) or convertible into or
exchangeable for any other securities pursuant to Section 2.01 (b)(xvii).

         Section 5.02. Defeasance and Discharge.

                  Upon the Company's exercise of the option provided in Section
5.01 to have this Section 5.02 applied to the Outstanding Securities of any
Defeasible Series and subject to the proviso to Section 5.01, the Company will
be deemed to have been discharged from its obligations with respect to the
Outstanding Securities of such series as provided in this Section 5.02 on and
after the date the conditions set forth in Section 5.04 are satisfied
(hereinafter called "Defeasance"). For this purpose, such Defeasance means that
the Company will be deemed to have paid and discharged the entire

                                      -29-
<PAGE>
indebtedness represented by the Outstanding Securities of such series and to
have satisfied all its other obligations under the Securities of such series and
this Indenture insofar as the Securities of such series are concerned (and the
Trustee, at the expense of the Company, will execute proper instruments
acknowledging the same), subject to the following which will survive until
otherwise terminated or discharged hereunder: (a) the rights of Holders of
Securities of such series to receive, solely from the trust fund described in
Section 5.04 and as more fully set forth in Section 5.04, payments in respect of
the principal of and any premium and interest on such Securities of such series
when payments are due, (b) the Company's obligations with respect to the
Securities of such series under Sections 2.05,2.06,2.07, 6.02, 6.03, and 10.06,
(c) the rights, powers, trusts, duties, and immunities of the Trustee hereunder,
and (d) this Article V. Subject to compliance with this Article V, the Company
may exercise its option provided in Section 5.01 to have this Section 5.02
applied to the Outstanding Securities of any Defeasible Series notwithstanding
the prior exercise of its option provided in Section 5.01 to have Section 5.03
applied to the Outstanding Securities of such series.

         Section 5.03. Covenant Defeasance.

                  Upon the Company's exercise of the option provided in Section
5.01 to have this Section 5.03 applied to the Outstanding Securities of any
Defeasible Series, (a) the Company will be released from its obligations under
Sections 6.04 through 6.07, inclusive, Section 11.01, and the provisions of any
Supplemental Indenture specified in such Supplemental Indenture, and (b) the
occurrence of any event specified in Sections 8.01(a)(iii), 8.01(a)(iv) (with
respect to any of Sections 6.04 through 6.07, inclusive, Section 11.01, and the
provisions of any Supplemental Indenture specified in such Supplemental
Indenture), 8.01(a)(v), and 8.01(a)(viii) will be deemed not to be or result in
an Event of Default, in each case with respect to the Outstanding Securities of
such series as provided in this Section on and after the date the conditions set
forth in Section 5.04 are satisfied (hereinafter called "Covenant Defeasance").
For this purpose, such Covenant Defeasance means that the Company may omit to
comply with and will have no liability in respect of any term, condition, or
limitation set forth in any such specified Section (to the extent so specified
in the case of Section 8.01(a)(iv)), whether directly or indirectly by reason of
any reference elsewhere herein to any such Section or by reason of any reference
in any such Section to any other provision herein or in any other document, but
the remainder of this Indenture and the Securities of such series will be
unaffected thereby.

         Section 5.04. Conditions to Defeasance or Covenant Defeasance.

                  The following will be the conditions to application of either
Section 5.02 or Section 5.03 to the Outstanding Securities of any Defeasible
Series:

                  (a) The Company shall irrevocably have deposited or caused to
be deposited with the Trustee (or another trustee that satisfies the
requirements contemplated by Section 9.08 and agrees to comply with the
provisions of this Article V applicable to it) as trust funds in trust for the
benefit of the Holders of Outstanding Securities of such series (i) money in an
amount, or (ii) U.S. Government Obligations that through the

                                      -30-
<PAGE>
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, without reinvestment, not later than one day
before the due date of any payment, money in an amount, or (iii) a combination
thereof, in each case sufficient in the opinion of an independent firm of
certified public accountants, to pay and discharge, and which will be applied by
the Trustee (or any such other qualifying trustee) to pay and discharge, the
principal of and any premium and interest on the Securities of such series on
the respective Stated Maturities or on any earlier date or dates on which the
Securities of such series shall be subject to redemption and the Company shall
have given the Trustee irrevocable instructions satisfactory to the Trustee to
give notice to the Holders of the redemption of the Securities of such series,
all in accordance with the terms of this Indenture and the Securities of such
series.

                  (b) In the case of an election under Section 5.02, the Company
shall have delivered to the Trustee an Opinion of Counsel (from a counsel who
shall not be an employee of the Company) to the effect that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (ii) since the date of this Indenture there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon, such opinion shall confirm that, the Holders of the Outstanding
Securities of such series will not recognize gain or loss for Federal income tax
purposes as a result of the deposit, Defeasance, and discharge to be effected
with respect to the Securities of such series and will be subject to Federal
income tax on the same amount, in the same manner, and at the same times as
would be the case if such deposit, Defeasance, and discharge were not to occur.

                  (c) In the case of an election under Section 5.03, the Company
shall have delivered to the Trustee an Opinion of Counsel (from a counsel who
shall not be an employee of the Company) to the effect that the Holders of the
Outstanding Securities of such series will not recognize gain or loss for
Federal income tax purposes as a result of the deposit and Covenant Defeasance
to be effected with respect to the Securities of such series and will be subject
to Federal income tax on the same amount, in the same manner, and at the same
times as would be the case if such deposit and Covenant Defeasance were not to
occur.

                  (d) The Company shall have delivered to the Trustee an
Officer's Certificate to the effect that the Securities of such series, if then
listed on any securities exchange, will not be delisted solely as a result of
such deposit.

                  (e) No Event of Default or event that (after notice or lapse
of time or both) would become an Event of Default shall have occurred and be
continuing at the time of such deposit or, with regard to any Event of Default
or any such event specified in Sections 8.01(a)(vi) and (vii), at any time on or
prior to the 90th calendar day after the date of such deposit (it being
understood that this condition will not be deemed satisfied until after such
90th calendar day).

                  (f) Such Defeasance or Covenant Defeasance will not cause the
Trustee to have a conflicting interest within the meaning of the Trust Indenture
Act (assuming all Securities are in default within the meaning of such Act).

                                      -31-
<PAGE>

                  (g) Such Defeasance or Covenant Defeasance will not result in
a breach or violation of, or constitute a default under, any other agreement or
instrument to which the Company is a party or by which it is bound.

                  (h) The Company shall have delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant Defeasance have
been complied with.

                  (i) Such Defeasance or Covenant Defeasance will not result in
the trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act of 1940, as amended, unless such trust
will be qualified under such Act or exempt from regulation thereunder.

         Section 5.05. Deposited Money and U.S. Government Obligations to be
Held in Trust; Other Miscellaneous Provisions.

                  (a) Subject to the provisions of Section 6.03(e), all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this Section
5.05 and Section 5.06, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 5.04 in respect of the
Securities of any Defeasible Series will be held in trust and applied by the
Trustee, in accordance with the provisions of the Securities of such series and
this Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of Securities of such series, of all sums due and to
become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the
extent required by law.

                  (b) The Company will pay and indemnify the Trustee against any
tax, fee, or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 5.04 or the principal and interest
received in respect thereof other than any such tax, fee, or other charge that
by law is for the account of the Holders of Outstanding Securities.

                  (c) Notwithstanding anything in this Article V to the
contrary, the Trustee will deliver or pay to the Company from time to time upon
a Company Request any money or U.S. Government Obligations held by it as
provided in Section 5.04 with respect to Securities of any Defeasible Series
that are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Defeasance or Covenant Defeasance with respect
to the Securities of such series.

         Section 5.06. Reinstatement.

                  If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article V with respect to the Securities of any
series by reason of any order or judgment of any court or governmental authority
enjoining, restraining, or otherwise prohibiting such application, then the
Company's obligations under this Indenture and the Securities of such series
will be revived and reinstated as though no


                                      -32-
<PAGE>

deposit had occurred pursuant to this Article V with respect to Securities of
such series until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 5.05 with respect to Securities of
such series in accordance with this Article V; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any
Security of such series following the reinstatement of its obligations, the
Company will be subrogated to the rights of the Holders of Securities of such
series to receive such payment from the money so held in trust.

                                  Article VI.

                       PARTICULAR COVENANTS OF THE COMPANY

         Section 6.01. Payment of Principal, Premium and Interest on Securities.

                  The Company, for the benefit of each series of Securities,
will duly and punctually pay the principal of and any premium and interest on
the Securities of that series in accordance with the terms of the Securities and
this Indenture.

         Section 6.02. Maintenance of Office or Agency.

                  (a) The Company will maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange, and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt 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 or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices, and demands may be made or served at
the Corporate Trust Office, and the Company hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices, and demands.

                  (b) The Company may also from time to time designate one or
more other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission will in any manner relieve the Company of its obligation to maintain
an office or agency in each Place of Payment for Securities of any series for
such purposes. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

         Section 6.03. Money for Securities Payments to be Held in Trust.

                  (a) If the Company shall at any time act as its own Paying
Agent with respect to any series of Securities, it will, prior to 10:00 a.m.
(local time at the Place of Payment) on the due date of the principal of or any
premium or interest on any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal and any premium and interest so becoming


                                      -33-
<PAGE>

due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure so
to act.

                  (b) Whenever the Company shall have one or more Paying Agents
for any series of Securities, it will, prior to each due date of the principal
of or any premium or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

                  (c) The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent will agree with the Trustee, subject to
the provisions of this Section 6.03, that such Paying Agent will (i) comply with
the provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(ii) during the continuance of any default by the Company (or any other obliger
upon the Securities of that series) in the making of any payment in respect of
the Securities of that series, and upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

                  (d) The Company may at any time, for the purpose of obtaining
the satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent will be released from all further liability with
respect to such money.

                  (e) Any money deposited with the Trustee or any Paying Agent,
or then held by the Company, in trust for the payment of the principal of or any
premium or interest on any Security of any series and remaining unclaimed for
two years after such principal, premium, or interest has become due and payable
will be paid to the Company upon a Company Request (or, if then held by the
Company, will be discharged from such trust); and the Holder of such Security
will thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, will thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, shall, at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice, to be
prepared by the Company, that such money remains unclaimed and that, after a
date specified therein, which will not be less than 30 calendar days from the
date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.


                                      -34-
<PAGE>

         Section 6.04. Payment of Taxes and Other Claims.

                  The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (a) all taxes, assessments,
and governmental charges levied or imposed upon the Company or any Subsidiary of
the Company or upon the income, profits, or property of the Company or any
Subsidiary of the Company, and (b) all lawful claims for labor, materials, and
supplies, in each case which, if unpaid, might by law become a lien upon the
property of the Company or any Subsidiary of the Company and might have a
Material Adverse Effect; provided, however, that the Company will not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge, or claim the amount, applicability, or validity of which is
being contested in good faith by appropriate proceedings.

         Section 6.05. Maintenance of Properties.

                  The Company will cause all properties used or useful in the
conduct of its business or the business of any Subsidiary of the Company to be
maintained and kept in good condition, repair, and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments, and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section 6.05 will prevent the Company
from discontinuing the operation or maintenance of any of such properties if
such discontinuance is, in the judgment of the Company, desirable in the conduct
of its business or the business of any Subsidiary of the Company and will not
result in a Material Adverse Effect.

         Section 6.06. Existence.

                  Subject to Article XI, the Company will, and will cause each
of its Subsidiaries to, do or cause to be done all things necessary to preserve
and keep in full force and effect its existence, rights (charter and statutory),
and franchises; provided, however, that neither the Company nor any Subsidiary
will be required to preserve any such right or franchise if the Company
determines that the preservation thereof is no longer desirable in the conduct
of the business of the Company and that the loss thereof will not result in a
Material Adverse Effect.

         Section 6.07. Compliance with Laws.

                  The Company will, and will cause each of its Subsidiaries to,
comply with all applicable Federal, state, local, or foreign laws, rules,
regulations, or ordinances, including without limitation such laws, rules,
regulations, or ordinances relating to pension, environmental, employee, and tax
matters, in each case to the extent that the failure so to comply would have a
Material Adverse Effect.


                                      -35-
<PAGE>

         Section 6.08. Statement by Officers as to Default.

                  The Company will deliver to the Trustee, within 120 calendar
days after the end of each fiscal year of the Company ending after the date
hereof, an Officer's Certificate signed by the principal executive officer,
principal financial officer, or principal accounting officer of the Company
stating whether or not to the knowledge of such person after due inquiry the
Company is in default in the performance and observance of any of the terms,
provisions, and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company is in
default, specifying all such defaults and the nature and status thereof of which
such person may have such knowledge.

         Section 6.09. Waiver of Certain Covenants.

                  The Company may omit in any particular instance to comply with
any term, provision, or condition set forth in Sections 6.04 through 6.07,
inclusive, and the provisions of any Supplemental Indenture specified in such
Supplemental Indenture, with respect to the Securities of any series if the
Holders of a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision, or condition,
but no such waiver will extend to or affect such term, provision, or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision, or condition will remain in full force and
effect.

         Section 6.10. Calculation of Original Issue Discount.

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

                                  Article VII.

                          SECURITIES HOLDERS' LIST AND
                     REPORTS BY THE COMPANY AND THE TRUSTEE

         Section 7.01. Company to Furnish Trustee Names and Addresses of
Holders.

                  The Company will furnish or cause to be furnished to the
Trustee (a) semi-annually, not more than 15 calendar days after the applicable
Regular Record Date, a list for each series of Securities, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
Securities of such series as of such Regular Record Date and (b) at such other
times as the Trustee may request in writing, within 30 calendar days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 calendar days prior to the time such list is


                                      -36-
<PAGE>

furnished; excluding from any such list names and addresses received by the
Trustee in its capacity as Security Registrar.

         Section 7.02. Preservation of Information; Communication to Holders.

                  (a) The Trustee will preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.01 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

                  (b) The rights of the Holders to communicate with other
Holders with respect to their rights under this Indenture or under the
Securities, and the corresponding rights and privileges of the Trustee, will be
as provided by the Trust Indenture Act.

                  (c) Every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them will be held accountable by reason of
any disclosure of information as to names and addresses of Holders made pursuant
to the Trust Indenture Act.

         Section 7.03. Reports by Trustee.

                  (a) The Trustee will transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto. If required by Section 313 (a) of the Trust Indenture Act, the
Trustee shall, within sixty days after each [ ] following the date of this
Indenture deliver to Holders a brief report, dated as of such [ ], which
complies with the provisions of such Section 313 (a).

                  (b) A copy of each such report will, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which any Securities are listed, with the Commission, and with the Company. The
Company will promptly notify the Trustee when any Securities are listed on any
stock exchange or of any delisting thereof.

         Section 7.04. Reports by Company.

                  The Company will file with the Trustee and the Commission, and
transmit to Holders, such information, documents, and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents, or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act will be filed with the
Trustee within 15 calendar days after the same is so required to be filed with
the Commission.


                                      -37-
<PAGE>

                  Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to conclusively rely exclusively on Officer's Certificates).

                                 Article VIII.

                                     DEFAULT

         Section 8.01. Event of Default.

                  (a) "Event of Default", wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it may be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree, or order
of any court or any order, rule, or regulation of any administrative or
governmental body):

                  (i) default in the payment of any interest upon any Security
         of that series when it becomes due and payable, and continuance of such
         default for a period of 30 calendar days;

                  (ii) default in the payment of the principal of (or premium,
         if any, on) any Security of that series when it becomes due and
         payable;

                  (iii) default in the making of any sinking fund payment when
         and as due by the terms of a Security of that series;

                  (iv) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty, a default in the performance or breach of which is elsewhere
         in this Section 8.01 specifically dealt with or which has expressly
         been included in this Indenture solely for the benefit of one or more
         series of Securities other than that series), and continuance of such
         default or breach for a period of 60 calendar days after there has 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 or breach and requiring it to be
         remedied and stating that such notice is a "Notice of Default"
         hereunder;

                  (v) any nonpayment at maturity or other default is made under
         any agreement or instrument relating to any other Indebtedness of the
         Company (the unpaid principal amount of which is not less than the
         greater of $50 million or 10% of Consolidated Shareholders' Equity of
         the Company), and, in any such case, such default (A) continues beyond
         any period of grace provided with respect thereto and (B) results in
         such Indebtedness becoming due prior to its stated maturity or occurs
         at the final maturity of such Indebtedness; provided, however,


                                      -38-
<PAGE>

         that, subject to the provisions of Section 9.01 and 8.08, the Trustee
         will not be deemed to have knowledge of such nonpayment or other
         default unless either (1) a Responsible Officer of the Trustee has
         actual knowledge of nonpayment or other default or (2) the Trustee has
         received written notice thereof from the Company, from any Holder, from
         the holder of any such Indebtedness or from the trustee under the
         agreement or instrument relating to such Indebtedness;

                  (vi) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company in an
         involuntary case or proceeding under any applicable Federal or state
         bankruptcy, insolvency, reorganization, or other similar law or (B) a
         decree or order adjudging the Company as bankrupt or insolvent, or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment, or composition of or in respect of the Company
         under any applicable Federal or state law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator, or other similar
         official of the Company or of any substantial part of its property, or
         ordering the winding up or liquidation of its affairs, and the
         continuance of any such decree or order for relief or any such other
         decree or order unstayed and in effect for a period of 60 consecutive
         calendar days;

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

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

                  (b) If an Event of Default (other than an Event of Default
arising under Section 8.01(a)(vi) or (vii)) with respect to Securities of any
series at the time Outstanding occurs and is continuing, then in every case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in


                                      -39-
<PAGE>

the terms thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) will become immediately due and payable. If an Event of Default under
Section 8.01(a)(vi) or (vii) occurs, then the principal of, premium, if any, and
accrued interest on the Securities shall become immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.

                  (c) At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article VIII provided, the Holders of a majority in
principal amount of the outstanding Securities of that series, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay (A) all overdue interest on all Securities of that series, (B)
the principal of (and premium, if any, on) any Securities of that series which
have become due otherwise than by such declaration of acceleration and any
interest thereon at the rate or rates prescribed therefor in such Securities,
(C) to the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such Securities, and (D)
all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements, and advances of the Trustee and its
agents and counsel and (ii) all Events of Default with respect to Securities of
that series, other than the nonpayment of the principal of Securities of that
series which have become due solely by such declaration of acceleration, have
been cured or waived as provided in Section 8.01(d). No such rescission will
affect any subsequent default or impair any right consequent thereon.

                  (d) The Holders of a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default (i) in the payment of the
principal of or any premium or interest on any Security of such series or (ii)
in respect of a covenant or provision hereof which under Article X cannot be
modified or amended without the consent of the Holder of each Outstanding
Security of such series affected. Upon any such waiver, such default will cease
to exist, and any Event of Default arising therefrom will be deemed to have been
cured, for every purpose of this Indenture, but no such waiver will extend to
any subsequent or other default or impair any right consequent thereon.

         Section 8.02. Covenant of Company to Pay to Trustee Whole Amount Due on
Securities on Default in Payment of Interest or Principal; Suits for Enforcement
by Trustee.

                  (a) The Company covenants that if (i) default is made in the
payment of any interest on any Security when such interest becomes due and
payable and such default continues for a period of 30 calendar days or (ii)
default is made in the payment of the principal of (or premium, if any, on) any
Security when it becomes due and payable, the Company will, upon demand of the
Trustee, pay to it, for the benefit of the


                                      -40-
<PAGE>

Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest will be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as will be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements, and advances of
the Trustee and its agents and counsel.

                  (b) If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

                  (c) In case of any judicial proceeding relative to the Company
(or any other obliger upon the Securities), its property or its creditors, the
Trustee will be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee will be authorized to collect and receive
any money or other property payable or deliverable on any such claims and to
distribute the same, and any custodian, receiver, assignee, trustee, liquidator,
sequestrator, or other similar official in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee consents to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements, and advances of the Trustee and its
agents and counsel, and any other amounts due the Trustee under Section 9.06.

                  (d) No provision of this Indenture will be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment, or composition
affecting the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding;
provided, however, that the Trustee may, on behalf of the Holders, vote for the
election of a trustee in bankruptcy or similar official and be a member of a
creditors' or other similar committee.

                  (e) All rights of action and claims under this Indenture or
the Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee will be
brought in its own name as trustee of an express trust, and any recovery of
judgment will, after provision for the payment of the reasonable compensation,
expenses, disbursements, and advances of the Trustee and its agents and counsel,
be for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.


                                      -41-
<PAGE>

         Section 8.03. Application of Money Collected by Trustee.

                  Any money collected by the Trustee pursuant to this Article
VIII will be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
or any premium or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

                  FIRST:          To the payment of all amounts due the Trustee
                                  under Section 9.06;

                  SECOND:         To the payment of the amounts then due and
                                  unpaid for principal of and any premium and
                                  interest on the Securities in respect of
                                  which or for the benefit of which such money
                                  has been collected, ratably, without
                                  preference or priority of any kind,
                                  according to the amounts due and payable on
                                  such Securities for principal and any
                                  premium and interest, respectively; and

                  THIRD:          To the Company.

         Section 8.04. Limitation on Suits by Holders of Securities.

                  No Holder of any Security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless (a) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities of that
series, (b) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder, (c) such Holder or Holders have offered to the
Trustee indemnity satisfactory to the Trustee against the costs, expenses, and
liabilities to be incurred in compliance with such request, (d) the Trustee for
60 calendar days after its receipt of such notice, request, and offer of
indemnity has failed to institute any such proceeding, and (e) no direction
inconsistent with such written request has been given to the Trustee during such
60-day period by the Holders of a majority in principal amount of the
Outstanding Securities of that series, it being understood and intended that no
one or more of such Holders will have any right in any manner whatever by virtue
of, or by availing of, any provision of this Indenture to affect, disturb, or
prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all of such Holders.

         Section 8.05. Rights and Remedies Cumulative; Delay or Omission in
Exercise of Rights not a Waiver of Event of Default.

                  (a) Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost, or stolen Securities in
the last paragraph of Section


                                      -42-
<PAGE>

2.07, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy will, 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, will not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                  (b) No delay or omission of the Trustee or of any Holder of
any Securities to exercise any right or remedy accruing upon any Event of
Default will 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 VIII or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by
the Holders, as the case may be.

         Section 8.06. Rights of Holders of Majority in Principal Amount of
Outstanding Securities to Direct Trustee.

                  The Holders of a majority in principal amount of the
Outstanding Securities of any series will have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series, provided that (a) such direction will not be
in conflict with any rule of law or with this Indenture and (b) the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent
with such direction.

         Section 8.07. Requirement of an Undertaking to Pay Costs in Certain
Suits Under the Indenture or Against the Trustee.

                  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,
suffered, or omitted by it as Trustee, a court may require any party litigant in
such suit to file undertaking to pay the costs of such suit, and may assess
costs, including attorney's fees and expenses, against any such party litigant,
in the manner and to the extent provided in the Trust Indenture Act; provided
that neither this Section 8.07 nor the Trust Indenture Act will be deemed to
authorize any court to require such an undertaking or to make such an assessment
in any suit instituted by the Trustee, a suit by a Holder pursuant to Section
8.09 hereof, or a suit by Holders of more than 10% in aggregate principal amount
of the then Outstanding Securities.

         Section 8.08. Notice of Defaults.

                  If a Default occurs hereunder with respect to Securities of
any series, the Trustee will give the Holders of Securities of such series
notice of such Default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any Default of the character specified in
Section 8.01(a)(iv) with respect to Securities of such series no such notice to
Holders will be given until at least 30 calendar days after the


                                      -43-
<PAGE>

occurrence thereof. The Company will give the Trustee notice of any uncured
Event of Default within 10 days after any Responsible Officer of the Company
becomes aware of or receives actual notice of such Event of Default.

         Section 8.09. Unconditional Right of Holders to Receive Principal,
Premium, and Interest.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security will have the right, which is absolute and unconditional,
to receive payment of the principal of and any premium and (subject to Section
2.09) interest on such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights may not
be impaired without the consent of such Holder.

         Section 8.10. Restoration of Rights and Remedies.

                  If the Trustee or any Holder 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 will
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders will continue
as though no such proceeding had been instituted.

         Section 8.11. Trustee May File Proofs of Claims.

                  The Trustee may 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 (including any claim for the reasonable compensation, expenses,
disbursements, and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceeding relative to the Company or the
Subsidiaries (or any other obligor upon the Securities), their creditors or
their property and shall be entitled and empowered to collect and receive any
monies or other property payable or deliverable on any such claim and to
distribute the same, and any custodian in any such judicial proceedings is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements, and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee hereunder. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.


                                      -44-
<PAGE>

                                  Article IX.

                             CONCERNING THE TRUSTEE

         Section 9.01. Certain Duties and Responsibilities.

                  (a)      Except during the continuance of an Event of Default,

                           (1)      the Trustee undertakes to perform such
                                    duties and only such duties as are
                                    specifically set forth in this Indenture,
                                    and no implied covenants or obligations
                                    shall be read into this Indenture against
                                    the Trustee; and

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

                  (b) In case an Event of Default 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 or her own affairs.

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

                           (1)      this Subsection shall not be construed to
                                    limit the effect of Subsection (a) of this
                                    Section;

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

                           (3)      the Trustee shall not be liable with respect
                                    to any action taken or omitted to be taken
                                    by it in good faith in accordance with the
                                    direction of the Holders of a majority in
                                    principal amount of the Outstanding
                                    Securities of any series, determined as
                                    provided in Sections 1.01, 8.06 and


                                      -45-
<PAGE>

                                    14.11, relating to the time, method and
                                    place of conducting any proceeding for any
                                    remedy available to the Trustee, or
                                    exercising any trust or power conferred upon
                                    the Trustee, under this Indenture with
                                    respect to the Securities of such series;
                                    and

                           (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 in the exercise of any of its
                                    rights or powers.

                  (d) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.

         Section 9.02. Certain Rights of Trustee.

                  Subject to the provisions of Section 9.01:

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

                  (b) any request or direction of the Company mentioned herein
will be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board will be sufficiently evidenced by a Board Resolution;

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

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

                  (e) the Trustee will be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses, and liabilities which might be incurred by it in compliance
with such request or direction;


                                      -46-
<PAGE>

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

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

                  (h) the Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred upon
it by this Indenture;

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

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

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

         Section 9.03. Not Responsible for Recitals or Issuance of Securities.

                  The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, may be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. The Trustee
or any Authenticating Agent will not be accountable for the use or application
by the Company of Securities or the proceeds thereof.


                                      -47-
<PAGE>

         Section 9.04. May Hold Securities.

                  The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar, or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 9.07 and 9.12, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar, or such other agent.

         Section 9.05. Money Held in Trust.

                  Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required herein or by law. The
Trustee will be under no liability for interest on any money received by it
hereunder except as otherwise agreed in writing with the Company.

         Section 9.06. Compensation and Reimbursement.

                  The Company will (a) pay to the Trustee from time to time such
compensation for all services rendered by it hereunder as the parties shall
agree from time to time (which compensation will not be limited to any provision
of law in regard to the compensation of a trustee of an express trust); (b)
except as otherwise expressly provided herein, reimburse the Trustee upon its
request for all reasonable expenses, disbursements, and advances incurred or
made by the Trustee in accordance with provision of this Indenture (including
the reasonable compensation and the expenses and disbursements of agents and
counsel), except any such expense, disbursement, or advance as may be
attributable to its negligence or willful misconduct; and (c) indemnify each of
the Trustee and any predecessor Trustee and their agents for, and hold them
harmless against, any and all loss, liability, claim, damage or expense,
including taxes (other than taxes based on the income of the Trustee) incurred
without negligence or willful misconduct on its part arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any
claim (whether asserted by the Company, any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder or in connection with enforcing the provisions of this Section.

                  The Trustee shall have a lien prior to the Securities as to
all property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 9.06, except with respect to funds
held in trust for the benefit of the Holders of particular Securities.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 8.01(vi) or Section
8.01(vii), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.

                  The provisions of this Section shall survive the termination
of this Indenture.


                                      -48-
<PAGE>

         Section 9.07. Disqualification; Conflicting Interests.

                  If the Trustee has or acquires a conflicting interest within
the meaning of the Trust Indenture Act, the Trustee will either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

         Section 9.08. Corporate Trustee Required; Eligibility.

                  There will at all times be one or more Trustees hereunder with
respect to the Securities of each series, at least one of which will be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000 and its Corporate Trust
Office or principal office in New York City, or any other major city in the
United States that is acceptable to the Company. If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of a supervising or examining state or Federal authority, then for the purposes
of this Section 9.08, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 9.08, it will resign
immediately in the manner and with the effect hereinafter specified in this
Article IX.

         Section 9.09. Resignation and Removal; Appointment of Successor.

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article IX will become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 9.10.

                  (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 9.10 shall not have been delivered to the Trustee within 30 calendar
days after the giving of such notice of resignation, the resigning Trustee may,
at the expense of the Company, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

                  (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company. If the instrument of acceptance by a successor Trustee required by
Section 9.10 shall not have been delivered to the Trustee within 30 calendar
days after the giving of such notice of removal, the Trustee being removed may,
at the expense of the Company, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

                  (d) If, at any time, (i) the Trustee fails to comply with
Section 9.07 after written request therefor by the Company or by any Holder who
has been a bona fide


                                      -49-
<PAGE>

Holder of a Security for at least six months, (ii) the Trustee ceases to be
eligible under Section 9.08 and fails to resign after written request therefor
by the Company or by any such Holder, or (iii) the Trustee becomes incapable of
acting or is adjudged a bankrupt or insolvent or a receiver of the Trustee or of
its property is appointed or any public officer takes charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation, or liquidation, then, in any such case, (A) the Company by a Board
Resolution may remove the Trustee with respect to all Securities or (B) subject
to Section 8.07, any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities and the appointment of a successor Trustee or
Trustees.

                  (e) If the Trustee resigns, is removed, or becomes incapable
of acting, or if a vacancy occurs in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company by a Board
Resolution will promptly appoint a successor Trustee or Trustees with respect to
the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there will be only one Trustee with
respect to the Securities of any particular series) and will comply with the
applicable requirements of Section 9.10. If, within one year after such
resignation, removal, or incapability or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series is appointed by
Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed will, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 9.10,
become the successor Trustee with respect to the Securities of such series and
to that extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 9.10, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, at the expense of the Company, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

                  (f) The Company will give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
to all holders of Securities of such series in the manner provided in Section
13.03. Each notice will include the name of the successor Trustee with respect
to the Securities of such series and the address of its Corporate Trust Office.

         Section 9.10. Acceptance of Appointment by Successor.

                  (a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so
appointed will execute, acknowledge, and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring


                                      -50-
<PAGE>

Trustee will become effective and such successor Trustee, without any further
act, deed, or conveyance, will become vested with all the rights, powers,
trusts, and duties of the retiring Trustee, but, on the request of the Company
or the successor Trustee, such retiring Trustee will, upon payment of its
charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers, and duties of the retiring Trustee and will duly
assign, transfer, and deliver to such Trustee all property and money held by
such retiring Trustee hereunder.

                  (b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee, and each successor Trustee with respect to the
Securities of one or more series will execute and deliver an indenture
supplemental hereto wherein such successor Trustee will accept such appointment
and which (i) will contain such provisions as may be necessary or desirable to
transfer and confirm to, and to vest in, each successor Trustee all the rights,
powers, trusts, and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (ii) if the retiring Trustee is not retiring with respect to
all Securities, will contain such provisions as may be deemed necessary or
desirable to confirm that all the rights, powers, trusts, and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring will continue to be vested in the
retiring Trustee, and (iii) will add to or change any of the provisions of this
Indenture as may be necessary to provide for or facilitate the administration of
the trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture will constitute such Trustees
co-trustees of the same trust and that each such Trustee will be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustees and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
will become effective to the extent provided therein and each such successor
Trustee, without any further act, deed, or conveyance, will become vested with
all the rights, powers, trusts, and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but on request of the Company or any successor
Trustee, such retiring Trustee will duly assign, transfer, and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

                  (c) Upon request of any such successor Trustee, the Company
will execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all applicable rights, powers, and trusts
referred to in the preceding paragraphs of this Section 9.10.

                  (d) No successor Trustee will accept its appointment unless at
the time of such acceptance such successor Trustee is qualified and eligible
under this Article IX.


                                      -51-
<PAGE>

         Section 9.11. Merger, Conversion, Consolidation, or Succession to
Business.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion, or consolidation to which the Trustee may be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, will be the successor of the Trustee hereunder,
provided such corporation is otherwise qualified and eligible under this Article
IX, without the execution or filing of any paper or any further act on the part
of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion, or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

         Section 9.12. Preferential Collection of Claims Against Company.

                  If and when the Trustee is or becomes a creditor of the
Company (or any other obligor upon the Securities), the Trustee will be subject
to the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

         Section 9.13. Appointment of Authenticating Agent.

                  (a) The Trustee may appoint an Authenticating Agent or Agents
with respect to one or more series of Securities which will be authorized to act
on behalf of the Trustee to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer, or partial
redemption thereof or pursuant to Section 2.07, and Securities so authenticated
will be entitled to the benefits of this Indenture and will be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference will be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any state thereof, or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or state authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section 9.13,
the combined capital and surplus of such Authenticating Agent will be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 9.13, such
Authenticating Agent will resign immediately in the manner and with the effect
specified in this Section 9.13.


                                      -52-
<PAGE>

                  (b) Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion, or consolidation to which such
Authenticating Agent may be a party, or any corporation succeeding to all or
substantially all the corporate agency or corporate trust business of an
Authenticating Agent, will continue to be an Authenticating Agent, provided such
corporation is otherwise eligible under this Section 9.13, without the execution
or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.

                  (c) An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions this Section 9.13, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and will mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder will
become vested with all the rights, powers, and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent will be appointed unless eligible under the
provisions of this Section 9.13.

                  (d) The Company agrees to pay to each Authenticating Agent
from time to time reasonable compensation for its services under this Section
9.13.

                  (e) If an appointment with respect to one or more series of
Securities is made pursuant to this Section 9.13, the Securities of such series
may have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative form of certificate of authentication in the
following form:

                  This is one of the Securities of the series designated therein
referred to in the within mentioned Indenture.


                                            The Bank of New York, as Trustee


Dated:______________                        By: ______________________________
                                                   As Authenticating Agent


                                            By: ______________________________
                                                   Authorized Signatory


                                      -53-
<PAGE>

         Section 9.14. Trustee's Application for Instructions from the Company.

                  Any application by the Trustee for written instructions from
the Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
three Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

                                   Article X.

                   SUPPLEMENTAL INDENTURES AND CERTAIN ACTIONS

         Section 10.01. Purposes for Which Supplemental Indentures May Be
Entered Into Without Consent of Holders.

                  Without the consent of or notice to any Holders, the Company,
when authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

                  (a) to evidence the succession of another Person to the
Company and the assumption by any such successor of the covenants of the Company
herein and in the Securities, all to the extent otherwise permitted hereunder;

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

                  (c) to add any additional Events of Default;

                  (d) to add to or change any of the provisions of this
Indenture to such extent as may be necessary to permit or facilitate the
issuance of Securities in bearer form, registrable or not registrable as to
principal, and with or without interest coupons, or to permit or facilitate the
issuance of Securities in uncertificated form;

                  (e) to add to, change, or eliminate any of the provisions of
this Indenture in respect of one or more series of Securities, provided that any
such addition, change, or elimination (i) will neither (A) apply to any Security
of any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (B) modify the rights of the
Holder of any such Security with respect to


                                      -54-
<PAGE>

such provision or (ii) will become effective only when there is no such Security
Outstanding;

                  (f) to establish the form or terms of Securities of any series
as permitted by Sections 2.01 and 2.02;

                  (g) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as may be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
9.10; or

                  (h) to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions
arising under this Indenture, provided that such action pursuant to this clause
(h) will not adversely affect the interests of the Holders of Securities of any
series in any material respect.

         Section 10.02. Modification of Indenture with Consent of Holders of at
Least a Majority in Principal Amount of Outstanding Securities.

                  (a) With the consent of the Holders of a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however
that no such supplemental indenture will, without the consent of the Holder of
each Outstanding Security affected thereby:

                  (i) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable upon the redemption thereof, or reduce the amount of the
         principal of an Original Issue Discount Security that would be due and
         payable upon a declaration of acceleration of the Maturity thereof
         pursuant to Sections 8.01(b), or change any Place of Payment where, or
         the coin or currency in which, any Security or any premium or interest
         thereon is payable, or impair the right to institute suit for the
         enforcement of any such payment on or after the Stated Maturity thereof
         (or, in the case of redemption, on or after the Redemption Date);

                  (ii) reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of the Holders of
         which is required for any such supplemental indenture, or the consent
         of the Holders of which is required for any waiver (of compliance with
         certain provisions of this Indenture or certain defaults hereunder and
         their consequences) provided for in this Indenture; or


                                      -55-
<PAGE>

                  (iii) modify any of the provisions of this Section 10.02,
         Section 8.01(d) or Section 6.09, except to increase the percentage in
         principal amount of Holders required under any such Section or to
         provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each
         Outstanding Security affected thereby, provided, however that this
         clause (c) will not be deemed to require the consent of any Holder with
         respect to changes in the references to "the Trustee" and concomitant
         changes in this Section 10.02 and Section 6.09, or the deletion of this
         proviso, in accordance with the requirements of Sections 9.10 and
         10.01(g).

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

                  (c) It will not be necessary for any Act of Holders under this
Section 10.02 to approve the particular form of any proposed supplemental
indenture, but it will be sufficient if such Act approves the substance thereof.

         Section 10.03. Execution of Supplemental Indentures.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article X or the modifications
thereby of the trusts created by this Indenture, the Trustee will be entitled to
receive, and (subject to Section 9.01) will be fully protected in relying upon,
an Officer's Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but will not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties, or immunities under
this Indenture or otherwise.

         Section 10.04. Effect of Supplemental Indentures.

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

         Section 10.05. Conformity with Trust Indenture Act.

                  Every supplemental indenture executed pursuant to this Article
X will conform to the requirements of the Trust Indenture Act.

         Section 10.06. Reference in Securities to Supplemental Indentures.

                  Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article X may, and will
if required by the


                                      -56-
<PAGE>

Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                  Article XI.

                    CONSOLIDATION, MERGER, SALE, OR TRANSFER

         Section 11.01. Consolidations and Mergers of Company and Sales
Permitted Only on Certain Terms.


                  (a) The Company shall not consolidate with or merge with or
into any other Person, or transfer (by lease, assignment, sale, or otherwise)
all or substantially all of its properties and assets to one or more Persons
unless (i) either (A) the Company shall be the continuing or surviving Person in
such a consolidation or merger or (B) the Person or Persons (if other than the
Company) formed by such consolidation or into which the Company is merged or to
which all or substantially all of the properties and assets of the Company are
transferred (the Company or such other Person or Persons being referred to as
the "Surviving Person") shall be a corporation organized and validly existing
under the laws of the United States, any state thereof, or the District of
Columbia, and shall expressly assume or have the parent corporation thereof
expressly assume, by an indenture supplement, all the obligations of the Company
under the Securities and the Indenture, (ii) immediately after the transaction
and the incurrence or anticipated incurrence of any Indebtedness to be incurred
in connection therewith, no Default will exist, and (iii) an Officer's
Certificate has been delivered to the Trustee to the effect that the conditions
set forth in the preceding clauses (i) and (ii) have been satisfied and an
Opinion of Counsel (from a counsel who shall not be an employee of the Company)
has been delivered to the Trustee to the effect that the conditions set forth in
the preceding clause (i) have been satisfied.


                  (b) The Surviving Person will succeed to and be substituted
for the Company with the same effect as if it had been named herein as a party
hereto, and thereafter the predecessor corporation will be relieved of all
obligations and covenants under this Indenture and the Securities.

                                  Article XII.

                     SATISFACTION AND DISCHARGE OF INDENTURE

         Section 12.01. Satisfaction and Discharge of Indenture.

                  This Indenture will upon a Company Request cease to be of
further effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, will execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when: (a) either (i) all
Securities theretofore authenticated and delivered (other than (A)


                                      -57-
<PAGE>

Securities which have been destroyed, lost, or stolen and which have been
replaced or paid as provided in Section 2.07 and (B) Securities for the payment
of which money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 6.03) have been delivered to the Trustee for
cancellation or (ii) all such Securities not theretofore delivered to the
Trustee for cancellation (A) have become due and payable, (B) will become due
and payable at their Stated Maturity within one year, or (C) are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company, and the Company, in the case of clause (A), (B), or (C)
above, has deposited or caused to be deposited with the Trustee as trust funds
in trust for such purpose an amount sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal and any premium and interest to the date of such
deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be; (b) the Company has paid
or caused to be paid all other sums payable hereunder by the Company; and (c)
the Company has delivered to the Trustee an Officer's Certificate and an Opinion
of Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture have been
satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 9.06, the obligations of
the Company to any Authenticating Agent under Section 9.13, and, if money shall
have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of
this Section 12.01, the obligations of the Trustee under Sections 6.03(e) and
12.02, will survive.

         Section 12.02. Application of Trust Money.

                  Subject to provisions of Section 6.03(e), all money deposited
with the Trustee pursuant to Section 12.01 will be held in trust and applied by
it, in accordance with the provisions of the Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and any premium and interest for whose
payment such money has been deposited with the Trustee.

                                 Article XIII.

                                  SUBORDINATION

         Sections 13.01 through 13.09. Reserved. [Covenants and other
subordination provisions vary from issue to issue.]

         Section 13.10.  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. Failure to give such notice
shall not affect the


                                      -58-
<PAGE>

subordination of the Securities to Senior Indebtedness. Notwithstanding the
provisions of this or any other provision of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts which would prohibit
the making of any payment to or by the Trustee in respect of the Securities,
unless and until the Trustee shall have received written notice thereof at the
address specified in Section 14.02 from the Company or a holder of Senior
Indebtedness or from any trustee or agent therefor; and, prior to the receipt of
any such written notice, the Trustee, subject to the provisions of Section 9.01,
shall be entitled in all respects to assume that no such facts exist; provided,
however, that if a Responsible Officer of the Trustee shall not have received,
at least three Business Days prior to the date upon which by the terms hereof
any such money may become payable for any purpose (including, without
limitation, the payment of the Principal Amount, Issue Price, accrued Original
Issue Discount, Redemption Price, Purchase Price, Change in Control Purchase
Price or interest, if any, as the case may be, in respect of any Security), the
notice with respect to such money provided for in this Section 1010, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it within three Business Days
prior to such date.

                  Subject to the provisions of Section 9.01, the Trustee shall
be entitled to rely on the delivery to it of a written notice by a person
representing himself to be a holder of Senior Indebtedness (or a trustee or
agent on behalf of such holder) to establish that such notice has been given by
a holder of Senior Indebtedness (or a trustee or agent on behalf of any such
holder). In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article, 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, and if such evidence is not furnished, the
Trustee may defer any payment which it may be required to make for the benefit
of such person pursuant to the terms of this Indenture pending judicial
determination as to the rights of such person to receive such payment.

         SECTION 13.11. Reliance on Judicial Order or Certificate of Liquidating
Agent.

                  Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the provisions of Section
9.01, and the Holders of the Securities shall be entitled to conclusively rely
upon any order or decree entered by any court of competent jurisdiction in which
such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, liquidating trustee, Custodian,
receiver, assignee for the benefit of creditors, agent or other person making
such payment or distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the persons entitled to participate
in such payment or distribution, the


                                      -59-
<PAGE>

holders of 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.

         SECTION 13.12. Trustee Not Fiduciary for Holders of Senior
Indebtedness.

                  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness and shall not be liable to any such holders
if 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 or otherwise. With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article and no
implied covenants or obligations with respect to holders of Senior Indebtedness
shall be read into this Indenture against the Trustee.

         SECTION 13.13 Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights.

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

                  Nothing in this Article shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 9.06.

                                  Article XIV.

                            MISCELLANEOUS PROVISIONS

         Section 14.01. Successors and Assigns of Company Bound by Indenture.

                  All the covenants, stipulations, promises, and agreements in
this Indenture contained by or on behalf of the Company will bind its successors
and assigns, whether so expressed or not.

         Section 14.02. Service of Required Notice to Trustee and Company.

                  Any request, demand, authorization, direction, notice,
consent, waiver, Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with (a) the Trustee
by any Holder or by the Company will be sufficient for every purpose hereunder
if made, given, furnished, or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: Corporate Trust Administration or (b) the
Company by the Trustee or by any Holder will be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company addressed to it at


                                      -60-
<PAGE>

_____________, Attention: __________, or at any other address previously
furnished in writing to the Trustee by the Company.

         Section 14.03. Service of Required Notice to Holders; Waiver.

                  Where this Indenture provides for notice to Holders of any
event, such notice will be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date (if any, and not earlier than the earliest date
(if any), prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder will affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver will be the equivalent of such notice. Waivers of notice by Holders
will be filed with the Trustee, but such filing will not be a condition
precedent to the validity of any action taken in reliance upon such waiver. In
case by reason of the suspension of regular mail service or by reason of any
other cause it will be impracticable to give such notice by mail, then such
notification as may be made with the approval of the Trustee will constitute a
sufficient notification for every purpose hereunder.

         Section 14.04. Indenture and Securities to be Construed in Accordance
with the Laws of the State of New York.

                  This Indenture and the Securities will be deemed to be a
contract made under the laws of the State of New York, and for all purposes will
be construed in accordance with the laws of said State without giving effect to
principles of conflicts of laws of such State.

         Section 14.05. Compliance Certificates and Opinions.

                  Upon any application or demand by the Company to the Trustee
to take any action under any of the provisions of this Indenture, the Company
shall furnish to the Trustee an Officer's Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such document is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

                  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee 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


                                      -61-
<PAGE>

certificate or opinion are based; (3) a statement that, in the opinion of such
person, he or she has made such examination or investigation as is necessary to
enable him or her 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.

         Section 14.06. Form of Documents Delivered to Trustee.

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents. Where any
Person is required to make, give, or execute two or more applications, requests,
consents, certificates, statements, opinions, or other instruments under this
Indenture, they may, but need not, be consolidated and form one instrument.

         Section 14.07. Payments Due on Non-Business Days.

                  In any case where any Interest Payment Date, Redemption Date,
or Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of the Securities of any series which
specifically states that such provision will apply in lieu of this Section
14.07)) payment of interest or principal (and premium, if any) need not be made
at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or Redemption Date, or at the Stated Maturity,
provided that no interest will accrue for the period from and after such
Interest Payment Date, Redemption Date, or Stated Maturity, as the case may be.

         Section 14.08. Provisions Required by Trust Indenture Act to Control.

                  If any provision of this Indenture limits, qualifies, or
conflicts with the duties imposed on any Person by Sections 310 to and including
317 of the Trust Indenture Act (including provisions automatically deemed
included in this Indenture pursuant to the Trust Indenture Act unless this
Indenture provides that such provisions are excluded), which are deemed to be a
part of and govern this Indenture, whether or not contained herein, then such
imposed duties will control.

         Section 14.09. Invalidity of Particular Provisions.

                  In case any one or more of the provisions contained in this
Indenture or in the Securities is for any reason held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
will not affect any other provision of this Indenture or of the Securities, but
this Indenture and such Securities will be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.


                                      -62-
<PAGE>

         Section 14.10. Indenture May be Executed In Counterparts.

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

         Section 14.11. Acts of Holders; Record Dates.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver, or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action will become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent will be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section 14.11.

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

                  (c) The ownership of Securities will be proved by the Security
Register.

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

                  (e) The Company may, in the circumstances permitted by the
Trust Indenture Act, set any day as the record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to give
or take any request, demand, authorization, direction, notice, consent, waiver,
or other action provided or permitted by this Indenture to be given or taken by
Holders of Securities of such series. With regard to any record date set
pursuant to this paragraph, the Holders of Outstanding Securities of


                                      -63-
<PAGE>

the relevant series on such record date (or their duly appointed agents), and
only such Persons, will be entitled to give or take the relevant action, whether
or not such Holders remain Holders after such record date. With regard to any
action that may be given or taken hereunder only by Holders of a requisite
principal amount of Outstanding Securities of any series (or their duly
appointed agents) and for which a record date is set pursuant to this paragraph,
the Company may, at its option, set an expiration date after which no such
action purported to be given or taken by any Holder will be effective hereunder
unless given or taken on or prior to such expiration date by Holders of the
requisite principal amount of Outstanding Securities of such series on such
record date (or their duly appointed agents). On or prior to any expiration date
set pursuant to this paragraph, the Company may, on one or more occasions at its
option, extend such date to any later date. Nothing in this paragraph will
prevent any Holder (or any duly appointed agent thereof) from giving or taking,
after any such expiration date, any action identical to, or, at any time,
contrary to or different from, the action or purported action to which such
expiration date relates, in which event the Company may set a record date in
respect thereof pursuant to this paragraph. Nothing in this Section 14.11(e)
will be construed to render ineffective any action taken at any time by the
Holders (or their duly appointed agents) of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is so
taken. Notwithstanding the foregoing or the Trust Indenture Act, the Company
will not set a record date for, and the provisions of this Section 14.11(e) will
not apply with respect to, any notice, declaration, or direction referred to in
the next paragraph.

                  (f) Upon receipt by the Trustee from any Holder of Securities
of a particular series of (a) any notice of default or breach referred to in
Section 8.01(a)(iv) or 8.01(a)(v) with respect to Securities of such series, if
such default or breach has occurred and is continuing and the Trustee shall not
have given such notice to the Company, (b) any declaration of acceleration
referred to in Section 8.01(b), if an Event of Default with respect to
Securities of such series has occurred and is continuing and the Trustee shall
not have given such a declaration to the Company, or (c) any direction referred
to in Section 8.06 with respect to Securities of such series, if the Trustee
shall not have taken the action specified in such direction, then a record date
will automatically and without any action by the Company or the Trustee be set
for determining the Holders of Outstanding Securities of such series entitled to
join in such notice, declaration, or direction, which record date will be the
close of business on the tenth calendar day following the day on which the
Trustee receives such notice, declaration, or direction. Promptly after such
receipt by the Trustee, and in any case not later than the fifth calendar day
thereafter, the Trustee will notify the Company and the Holders of Outstanding
Securities of such series of any such record date so fixed. The Holders of
Outstanding Securities of such series on such record date (or their duly
appointed agents), and only such Persons, will be entitled to join in such
notice, declaration, or direction, whether or not such Holders remain Holders
after such record date; provided that, unless such notice, declaration, or
direction shall have become effective by virtue of Holders of the requisite
principal amount of Outstanding Securities of such series on such record date
(or their duly appointed agents) having joined therein on or prior to the 90th
calendar day after such record date, such notice, declaration, or direction will
automatically and without any action by any Person be cancelled and of no
further effect. Nothing in this


                                      -64-
<PAGE>

Section 14.11(f) will be construed to prevent a Holder (or a duly appointed
agent thereof) from giving, before or after the expiration of such 90-day
period, a notice, declaration, or direction contrary to or different from, or,
after the expiration of such period, identical to, the notice, declaration, or
direction to which such record date relates, in which event a new record date in
respect thereof will be set pursuant to this Section 14.11(f). Nothing in this
Section 14.11(f) will be construed to render ineffective any notice,
declaration, or direction of the type referred to in this Section 14.11(f) given
at any time to the Trustee and the Company by Holders (or their duly appointed
agents) of the requisite principal amount of Outstanding Securities of the
relevant series on the date such notice, declaration, or direction is so given.

                  (g) Without limiting the foregoing, a Holder entitled
hereunder to give or take any action hereunder with regard to any particular
Security may do so with regard to all or any part of the principal amount of
such Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any different part of such
principal amount.

         Section 14.12. Effect of Headings and Table of Contents.

                  The Article and Section headings herein and the Table of
Contents are for convenience only and will not affect the construction hereof.

         Section 14.13. Benefits of Indenture.

                  Nothing in this Indenture or in the Securities, express or
implied, will give to any Person, other than the parties hereto and their
successors hereunder and the Holders any benefit or any legal or equitable
right, remedy, or claim under this Indenture.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, all as of the day and year first above written.


                                       RPM, Inc.



                                       By: _________________________________
                                       Name: _______________________________
                                       Title: ______________________________


                                       The Bank of New York, as Trustee



                                       By: _________________________________
                                       Name: _______________________________
                                       Title: ______________________________


                                      -65-