<PAGE>
                                                                     EXHIBIT 4.2


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

                   INTEGRATED PROCESS EQUIPMENT CORP., Company

                         SPEEDFAM-IPEC, INC., Guarantor

                                       and

            STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N. A.
                                    Trustee

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

                          FIRST SUPPLEMENTAL INDENTURE

                            Dated as of April 6,1999

                                       To

                                    INDENTURE

                          Dated as of September 15,1997

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

                                   Relating to

                       Integrated Process Equipment Corp.

                      6 1/4% Convertible Subordinated Notes
                                    due 2004

                     --------------------------------------
<PAGE>
         This FIRST SUPPLEMENTAL INDENTURE, dated as of the 6th day of April,
1999, by and among INTEGRATED PROCESS EQUIPMENT CORP., a corporation duly
organized and existing under the laws of the State of Delaware (the "Company")
SPEEDFAM-IPEC, INC., a corporation duly organized and existing under the laws of
the State of Illinois (the "Guarantor"), and STATE STREET BANK AND TRUST COMPANY
OF CALIFORNIA, N. A., a national banking association organized under the laws of
the United States of America, and trustee under the Indenture (as hereinafter
defined) (the "Trustee").

                                   WITNESSETH:

         WHEREAS, the Company and the Trustee have heretofore entered into that
certain Indenture, dated as of September 15, 1997, providing for the issuance of
6 1/4% Convertible Subordinated Debentures due 2004 (the "Notes"), in the
aggregate principal amount not to exceed $115,000,000 (such Indenture, as
further supplemented or amended in accordance with its terms, herein the
"Indenture");

         WHEREAS, the Company, SpeedFam, Inc., a Delaware corporation ("Merger
Sub"), and the Guarantor have entered into an Agreement and Plan of Merger,
dated as of November 19, 1998, as amended (the "Merger Agreement"), pursuant to
which Merger Sub will merge (the "Merger") with and into the Company, and the
Company will then become a wholly-owned subsidiary of the Guarantor, and each
share of the Company's Common Stock outstanding immediately prior to the
effective time of the Merger (the "Effective Time") will be converted into the
right to receive 0.71 shares of Common Stock of the Guarantor in accordance with
the terms of the Merger Agreement;

         WHEREAS, Section 15.6 of the Indenture provides that, "If any of the
following events occur, namely (i) any reclassification or change of the
outstanding shares of Common Stock (other than a subdivision or combination to
which Section 15.5(c) applies), (ii) any consolidation, merger or combination
of the Company with another corporation as a result of which holders of Common
Stock shall be entitled to receive stock, securities or other property or assets
(including cash) with respect to or in exchange for such Common Stock, or (iii)
any sale or conveyance of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation as a result of which
holders of Common Stock shall be entitled to receive stock, securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock, then the Company or the successor or purchasing corporation, as
the case may be, shall execute with the Trustee a supplemental indenture (which
shall comply with the Trust Indenture Act as in force at the date of execution
of such supplemental indenture) providing that such Note shall be convertible
into the kind and amount of shares of stock and other securities or property or
assets (including cash) receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance by a holder of a number
of shares of Common Stock issuable upon conversion of such Notes (assuming, for
such purposes, a sufficient number of authorized shares of Common Stock
available to convert all such Notes) immediately prior to such reclassification,
change, consolidation, merger, combination, sale or conveyance assuming such
holder of Common Stock did not exercise his rights of election, if any, as
<PAGE>
to the kind or amount of securities, cash or other property receivable upon such
consolidation, merger, statutory exchange, sale or conveyance (provided that, if
the kind or amount of securities, cash or other property receivable upon such
consolidation, merger, statutory exchange, sale or conveyance is not the same
for each share of Common Stock in respect of which such rights or election shall
not have been exercised ("nonelecting share")), then for purposes, of this
Section 15.6 the kind and amount of securities, cash or other property
receivable upon such consolidation, merger, statutory exchange, sale or
conveyance for each non-electing share shall be deemed to be the kind and amount
so receivable or share by a plurality if the non-electing shares. Such
supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Article;"

         WHEREAS, Section 12.1 of the Indenture permits the Company to merge
with another corporation provided certain conditions are satisfied;

         WHEREAS, the Guarantor is willing to guarantee, on a subordinated basis
as set forth more fully herein, the payment of the principal of, premium, if
any, and interest on the Notes in order to preserve the exemption available
under Section 3 (a)(9) of the Securities Act for the conversion of Notes into
Common Stock;

         WHEREAS, Section 11.1 of the Indenture authorizes the Company, with the
consent of the Trustee, to supplement or amend the Indenture to comply with
Section 15.6 hereof and to correct or supplement provisions of or make other
provisions with respect to matters or questions arising under the Indenture that
do not adversely affect the rights of any Noteholder;

         WHEREAS, the Company and the Guarantor desire to execute a supplemental
indenture that complies with Section 11.1 of the Indenture;

         WHEREAS, all acts and things necessary to make this First Supplemental
Indenture a valid and binding agreement for the purposes and objects herein
expressed have been duly done and performed, and the execution of this First
Supplemental Indenture have been, in all respects, duly authorized;

         WHEREAS, the foregoing recitals are made as representations or
statements of fact by the Company or the Guarantor, as applicable, and not by
the Trustee; and

         WHEREAS, the Trustee is authorized by Section 11.1 of the Indenture to
execute this First Supplemental Indenture without the consent of the holders of
the Notes;

         NOW, THEREFORE, in consideration of the premises and of other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company
and the Guarantor hereby covenant and agree with the Trustee, for the equal and
proportionate benefit of the respective holders from time to time of the Notes,
as follows:

                                       -2-
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                                    ARTICLE I

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 1.1 The [Form of Face of Note] in the Indenture is hereby
amended by deleting the reference to "Common Stock of the Company" that appears
in the second paragraph thereof and inserting in lieu thereof the words "Common
Stock."

         SECTION 1.2 The [Form of Reverse of Note] in the Indenture is hereby
amended by:

                  (a) Deleting the reference to "Common Stock of the Company" in
the third paragraph thereof and inserting in lieu thereof the words "Common
Stock;"

                  (b) Deleting the reference to "Company's Common Stock" that
appears in the twelfth paragraph thereof and inserting in lieu thereof the words
"Common Stock;"

                  (c) Deleting the reference to "Common Stock of the Company"
that appears in the thirteenth paragraph thereof and inserting in lieu thereof
the words "Common Stock;" and

                  (d) Deleting the sixteenth paragraph and inserting in lieu
thereof the following paragraph:

                  No recourse for the payment of the principal of or any premium
         or interest on this Note, or for any claim based hereon or otherwise in
         respect hereof, and no recourse under or upon any obligation, covenant
         or agreement of the Company or the Guarantor in the Note or any
         indenture supplemental thereto or in any Note, or because of the
         creation of any indebtedness represented thereby or the guarantee by
         the Guarantor thereof, shall be had against any incorporator,
         stockholder, officer or director, as such, past, present or future, of
         the Company or the Guarantor or of any respective successor
         corporation, either directly or through the Company or the Guarantor or
         any respective successor corporation, whether by virtue of any
         constitution, statute or rule of law or by the enforcement of any
         assessment or penalty or otherwise, all such liability being, by the
         acceptance hereof and as part of the consideration for the issue
         hereof, expressly waived and released; provided, however, that the
         foregoing shall not affect or impair the obligations of the Guarantor
         hereunder.

         SECTION 1.3 The [Form of Conversion Notice] in the Indenture is hereby
amended by deleting the phrase "Common Stock of Integrated Process Equipment
Corp." and inserting in lieu thereof the words "Common Stock."

         SECTION 1.4 The terms defined in this Section 1.4 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this First Supplemental Indenture shall have the respective meanings
specified in this Section 1.4. All other terms used in this First Supplemental
Indenture which are defined in the Indenture, the Trust Indenture Act or which
are by reference therein defined in the Securities Act (except as herein
otherwise expressly provided or unless the context otherwise requires) shall
have the meanings assigned to such terms in said Trust

                                       -3-
<PAGE>
Indenture Act and in said Securities Act as in force at the date of the
execution of this First Supplemental Indenture. The words "herein," "hereof" and
"hereunder," and words of similar import, refer to this First Supplemental
Indenture as a whole and not to any particular Article, Section or other
Subsection. The terms defined in this Article include the plural as well as the
singular.

                  (a) The definitions of the following words contained in
Section 1.1 of the Indenture, are hereby amended by deleting them in their
entirety and inserting in lieu thereof the following respective definitions:

                  COMMON STOCK: The term "Common Stock" shall mean any stock of
         any class of Guarantor which has no preference in respect of dividends
         or of amounts payable in the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the Guarantor and which is
         not subject to redemption by the Guarantor. Subject to the provisions
         of Section 15.6, however, shares issuable on conversion of Notes shall
         include only shares of the class designated as Common Stock of the
         Guarantor at the date of this First Supplemental Indenture or shares of
         any class or classes resulting from any reclassification or
         reclassifications thereof and which have no preference in respect of
         dividends or of amounts payable in the event of any voluntary or
         involuntary liquidation, dissolution or winding up of the Guarantor and
         which are not subject to redemption by the Guarantor, provided that if
         at any time there shall be more than one such resulting class, the
         shares of each such class then so issuable shall be substantially in
         the proportion which the total number of shares of such class resulting
         from all such reclassifications bears to the total number of shares of
         all such classes resulting from all such reclassifications.

                  REFERENCE MARKET PRICE: The term "Reference Market Price"
         shall initially mean $28.17, and in the event of any adjustment to the
         Conversion Price pursuant to Sections 15.5(a), (b), (c), (d), (e) (f)
         or (g), the Reference Market Price shall also be adjusted so that the
         ratio of the Reference Market Price to the Conversion Price after
         giving effect to any such adjustment shall always be the same as the
         ratio of $28.17 to the Conversion Price specified in the form of Note
         herein above set forth (without regard to any adjustment thereto).

                  (b) Section 1.1 of the Indenture is hereby amended to add the
following definitions:

                  DESIGNATED GUARANTOR SENIOR INDEBTEDNESS: The term "Designated
         Guarantor Senior Indebtedness" shall mean Guarantor Senior Indebtedness
         under the Guarantor Loan Agreement or any other particular Guarantor
         Senior Indebtedness in which the instrument creating or evidencing the
         same or the assumption or guarantee thereof (or related agreements or
         documents to which the Company is a party) expressly provides that such
         Guarantor Senior Indebtedness shall be "Designated Guarantor Senior
         Indebtedness" for purposes of this Indenture (provided that such
         instrument, agreement or other document may place limitations and
         conditions on the right of such Guarantor Senior Indebtedness to
         exercise the rights of Designated Guarantor Senior Indebtedness). If
         any payment made to any holder of any Designated Guarantor Senior
         Indebtedness or its Representative with respect to such Designated
         Guarantor Senior Indebtedness is rescinded or must otherwise be
         returned by such

                                       -4-
<PAGE>
         holder or Representative upon the insolvency, bankruptcy or
         reorganization of the Guarantor or otherwise, the reinstated
         Indebtedness of the Guarantor arising as a result of such rescission or
         return shall constitute Designated Guarantor Senior Indebtedness
         effective as of the date of such rescission or return.

                  GUARANTOR: The term "Guarantor" shall mean SpeedFam-Ipec,
         Inc., an Illinois corporation, and shall include its successors and
         assigns.

                  GUARANTOR LOAN AGREEMENT: The term "Guarantor Loan Agreement"
         shall mean the credit facility to be entered into between the Guarantor
         and First Chicago Capital Markets, Inc., a Bank One company, as further
         amended, amended and restated, supplemented or otherwise modified from
         time to time.

                  GUARANTOR SENIOR INDEBTEDNESS: The term "Guarantor Senior
         Indebtedness" shall mean the principal of, premium, if any, and
         interest on, and any other payment due pursuant to the terms of any
         instrument (including, without limitation, fees, expenses, collection
         expenses (including attorneys' fees), interest yield amounts,
         post-petition interest and taxes) creating, securing or evidencing any
         of the following, whether outstanding at the date hereof or hereafter
         incurred or created:

                           (a)     all indebtedness of the Guarantor for money
                  borrowed (including any indebtedness secured by a mortgage,
                  conditional sales contract or other lien which is (i) given to
                  secure all or part of the purchase price of property subject
                  thereto, whether given to the vendor of such property or to
                  another or (ii) existing on property at the time of
                  acquisition thereof);

                           (b)     all indebtedness of the Guarantor evidenced
                  by notes, debentures, bonds or other similar instruments;

                           (c)      all indebtedness or other obligations of the
                  Guarantor with respect to interest rate swap agreements, cap,
                  floor and collar agreements, spot and forward contracts, and
                  similar agreements and arrangements;

                           (d)     all indebtedness or other obligations of the
                  Guarantor with respect to letters of credit (including
                  reimbursement obligations with respect thereto), bank
                  guarantees and bankers' acceptances;

                           (e)     all lease obligations of the Guarantor which
                  are capitalized on the books of the Guarantor in accordance
                  with generally accepted accounting principles;

                           (f)     all indebtedness of others of the kinds
                  described in the preceding clauses (a), (b), (c) or (d) and
                  all lease obligations of others of the kind described in the
                  preceding clause (e) assumed by or guaranteed in any manner by
                  the Guarantor or in effect guaranteed by the Guarantor through
                  an agreement to purchase, contingent or otherwise; and

                                       -5-
<PAGE>
                           (g)     all renewals, extensions or refundings of
                  indebtedness of the kinds described in any of the preceding
                  clauses (a), (b), (c), (d)} or (f) and all renewals or
                  extensions of lease obligations of the kinds described in
                  either of the preceding clauses (e) or (f);

unless, in the case of a particular indebtedness, lease, renewal, extension or
refunding, the instrument or lease creating or evidencing the same or the
assumption or guarantee of the same expressly provides that such indebtedness,
lease, renewal, extension or refunding is not superior in right of payment to or
is pari passu with or is subordinated or junior to, the Guarantor's obligations
under the Guaranty. Notwithstanding the foregoing, Guarantor Senior Indebtedness
shall not include; (i) indebtedness evidenced by the Guaranty or otherwise in
respect of the Notes; (ii) any indebtedness or lease obligation of any kind of
the Guarantor to any subsidiary of the Guarantor; and (iii) indebtedness for
trade payables or constituting the deferred purchase price of assets or services
created or assumed by the Guarantor in the ordinary course of business.

                  GUARANTY: The term "Guaranty" shall mean the guarantee of the
         Guarantor pursuant to Section 17.1 hereof,

                  SUBSIDIARY: The term "subsidiary" of any specified person
         shall mean (i) a corporation a majority of whose capital stock with
         voting power under ordinary circumstances, to elect directors is at the
         time directly or indirectly owned by such person, or (ii) any other
         person (other than a corporation) in which such person or such person
         and a subsidiary or subsidiaries of such person or a subsidiary or
         subsidiaries of such person directly or indirectly, at the date of
         determination thereof, has at least majority ownership.

                                   ARTICLE II

                              CONVERSION OF NOTES

         SECTION 2.1 As a result of the Merger and without any action on the
part of the holder of any Note, on and after the Effective Time each $1,000
principal amount of Notes shall be convertible into shares of Common Stock of
the Guarantor, in accordance with the provisions of Article XV of the Indenture,
at an initial Conversion Price per share of $54.93, such Conversion Price being
subject to subsequent adjustment after the Effective Time in accordance with the
provisions of Article XV of the Indenture.

         SECTION 2.2 Section 15.2 of the Indenture is hereby amended by adding
the words "or shall cause the Guarantor to" immediately after the words "the
Company shall" that appear in the first sentence of the third paragraph thereof.

         SECTION 2.3 Subsections (a) through (g) of Section 15.5 of the
Indenture are hereby amended by deleting all references therein to "the Company"
and inserting in lieu thereof "the Guarantor."

                                       -6-
<PAGE>
         SECTION 2.4 Section 15.6 of the Indenture is hereby amended by deleting
the first paragraph of such Section in its entirety and inserting in lieu
thereof the following:

                  SECTION 15.6 EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER
         OR SALE. If any of the following events occur, namely (i) any
         reclassification or change of outstanding shares of Common Stock (other
         than a subdivision or combination to which Section 15.5 (c) applies),
         (ii) any consolidation, merger or combination of the Guarantor with
         another corporation as a result of which holders of Common Stock shall
         be entitled to receive stock, securities or other property or assets
         (including cash) with respect to or in exchange for such Common Stock,
         or (iii) any sale or conveyance of the properties and assets of the
         Guarantor as, or substantially as, an entirety to any other corporation
         as a result of which holders of Common Stock shall be entitled to
         receive stock, securities or other property or assets (including cash)
         with respect to or in exchange for such Common Stock, then the Company
         or the successor or purchasing corporation, as the case may be, shall
         execute the Trustee a supplemental indenture (which shall conform to
         the Trust Indenture Act as in force at the date of execution of such
         supplemental indenture) providing that such Note shall be convertible
         into the kind and amount of shares of stock and other securities or
         property or assets (including cash) receivable upon such
         reclassification, change, consolidation, merger, combination, sale or
         conveyance by a holder of a number of shares of Common Stock issuable
         upon conversion of such Notes (assuming, for such purposes, a
         sufficient number of authorized shares of Common Stock available to
         convert all such Notes) immediately prior to such reclassification,
         change, consolidation, merger, combination, sale or conveyance assuming
         such holder of Common Stock did not exercise his rights of election, if
         any, as to the kind or amount of securities, cash or other property
         receivable upon such consolidation, merger, statutory exchange, sale or
         conveyance (provided that, if the kind or amount of securities, cash or
         other property receivable upon such consolidation, merger, statutory
         exchange, sale or conveyance is not the same for each share of Common
         Stock in respect of which such rights or election shall not have been
         exercised ("nonelecting share")), then for purposes of this Section
         15.6 the kind and amount of securities, cash or other property
         receivable upon such consolidation, merger, statutory exchange, sale or
         conveyance for each non-electing share shall be deemed to be the kind
         and amount so receivable or share by a plurality if the non-electing
         shares. Such supplemental indenture shall provide for adjustments
         which shall be as nearly equivalent as may be practicable to the
         adjustments provided for in this Article.

         SECTION 2.5 Section 15.8 of the Indenture is hereby amended by
deleting such Section' in its entirety and inserting in lieu thereof the
following:

                  SECTION 15.8 RESERVATION OF SHARES; SHARES TO BE FULLY PAID;
         COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS; LISTING OF COMMON STOCK. The
         Company shall use its best efforts to (a) cause the Guarantor to
         provide, free from preemptive rights, out of its authorized but
         unissued shares or shares held in treasury or (b) otherwise make
         available sufficient shares to provide for the conversion of the Notes
         from time to time as such Notes are presented for conversion.

                                       -7-
<PAGE>
                  Before the taking of any action by the Guarantor which would
         cause an adjustment reducing the Conversion Price below the then par
         value, if any, of the shares of Common Stock issuable upon conversion
         of the Notes, the Company shall cause the Guarantor to take all
         corporate action which may, in the opinion of the Company's counsel, be
         necessary in order that the shares of Common Stock issuable or
         otherwise deliverable upon conversion of the Notes may be validly and
         legally issued or delivered (as the case may be) at such adjusted
         Conversion Price.

                  The Company covenants that all shares of Common Stock which
         may be issued or otherwise delivered upon conversion of Notes will,
         when so issued or delivered, be fully paid and nonassessable by the
         Guarantor and the Company and free from all taxes, liens and charges
         with respect to the issue or delivery thereof.

                  The Company covenants that if any shares of Common Stock to be
         provided for the purpose of conversion of Notes hereunder require
         registration with or approval of any governmental authority under any
         federal or state law before such shares may be validly issued upon
         conversion, the Company will in good faith and as expeditiously as
         possible endeavor to secure such registration or approval, as the case
         may be.

                  The Company further covenants that if at any time Common Stock
         shall be listed on the Nasdaq National Market or any other national
         securities exchange or automated quotation system the Company will, or
         shall cause the Guarantor to, if permitted by the rules of such
         exchange or automated quotation system, list and keep listed so long as
         the Common Stock shall be so listed on such exchange or automated
         quotation system, all Common Stock issuable upon conversion of the
         Notes; provided, however, that if rules of such exchange or automated
         quotation system permit the Company or the Guarantor to defer the
         listing of such Common Stock until the first conversion of the Notes
         into Common Stock in accordance with the provisions of this Indenture,
         the Company covenants to list such Common Stock issuable upon
         conversion of the Notes in accordance with the requirements of such
         exchange or automated quotation system at such time.

         SECTION 2.6 Section 15.10 of the Indenture is hereby amended by
deleting all references to "the Company" in clauses (a) through (d) thereof and
inserting in lieu thereof the words "the Guarantor."

                                   ARTICLE III

                       CERTAIN COVENANTS OF THE GUARANTOR

         SECTION 3.1 The Guarantor hereby covenants and warrants that (a)
immediately after the Effective Time, no condition or event shall exist which
constitutes or would, after notice or lapse of time or both, constitute a
Default or an Event of Default (both as defined in the Indenture), (b) it has
complied, or has caused the Company to comply, and will comply, or will cause
the Company to comply, with all applicable provisions of Article XV of the
Indenture and (c) it has been authorized by

                                       -8-
<PAGE>
its Board of Directors, pursuant to Section 11.1 of the Indenture, to execute
this First Supplemental Indenture.

                                   ARTICLE IV

                                GUARANTY OF NOTES

        SECTION 4.1 GUARANTY OF NOTES. The Indenture is hereby amended to add
  the following provisions as a new Article XVII to be inserted immediately
  following Article XVI of the Indenture. Article XVII shall apply to the Notes
  only.

                                  ARTICLE XVII

                         SUBORDINATED GUARANTY OF NOTES

         SECTION 17.1 GUARANTY. Subject to the provisions of this Article XVII,
the Guarantor hereby unconditionally guarantees, on a subordinated basis as set
forth more fully in this Article XVII, to each holder of a Note authenticated
and delivered by the Trustee in accordance with this Indenture (i) the due and
punctual payment of the principal of, premium, if any, and interest (including
interest on other amounts which may accrue after the filing against the Company
of a petition under the United States Bankruptcy Code (the "Bankruptcy Code"),
whether or not the obligation to pay interest on such amounts shall be
enforceable against the Company) on such Note, when and as the same shall become
due and payable, whether at maturity, by acceleration or otherwise, the due and
punctual payment of interest on the overdue principal of, premium and interest,
if any, on such Note, to the extent lawful, and the due and punctual performance
of all other obligations of the Company to the holders or the Trustee all in
accordance with the terms of such Note and of this Indenture, and (ii) in the
case of any extension of time of payment or renewal of any such Note or any of
such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, at stated
maturity, by acceleration or otherwise. A demand for payment under this Article
XVII shall not be effective prior to forty-eight (48) hours after a demand upon
the Company for full and complete payment of all amounts due and payable under
the Notes, unless such demand upon the Company shall be stayed by operation of
Section 362 of the Bankruptcy Code or otherwise. In all other respects, the
Guarantor hereby agrees that its obligations hereunder shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of any such Note or this Indenture, any failure
to enforce the provisions of any such Note or this Indenture, any waiver,
modification or indulgence granted to the Company with respect thereto, by the
holder of such Note or the Trustee, or any other circumstances which may
otherwise constitute a legal or equitable discharge of a surety or guarantor.
The Guarantor hereby waives diligence, presentment, filing of claims with a
court in the event of merger or bankruptcy of the Company, any right to require
a proceeding first against the Company, the benefit of discussion, protest or
notice with respect to any such Note or the debt evidenced thereby and all
demands whatsoever (except as specified above), and covenants, that this
Guaranty will not be discharged as to any such Note except by payment in full of
the principal thereof, premium if any, and

                                       -9-
<PAGE>
interest thereon. The Guarantor further agrees that, as between the Guarantor,
on the one hand, and the Noteholder and the Trustee, on the other hand, (i) the
maturity of the obligations guaranteed hereby may be accelerated as provided in
Article VII hereof for the purposes of this Guaranty notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, provided that notice of such acceleration has
been given to the Guarantor by the Trustee, and (ii) in the event of any
declarations of acceleration of such obligations as provided in Article VII
hereof, such obligations (whether or not due and payable) shall forthwith become
due and payable by the Guarantor for the purpose of this Guaranty.

         The Guarantor shall be subrogated to all rights of the holders of any
Notes against the Company in respect of any amounts paid to the Noteholder by
the Guarantor pursuant to the provisions of this Guaranty; provided that the
Guarantor shall not be entitled to enforce, or to receive any payments arising
out of or based upon, such right of subrogation until the principal of, premium,
if any, and interest on all the Notes shall have been paid in full and until all
amounts payable under any Senior Indebtedness shall have been paid in full.

         SECTION 17.2 AGREEMENT OF SUBORDINATION. The Guarantor covenants and
agrees, and each holder of Notes issued hereunder by its acceptance thereof
likewise covenants and agrees, that all Notes are subject to the provisions of
this Article XVII; and each Person holding any Note, whether upon original issue
or upon transfer, assignment or exchange thereof, accepts and agrees to be bound
by such provisions.

         The payment of the principal of, premium, if any, and interest
(including Liquidated Damages, if any) on all Notes (including, but not limited
to, the redemption price with respect to the Notes called for redemption in
accordance with Section 3.2 or submitted for redemption in accordance with
Section 3.5, as the case may be, as provided in the Indenture) issued hereunder
shall, to the extent and in the manner hereinafter set forth, be subordinated
and subject in right of payment to the prior payment in full of all Guarantor
Senior Indebtedness, whether outstanding at the date of this Indenture or
thereafter incurred.

         No provision of this Article XVII shall prevent the occurrence of any
default or Event of Default hereunder.

         SECTION 17.3 PAYMENTS TO NOTEHOLDERS. No payment shall be made with
respect to the principal of, premium, if any, or interest (including Liquidated
Damages, if any) on the Notes (including, but not limited to, the redemption
price with respect to the Notes to be called for redemption in accordance with
Section 3.2 or submitted for redemption in accordance with Section 3.5, as the
case may be, as provided in this Indenture), except payments and distributions
made by the Trustee as permitted by the first or second paragraph of Section
17.6, if:

                  (i)      a default in the payment of principal, premium, if
any, interest, rent or other obligations in respect of Guarantor Senior
Indebtedness occurs and is continuing (or, in the case of Guarantor Senior
Indebtedness for which there is a period of grace, in the event of such a
default that continues beyond the period of grace, if any, specified in the
instrument or lease evidencing such

                                      -10-
<PAGE>
Senior Indebtedness) (a "Payment Default"), unless and until such Payment
Default shall have been cured or waived or shall have ceased to exist; or

                  (ii)     a default, other than a Payment Default, on any
Designated Guarantor Senior Indebtedness occurs and is continuing that then
permits holders of such Designated Guarantor Senior Indebtedness to accelerate
its maturity and the Trustee receives a notice of the default (a "Payment
Blockage Notice") from a holder of Designated Guarantor Senior Indebtedness, a
Representative of Designated Guarantor Senior Indebtedness or the Guarantor (a
"Non-Payment Default").

         If the Trustee receives any Payment Blockage Notice pursuant to clause
(ii) above, no subsequent Payment Blockage Notice shall be effective for
purposes of this Section 17.3 unless and until (A) at least 365 days shall have
elapsed since the initial effectiveness of the immediately prior Payment
Blockage Notice and (B) all scheduled payments of principal, premium, if any,
and interest (including Liquidated Damages, if any) on the Notes that have come
due have been paid in full in cash. No Non-Payment Default that existed or was
continuing on the date of delivery of any Payment Blockage Notice to the Trustee
shall be, or be made, the basis for a subsequent Payment Blockage Notice.

         The Guarantor may and shall resume payments on and distributions in
respect of the Notes upon the earlier of:

         (1)      the date upon which any such Payment Default is cured or
                  waived or ceases to exist, or

         (2)      in the case of a Non-Payment Default, the earlier of (a) the
                  date upon which such default is cured or waived or ceases to
                  exist or (b) 179 days after notice is received if the maturity
                  of such Designated Guarantor Senior Indebtedness has not been
                  accelerated,

unless this Article XVII otherwise prohibits the payment or distribution at the
time of such payment or distribution.

         Upon any payment by the Guarantor, or distribution of assets of the
Guarantor of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding up or liquidation or reorganization of
the Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon all
Guarantor Senior Indebtedness shall first be paid in full in cash or other
payment satisfactory to the holders of such Guarantor Senior Indebtedness, or
payment thereof in accordance with its terms provided for in cash or other
payment satisfactory to the holders of such Guarantor Senior Indebtedness before
any payment is made on account of the principal of, premium, if any, or interest
(including Liquidated Damages, if any) on the Notes (except payments made
pursuant to Article XIII from monies deposited with the Trustee pursuant thereto
prior to commencement Of proceedings for such dissolution, winding up,
liquidation or reorganization); and upon any such dissolution or winding up

                                      -11-
<PAGE>
or liquidation or reorganization of the Guarantor or bankruptcy, insolvency,
receivership or other proceeding, any payment by the Guarantor, or distribution
of assets of the Guarantor of any kind or character, whether in cash, property
or securities, to which the holders of the Notes or the Trustee would be
entitled, except for the provision of this Article XVII, shall (except as
aforesaid) be paid by the Guarantor or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the holders of the Notes or by the Trustee under this Indenture if
received by them or it, directly to the holders of Guarantor Senior Indebtedness
(pro rata to such holders on the basis of the respective amounts of Guarantor
Senior Indebtedness held by such holders, or as otherwise required by law or a
court order) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Guarantor Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay all Guarantor Senior
Indebtedness in full, in cash or other payment satisfactory to the holders of
such Guarantor Senior Indebtedness, after giving effect to any concurrent
payment or distribution to or for the holders of Guarantor Senior Indebtedness,
before any payment or distribution is made to the holders of the Notes or to the
Trustee.

         For purposes of this Article XVII, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Guarantor as
reorganized or readjusted, or securities of the Guarantor or any other
corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this Article
XVII with respect to the Notes to the payment of all Guarantor Senior
Indebtedness which may at the time be outstanding; provided that (i) the
Guarantor Senior Indebtedness is assumed by the new corporation, if any,
resulting from any reorganization or readjustment, and (ii) the rights of the
holders of Guarantor Senior Indebtedness (other than leases which are not
assumed by the Guarantor or the new corporation, as the case may be) are not,
without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Guarantor with, or the merger of the
Guarantor into, another corporation or the liquidation or dissolution of the
Guarantor following the conveyance or transfer of its property as an entirety,
or substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article XII shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 17.3
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article XII.

         In the event of the acceleration of the Notes because of an Event of
Default, no payment or distribution shall be made to the Trustee or any holder
of Notes in respect of the principal of premium, if any, or interest (including
Liquidated Damages, if any) on the Notes (including, but not limited to, the
redemption price with respect to the Notes called for redemption in accordance
with Section 3.2 or submitted for redemption in accordance with Section 3.5, as
the case may be, as provided in the Indenture), except payments and
distributions made by the Trustee as permitted by the first or second paragraph
of Section 17.6, until all Guarantor Senior Indebtedness has been paid in full
in cash or other payment satisfactory to the holders of Guarantor Senior
Indebtedness or such acceleration is rescinded in accordance with the terms of
this Indenture. If payment of the Notes is accelerated because of an Event of
Default, the Guarantor shall promptly notify holders of Guarantor Senior
Indebtedness of the acceleration.

                                      -12-
<PAGE>
         In the event that, notwithstanding the foregoing provisions, any
payment or distribution of assets of the Guarantor of any kind or character,
whether in cash, property or securities (including, without limitation, by way
of setoff or otherwise), prohibited by the foregoing provisions in this Section
17.3, shall be received by the Trustee or the holders of the Notes before all
Guarantor Senior Indebtedness is paid in full in cash or other payment
satisfactory to the holders of such Guarantor Senior Indebtedness, or provision
is made for such payment thereof in accordance with its terms in cash or other
payment satisfactory to the holders of such Guarantor Senior Indebtedness, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of Guarantor Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Guarantor Senior
Indebtedness may have been issued, as their respective interests may appear, as
calculated by the Guarantor, for application to the payment of any Guarantor
Senior Indebtedness remaining unpaid to the extent necessary to pay all
Guarantor Senior Indebtedness in full in cash or other payment satisfactory to
the holders of such Guarantor Senior Indebtedness, after giving effect to any
concurrent payment or distribution to or for the holders of such Guarantor
Senior Indebtedness.

         Nothing in this Section 17.3 shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 8.6. This Section 17.3 shall be
subject to the further provisions of Section 17.6.

         SECTION 17.4 SUBROGATION OF NOTES. Subject to the payment in full of
all Guarantor Senior Indebtedness, the rights of the holders of the Notes shall
be subrogated to the extent of the payments or distributions made to the holders
of such Guarantor Senior Indebtedness pursuant to the provisions of this Article
XVII (equally and ratably with the holders of all indebtedness of the Guarantor
which by its express terms is subordinated to other indebtedness of the
Guarantor to substantially the same extent as the Notes are subordinated and is
entitled to like rights of subrogation) to the rights of the holders of
Guarantor Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Guarantor applicable to the Guarantor Senior
Indebtedness until the principal, premium, if any, and interest (including
Liquidated Damages, if any) on the Notes shall be paid in full; and, for the
purposes of such subrogation, no payments or distributions to the holders of the
Guarantor Senior Indebtedness of any cash, property or securities to which the
holders of the Notes or the Trustee would be entitled except for the provisions
of this Article XVII, and no payment over pursuant to the provisions of this
Article XVII, to or for the benefit of the holders of Guarantor Senior
Indebtedness by holders of the Notes or the Trustee, shall, as between the
Guarantor, its creditors other than holders of Guarantor Senior Indebtedness,
and the holders of the Notes, be deemed to be a payment by the Guarantor to or
on account of the Guarantor Senior Indebtedness; and no payments or
distributions of cash, property or securities to or for the benefit of the
holders of the Notes pursuant to the subrogation provisions of this Article
XVII, which would otherwise have been paid to the holders of Guarantor Senior
Indebtedness shall be deemed to be a payment by the Guarantor to or for the
account of the Notes. It is understood that the provisions of this Article XVII
are and are intended solely for the purposes of defining the relative rights of
the holders of the Notes, on the one hand, and the holders of the Guarantor
Senior Indebtedness, on the other hand.

         Nothing contained in this Article XVII or elsewhere in this Indenture
or in the Notes is intended to or shall impair, as among the Guarantor, its
creditors other than the holders of Guarantor Senior Indebtedness, and the
holders of the Notes, the obligation of the Guarantor, which is absolute

                                      -13-
<PAGE>
and unconditional, to pay to the holders of the Notes the principal of premium,
if any, and interest (including Liquidated Damages, if any) on the Notes as and
when the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the holders of the Notes and
creditors of the Guarantor other than the holders of the Guarantor Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or the
holder of any Note from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article XVII of the holders of Guarantor Senior Indebtedness in
respect of cash, property or securities of the Guarantor received upon the
exercise of any such remedy.

         Upon any payment or distribution of assets of the Guarantor referred to
in this Article XVII, the Trustee, subject to the provisions of Section 8.1, and
the holders of the Notes shall be entitled to rely upon any order or decree made
by any court of competent jurisdiction in which such bankruptcy, dissolution,
winding up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other person making such payment or distribution, delivered to the Trustee or
to the holders of the Notes, for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of the Guarantor
Senior Indebtedness and other indebtedness of the Guarantor, the amount thereof
or payable thereon and all other facts pertinent thereto or to this Article
XVII.

         SECTION 17.5 AUTHORIZATION TO EFFECT SUBORDINATION., Each holder of a
Note by the holder's acceptance thereof authorizes and directs the Trustee on
the holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article XVII and appoints the
Trustee to act as the holder's attorney-in-fact for any and all such purposes.
If the Trustee does not file a proper proof of claim or proof of debt in the
form required in any proceeding referred to in the third paragraph of Section
7.2 hereof at least thirty (30) days before the expiration of the time to file
such claim, the holders of any Guarantor Senior Indebtedness or their
representatives are hereby authorized to file an appropriate claim for and on
behalf of the holders of the Notes.

         SECTION 17.6 NOTICE TO TRUSTEE. The Guarantor shall give prompt written
notice in the form of an Officers' Certificate to a Responsible Officer of the
Trustee and to any paying agent of any fact known to the Guarantor which would
prohibit the making of any payment of monies to or by the Trustee or any paying
agent in respect of the Notes pursuant to the provisions of this Article XVII.
Notwithstanding the provisions of this Article XVII 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 of monies to or by
the Trustee in respect of the Notes pursuant to the provisions of this Article
XVII, unless and until a Responsible Officer of the Trustee shall have received
written notice thereof at the Corporate Trust Office from the Guarantor (in the
form of an Officers' Certificate) or a Representative or a holder or holders of
Guarantor Senior Indebtedness or from any trustee thereof, and before the
receipt of any such written notice, the Trustee, subject to the provisions of
Section 8.1, shall be entitled in all respects to assume that no such facts
exist; provided that if on a date not less than two Business Days prior to the
date upon which by the terms hereof any such monies may become payable for any
purpose (including, without limitation, the payment of the principal of, or
premium, if any, or interest (Including Liquidated Damages, if any) on any Note)
the

                                      -14-
<PAGE>
Trustee shall not have received, with respect to such monies, the notice
provided for in this Section 17.6, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
apply moneys received to the purpose for which they were received, and shall not
be affected by any notice to the contrary which may be received by it on or
after such prior date.

         Notwithstanding anything in this Article XVII to the contrary, nothing
shall prevent any payment by the Trustee to the Noteholders of monies deposited
with it pursuant to Section 13.1, and any such payment shall not be subject to
the provisions of Section 17.2 or 17.3.

         The Trustee, subject to the provisions of Section 8.1, shall be
entitled to rely on the delivery to it of a written notice by a Representative
or a person representing himself to be a holder of Guarantor Senior Indebtedness
(or a trustee on behalf of such holder) to establish that such notice has been
given by a Representative or a holder of Guarantor Senior Indebtedness or a
trustee on behalf of any such holder or holders. The Trustee shall not be
required to make any payment or distribution to or on behalf of a holder of
Guarantor Senior Indebtedness pursuant to this Article XVII unless it has
received satisfactory evidence as to the amount of Guarantor 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 XVII.

         SECTION 17.7 TRUSTEE'S RELATION TO GUARANTOR SENIOR INDEBTEDNESS. The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article XVII in respect of any Guarantor Senior Indebtedness at any time
held by it, to the same extent as any other holder of Guarantor Senior
Indebtedness, and nothing in Section 8.13 or elsewhere in this Indenture shall
deprive the Trustee of any of its rights as such holder.

         With respect to the holders of Guarantor Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article XVII, and no implied
covenants or obligations with respect to the holders of Guarantor Senior
Indebtedness shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Guarantor Senior
Indebtedness and, subject to the provisions of Section 8.1, the Trustee shall
not be liable to any holder of Guarantor Senior Indebtedness (i) for any failure
to make any payments or distributions to such holder or (ii) if it shall pay
over or deliver to holders of Notes, the Guarantor or any other person money or
assets to which any holder of Guarantor Senior Indebtedness shall be entitled by
virtue of this Article XVII or otherwise.

         SECTION 17.8 NO IMPAIRMENT OF SUBORDINATION. No right of any present or
future holder of any Guarantor Senior Indebtedness to enforce subordination as
herein provided shall at any time in an way be prejudiced or impaired by any act
or failure to act on the part of the Guarantor or by any act or failure to act,
in good faith, by any such holder, or by any noncompliance by the Guarantor with
the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.

         SECTION 17.9 CERTAIN CONVERSIONS NOT DEEMED PAYMENT. For the purposes
of this Article XVII only, (1) the issuance and delivery of junior securities
upon conversion of Notes in accordance with Article XV shall not be deemed to
constitute a payment or distribution on account of the

                                      -15-
<PAGE>
principal of, premium, if any, or interest (including Liquidated Damages, if
any) on Notes or on account of the purchase or other acquisition of Notes, and
(2) the payment, issuance or delivery of cash (except in satisfaction of
fractional shares pursuant to Section 15.3), property or securities (other than
junior securities) upon conversion of a Note shall be deemed to constitute
payment on account of the principal of, premium, if any, or interest (including
Liquidated Damages, if any) on such Note. For the purposes of this Section 17.9,
the term "junior securities" means (a) shares of any stock of any class of
the Guarantor or (b) securities of the Guarantor that are subordinated in right
of payment to all Guarantor Senior Indebtedness that may be outstanding at the
time of issuance or delivery of such securities to substantially the same extent
as, or to a greater extent than, the Notes are so subordinated as provided in
this Article. Nothing contained in this Article XVII or elsewhere in this
Indenture or in the Notes is intended to or shall impair, as among the
Guarantor, its creditors (other than holders of Guarantor Senior Indebtedness)
and the Noteholders, the right, which is absolute and unconditional, of the
Holder of any Note to convert such Note in accordance with Article XV.

         SECTION 17.10 ARTICLE APPLICABLE TO PAYING AGENTS. If at any time any
paying agent other than the Trustee shall have been appointed by the Guarantor
and be then acting hereunder, the term "Trustee" as used in this Article shall
(unless the context otherwise requires) be construed as extending to and
including such paying agent within its meaning as fully for all intents and
purposes as if such paying agent were named in this Article in addition to or in
place of the Trustee; provided, however, that the first paragraph of Section
17.6 shall not apply to the Guarantor or any Affiliate of the Guarantor if it or
such Affiliate acts as paying agent.

         The Trustee shall not be responsible for the actions or inactions of
any other paying agents (including the Guarantor if acting as its own paying
agent) and shall have no control of any funds held by such other paying agents.

         SECTION 17.11 GUARANTOR SENIOR INDEBTEDNESS ENTITLED TO RELY. The
holders of Guarantor Senior Indebtedness (including, without limitation,
Designated Guarantor Senior Indebtedness) shall have the right to rely upon this
Article XVII, and no amendment or modification of the provisions contained
herein shall diminish the rights of such holders unless such holders shall have
agreed in writing thereto.

         SECTION 17.12 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT. Upon any payment or distribution of assets of the Guarantor referred to
in this Article, the Trustee and the Noteholders shall be entitled to 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 Noteholders,
for the purpose of ascertaining the persons entitled to participate in such
payment or distribution, the holders of Guarantor Senior Indebtedness and other
indebtedness of the Guarantor, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article.

                                      -16-
<PAGE>
                                    ARTICLE V

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

                             OFFICERS AND DIRECTORS

         SECTION 5.1 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
DIRECTORS. Article XIV of the Indenture is hereby amended by deleting in
entirety Article Fourteen and inserting in lieu thereof the following Article
XIV:

                                   ARTICLE XIV

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

                            OFFICERS AND DIRECTORS

         SECTION 14.1 INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS. No
recourse for the payment of the principal of or premium, if any, or interest on
any Note, or for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any obligation, covenant or agreement of the Company or
the Guarantor in this Indenture or in any supplemental indenture, or in any
Note, or because of the creation of any indebtedness represented thereby or the
guarantee by the Guarantor thereof, shall be had against any incorporator,
stockholder, employee, agent, officer or director or subsidiary, as such, past,
present or future, of the Company or the Guarantor or of any respective
successor corporation, either directly or through the Company or the Guarantor
or any respective successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that all such liability is hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issue of the Notes; provided, however, that
the foregoing shall not affect or impair the obligations of the Guarantor
hereunder.

                                 ARTICLE VI

                            MISCELLANEOUS PROVISIONS

         SECTION 6.1 This First Supplemental Indenture shall become effective at
the Effective Time and shall be automatically null and void if and in the event
that the Merger shall not become effective on or prior to April 16,1999.

                                      -17-
<PAGE>
         SECTION 6.2 This First Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to the principles of conflicts of laws thereof.

         SECTION 6.3 Except as expressly contemplated by Sections 1.2(d) and 5.1
hereof, nothing in this First Supplemental Indenture, expressed or implied,
shall give or be construed to give any person, firm or corporation, other than
the parties hereto and their successors hereunder, and the holders of the Notes
or the holders of Guarantor Senior Indebtedness, any legal or equitable right,
remedy or claim under or in respect to this First Supplemental Indenture, or
under any covenant, condition or provision herein contained; all such covenants,
conditions and provisions being for the sole benefit of the parties hereto and
their successors hereunder and the holders of the Notes.

         SECTION 6.4 The Trustee accepts the amendment of the Indenture effected
by this First Supplemental Indenture and agrees to execute the trust created by
the Indenture as hereby amended, but only upon the terms and conditions set
forth in the Indenture, including the terms and provisions defining and limiting
the liabilities and responsibilities of the Trustee, which terms and provisions
shall in like manner define and limit its liabilities and responsibilities in
the performance of the trust created by the Indenture as hereby amended.

         SECTION 6.5 After the Effective Time, any Notes authenticated and
delivered in substitution for, or in lieu of, Notes then outstanding and all
Notes presented or delivered to the Trustee on and after the Effective Time for
such purpose shall be either restated to give the effect to the First
Supplemental Indenture or, in lieu thereof, stamped with a notation
substantially as follows:

                           The principal amount of this Note has become
                  convertible into shares of the Common Stock, without par value
                  per share, of SpeedFam-Ipec, Inc., at an initial Conversion
                  Price per share of $54.93, such Conversion Price being subject
                  to certain adjustments as set forth in the Indenture.
                  Reference herein to "Common Stock of the Company" or the
                  "Company's Common Stock" shall be deemed to be to the Common
                  Stock of SpeedFam-Ipec, Inc. The payment of principal of,
                  premium, if any, and interest on the Notes has been guaranteed
                  by SpeedFam-Ipec, Inc. on a subordinated basis as set forth in
                  the Indenture. The Indenture, dated as of September 15, 1997,
                  referred to in this Note has been amended by a First
                  Supplemental Indenture, dated as of April 6,1999, to provide
                  for such convertibility and guarantee. Reference is hereby
                  made to said First Supplemental Indenture, copies of which are
                  on file with Integrated Process Equipment Corp. and
                  SpeedFam-Ipec, Inc., for a statement of the amendment therein
                  made.

         Nothing contained in this First Supplemental Indenture shall require
the holder of any Note to submit or exchange such Note prior to the Effective
Time in order to obtain the benefits of the Guaranty or any other provisions
hereunder.

                                      -18-
<PAGE>
         The Company agrees to provide the Trustee with a stamp or means of
reproducing the above legend on the Notes without materially obscuring the text
of the Notes.

         Anything herein contained to the contrary notwithstanding, the Trustee
shall not at any time be under any responsibility to acquire or cause any Note
now or hereafter outstanding to be presented or delivered to it for any purpose
provided for in this Section 6.5.

         SECTION 6.6 Except as expressly supplemented by this First Supplemental
Indenture, the Indenture, the Notes issued thereunder and the charge and
obligation created thereby are in all respects ratified and confirmed and all of
the rights, remedies, terms, conditions, covenants and agreements of the
Indenture and the Notes issued thereunder shall remain in full force and effect.

         SECTION 6.7 If any provision of this First Supplemental Indenture
limits, qualifies or conflicts with (a) another provision of this First
Supplemental Indenture, or (b) any provision of the Indenture, which is required
to be included by any of the provisions of Section 310 to 317, inclusive, of the
Trust Indenture Act, such required provision shall control.

         SECTION 6.8 The recitals contained in this First Supplemental Indenture
shall be taken as statements of the Company or the Guarantor, as applicable, and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this First Supplemental
Indenture.

         SECTION 6.9 This First Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

                                      -19-

<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.


                                            INTEGRATED PROCESS EQUIPMENT CORP.

                                            By:    /s/ John S. Hodgson
                                                   _______________________
                                            Name:  John S. Hodgson
                                            Title: Vice President and CFO



                                            SPEEDFAM-IPEC, INC.

                                            By:    /s/ Richard Faubert
                                                   ______________________
                                            Name:  Richard Faubert
                                            Title: President and CEO



                                            STATE STREET BANK AND TRUST
                                            COMPANY OF CALIFORNIA, N.A.,
                                            as Trustee

                                            By:    /s/ Scott C. Emmons
                                                   _______________________
                                            Name:  Scott C. Emmons
                                            Title: Assistant Vice President





                                      -20-