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                                                                     EXHIBIT 4.6













                          BRIGGS & STRATTON CORPORATION

                   THE GUARANTORS LISTED ON SCHEDULE I HERETO



                 5.00% CONVERTIBLE SENIOR NOTES DUE MAY 15, 2006

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

                                    INDENTURE

                            Dated as of May 14, 2001
                      ------------------------------------

                                 Bank One, N.A.

                                     Trustee
                      ------------------------------------


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page


                                                               ARTICLE 1.
                                               DEFINITIONS AND INCORPORATION BY REFERENCE

<S>                    <C>                                                                                      <C>
         Section 1.01.  Definitions...............................................................................1
         Section 1.02.  Incorporation by Reference of Trust Indenture
                            Act...................................................................................8
         Section 1.03.  Rules of Construction.....................................................................9

                                                               ARTICLE 2.
                                                                THE NOTES

         Section 2.01.  Form and Dating...........................................................................9
         Section 2.02.  Execution and Authentication.............................................................10
         Section 2.03.  Registrar, Paying Agent and Conversion Agent.............................................11
         Section 2.04.  Paying Agent to Hold Money in Trust......................................................11
         Section 2.05.  Holder Lists.............................................................................12
         Section 2.06.  Transfer and Exchange....................................................................12
         Section 2.07.  Replacement Notes........................................................................22
         Section 2.08.  Outstanding Notes........................................................................22
         Section 2.09.  Treasury Notes...........................................................................22
         Section 2.10.  Temporary Notes..........................................................................23
         Section 2.11.  Cancellation.............................................................................23
         Section 2.12.  Defaulted Interest.......................................................................23

                                                               ARTICLE 3.
                                                        REDEMPTION AND PREPAYMENT

         Section 3.01.  Notice to Trustee........................................................................23
         Section 3.02.  Selection of Notes to Be Redeemed........................................................24
         Section 3.03.  Notice of Redemption.....................................................................24
         Section 3.04.  Effect of Notice of Redemption...........................................................25
         Section 3.05.  Deposit of Redemption Price..............................................................25
         Section 3.06.  Notes Redeemed in Part...................................................................26
         Section 3.07.  Optional Redemption......................................................................26
         Section 3.08.  Mandatory Redemption.....................................................................26

                                                               ARTICLE 4.
                                                                COVENANTS

         Section 4.01.  Payment of Notes.........................................................................26
         Section 4.02.  Maintenance of Office or Agency..........................................................27
         Section 4.03.  Reports..................................................................................27
         Section 4.04.  Compliance Certificate...................................................................28
         Section 4.05.  Taxes....................................................................................28
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<TABLE>
<S>                    <C>                                                                                      <C>
         Section 4.06.  Stay, Extension and Usury Laws...........................................................28
         Section 4.07.  Corporate Existence......................................................................29
         Section 4.08.  Change in Control........................................................................29
         Section 4.09.  Subsidiary Guarantees....................................................................34

                                                                ARTICLE 5.
                                                                SUCCESSORS

         Section 5.01.  Merger, Consolidation, or Sale of Assets.................................................34
         Section 5.02.  Successor Person Substituted.............................................................34

                                                               ARTICLE 6.
                                                          DEFAULTS AND REMEDIES

         Section 6.01.  Events of Default........................................................................35
         Section 6.02.  Acceleration.............................................................................36
         Section 6.03.  Other Remedies...........................................................................37
         Section 6.04.  Waiver of Past Defaults..................................................................37
         Section 6.05.  Control by Majority......................................................................37
         Section 6.06.  Limitation on Suits......................................................................38
         Section 6.07.  Rights of Holders to Receive Payment.....................................................38
         Section 6.08.  Collection Suit by Trustee...............................................................38
         Section 6.09.  Trustee May File Proofs of Claim.........................................................38
         Section 6.10.  Priorities...............................................................................39
         Section 6.11.  Undertaking for Costs....................................................................39

                                                               ARTICLE 7.
                                                                 TRUSTEE

         Section 7.01.  Duties of Trustee........................................................................40
         Section 7.02.  Rights of Trustee........................................................................41
         Section 7.03.  Individual Rights of Trustee.............................................................41
         Section 7.04.  Trustee's Disclaimer.....................................................................42
         Section 7.05.  Notice of Defaults.......................................................................42
         Section 7.06.  Reports by Trustee to Holders............................................................42
         Section 7.07.  Compensation and Indemnity...............................................................42
         Section 7.08.  Replacement of Trustee...................................................................43
         Section 7.09.  Successor Trustee by Merger, etc.........................................................44
         Section 7.10.  Eligibility; Disqualification............................................................44
         Section 7.11.  Preferential Collection of Claims Against Company........................................45

                                                               ARTICLE 8.
                                                LEGAL DEFEASANCE AND COVENANT DEFEASANCE

         Section 8.01.  Option to Effect Legal Defeasance or Covenant
                            Defeasance...........................................................................45
         Section 8.02.  Legal Defeasance and Discharge...........................................................45
         Section 8.03.  Covenant Defeasance......................................................................46
         Section 8.04.  Conditions to Legal or Covenant Defeasance...............................................46


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                                       ii

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<TABLE>
<S>                    <C>                                                                                     <C>
         Section 8.05.  Deposited Money and Government Securities to be Held in Trust;
                         Other Miscellaneous Provisions..........................................................47
         Section 8.06.  Repayment to Company.....................................................................48
         Section 8.07.  Reinstatement............................................................................48

                                                               ARTICLE 9.
                                                    AMENDMENT, SUPPLEMENT AND WAIVER

         Section 9.01.  Without Consent of Holders...............................................................48
         Section 9.02.  With Consent of Holders..................................................................49
         Section 9.03.  Compliance with Trust Indenture Act......................................................50
         Section 9.04.  Revocation and Effect of Consents........................................................50
         Section 9.05.  Notation on or Exchange of Notes.........................................................51
         Section 9.06.  Trustee to Sign Amendments, etc..........................................................51

                                                               ARTICLE 10.
                                                          SUBSIDIARY GUARANTEES

         Section 10.01.  Guarantee...............................................................................51
         Section 10.02.  Limitation on Guarantor Liability.......................................................53
         Section 10.03.  Execution and Delivery of Subsidiary Guarantee..........................................53
         Section 10.04.  Guarantors May Consolidate, etc., on Certain
                            Terms................................................................................53
         Section 10.05.  Release if No Longer a Significant Domestic
                            Subsidiary of the Company............................................................54

                                                               ARTICLE 11.
                                                        SATISFACTION AND DISCHARGE

         Section 11.01.  Satisfaction and Discharge..............................................................55
         Section 11.02.  Application of Trust Money..............................................................56

                                                               ARTICLE 12.
                                                                CONVERSION

         Section 12.01.  Conversion Privilege....................................................................56
         Section 12.02.  Conversion Procedure; Conversion Rate;
                            Fractional Shares....................................................................56
         Section 12.03.  Adjustment of Conversion Rate...........................................................58
         Section 12.04.  Consolidation, Sale of Assets or Merger of the
                            Company..............................................................................62
         Section 12.05.  Notice of Adjustment of Conversion Rate.................................................63
         Section 12.06.  Notice in Certain Events................................................................63
         Section 12.07.  Company To Reserve Stock: Registration; Listing.........................................64
         Section 12.08.  Taxes on Conversion.....................................................................65
         Section 12.09.  Conversion After Record Date............................................................65
         Section 12.10.  Covenant as to Common Stock.............................................................66
         Section 12.11.  Company Determination Final.............................................................66
         Section 12.12.  Rights Issued in Respect of Common Stock Issued Upon
                         Conversion..............................................................................66
         Section 12.13.  Trustee's Disclaimer....................................................................67

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<TABLE>

<S>                     <C>                                                                                     <C>
         Section 12.14.  Cancellation of Converted Notes.........................................................67

                                                                ARTICLE 13.
                                                       MEETINGS OF HOLDERS OF NOTES

         Section 13.01.  Purposes for Which Meetings May Be Called...............................................67
         Section 13.02.  Manner of Calling Meetings..............................................................68
         Section 13.03.  Call of Meeting by the Company or the Holders...........................................68
         Section 13.04.  Who May Attend and Vote at Meetings.....................................................68
         Section 13.05.  Regulations May Be Made by Trustee; Conduct of the Meeting;
                         Voting Rights - Adjournment.............................................................68
         Section 13.06.  Manner of Voting at Meetings and Record to Be Kept......................................69
         Section 13.07.  Exercise of Rights of Trustee and Holders Not to Be Hindered or
                         Delayed.................................................................................69

                                                               ARTICLE 14.
                                                              MISCELLANEOUS

         Section 14.01.  Trust Indenture Act Controls............................................................70
         Section 14.02.  Notices.................................................................................70
         Section 14.03.  Communication by Holders with Other Holders.............................................71
         Section 14.04.  Acts of Holders.........................................................................71
         Section 14.05.  Certificate and Opinion as to Conditions Precedent......................................72
         Section 14.06.  Statements Required in Certificate or Opinion...........................................72
         Section 14.07.  Rules by Trustee and Agents.............................................................73
         Section 14.08.  No Personal Liability of Directors, Officers, Employees and
                         Stockholders............................................................................73
         Section 14.09.  Governing Law...........................................................................73
         Section 14.10.  No Adverse Interpretation of Other Agreements...........................................73
         Section 14.11.  Successors..............................................................................73
         Section 14.12.  Severability............................................................................73
         Section 14.13.  Counterpart Originals...................................................................74
         Section 14.14.  Table of Contents, Headings, etc........................................................74


   EXHIBITS AND SCHEDULES

         Exhibit A    FORM OF NOTE (Global Note and Definitive Note)
         Exhibit B    FORM OF CERTIFICATE OF TRANSFER
         Exhibit C    FORM OF CERTIFICATE OF EXCHANGE
         Exhibit D    FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL
                      ACCREDITED INVESTOR.
         Exhibit E    FORM OF NOTE GUARANTEE
         Exhibit F    FORM OF SUPPLEMENTAL INDENTURE
         Exhibit G    FORM OF SURRENDER CERTIFICATE
         SCHEDULE I   SCHEDULE OF GUARANTORS

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         INDENTURE dated as of May 14, 2001 by and among Briggs & Stratton
Corporation, a Wisconsin corporation (the "Company"), the Guarantors listed on
Schedule I hereto, as amended from time to time, and Bank One, N.A., as Trustee.

         The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 5.00% Convertible Senior Notes due May 15, 2006:

                                    ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01      Definitions.

         "Act" has the meaning specified in Section 14.04(a).

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of Voting Stock, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings.

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

         "Agent Members" means members of, or Participants in, the Depositary.

         "Aggregate Cash Distribution Amount" has the meaning specified in
Section 12.03(4).

         "Aggregate Current Market Price" has the meaning specified in Section
12.03(4).

         "Aggregate Tender Distribution Amount" has the meaning specified in
Section 12.03(5).

         "Applicable Procedures" means the applicable procedures of the
Depositary.

         "Authentication Order" has the meaning specified in Section 2.02.

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

         "beneficial owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is



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exercisable only upon the occurrence of a subsequent condition. The terms
"beneficially owns," "beneficially owned" and "beneficial ownership" have a
corresponding meaning.

         "Board of Directors" means:

         (1)  with respect to a corporation, the board of directors (or duly
              authorized committee thereof) of the corporation;

         (2)  with respect to a partnership, the board of directors or similar
              governing body of the general partner of the partnership; and

         (3)  with respect to any other Person, the board, committee, managers
              or trustees of such Person serving a similar function.

         "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.

         "Business Day" means any day other than a Legal Holiday.

         "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations, warrants, rights, options or other equivalents
(however designated) of capital stock or any other equity interest of such
Person, including each class of common stock and preferred stock.

         "Change in Control" shall be deemed to have occurred if at the time,
after the original issuance of the Notes, any of the following occurs:

         (1)  the acquisition by any Person (including any syndicate or group
              deemed to be a "person" under Section 13(d)(3) of the Exchange
              Act as in effect on the date of the original execution of this
              Indenture) of beneficial ownership, directly or indirectly,
              through a purchase, merger or other acquisition transaction or
              series of transactions, of shares of Capital Stock of the Company
              entitling such Person to exercise 50% or more of the total voting
              power of all shares of Capital Stock of the Company entitled to
              vote generally in the election of directors (or persons holding a
              similar function), other than any such acquisition by the
              Company, any Subsidiary of the Company or any employee benefit
              plan of the Company; or

         (2)  any consolidation of the Company with, or a merger of the Company
              into, any other Person, any merger of another Person into the
              Company, or any conveyance, sale, transfer, lease or other
              disposition of all or substantially all of the assets of the
              Company to another Person (other than (i) any transaction (x)
              which does not result in any reclassification, conversion,
              exchange or cancellation of outstanding shares of Capital Stock
              of the Company and (y) pursuant to which the holders of the
              Common Stock immediately prior to such transaction have the
              entitlement to exercise, directly or indirectly, 50% or more of
              the total voting power of all shares of Capital Stock entitled to
              vote generally in the election of directors (or persons holding a
              similar function) of the continuing or surviving




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              entity immediately after such transaction and (ii) any merger
              which is effected solely to change the jurisdiction of
              incorporation of the Company and results in a reclassification,
              conversion or exchange of outstanding shares of Common Stock
              solely into shares of common stock of the surviving entity;

provided, however, that a Change in Control shall not be deemed to have occurred
if (I) the Closing Price Per Share of the Common Stock for any five Trading Days
within the period of 10 consecutive Trading Days ending immediately after the
later of the Change in Control or the public announcement of the Change in
Control (in the case of a Change in Control under clause (1) above) or the
period of 10 consecutive Trading Days ending immediately before the Change in
Control (in the case of a Change in Control under clause (2) above) shall equal
or exceed 105% of the Conversion Price of the Notes in effect on each such
Trading Day or (II) all of the consideration (excluding cash payments for
fractional shares and cash payments made pursuant to dissenters' appraisal
rights) in a merger or consolidation otherwise constituting a Change in Control
under clause (1) or clause (2) above consists of shares of common stock traded
on a national securities exchange or quoted on the Nasdaq National Market (or
will be so traded or quoted immediately following such merger or consolidation),
and as a result of such merger or consolidation, the Notes become convertible
solely into such common stock.

         "Closing Price Per Share" means with respect to the Common Stock, for
any day, (i) the last reported sale price regular way (or if no closing sale
price is reported, the average of the bid and ask prices or, if more than one in
either case, the average of the average bid and average ask prices) on such date
as reported in the composite transactions for the principal United States
securities exchange on which the Common Stock is traded or, if the Common Stock
is not listed on a United States national or regional stock exchange, as
reported by the Nasdaq National Market, or (ii) if the Common Stock is not
listed or admitted to trading on any United States securities exchange or quoted
on the Nasdaq National Market, the average of the closing bid prices in the
over-the-counter market as furnished by any Nasdaq National Market member firm
selected from time to time by the Company for that purpose.

         "Common Stock" means the common stock, par value $.01 per share, of the
Company authorized at the date of this Indenture. Subject to the provisions of
Section 12.04, shares issuable on conversion or repurchase of Notes shall
include only shares of Common Stock or shares of any class or classes of common
stock resulting from any reclassification or reclassifications thereof;
provided, however, that if at any time there shall be more than one such
resulting class, the shares so issuable upon conversion of Notes shall include
shares of all such classes, and the shares of each 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.

         "Company" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor entity shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor entity.

         "Company Notice" has the meaning specified in Section 4.08(c).




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         "Conversion Agent" means any Person authorized by the Company to
convert Notes in accordance with Section 2.03 and Article 12.

         "Conversion Price" means $1,000 divided by the Conversion Rate.

         "Conversion Rate" has the meaning specified in Section 12.02(a).

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.02; provided, however, for the purpose of
presentation of Notes for payment, transfer or exchange and maintenance of the
registration books, such term shall mean the office at which the Trustee
conducts its corporate agency business, or such other address as to which the
Trustee may give notice to the Company.

         "Covenant Defeasance" has the meaning specified in Section 8.03.

         "Current Market Price of Common Stock" with respect to the Common
Stock, for any day, shall be calculated by the Company and shall be the average
of the daily Closing Price Per Share for the five consecutive Trading Days
selected by the Company commencing not more than 10 Trading Days before, and
ending not later than the earlier of the day in question and the day before the
"ex" date with respect to the issuance or distribution requiring the
calculation; and "ex" date, when used in connection with any issuance or
distribution, means the first date on which the Common Stock trades regular way
in the applicable securities exchange or securities market without the right to
receive such dividend or distribution.

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

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

         "Defaulted Interest" has the meaning specified in Section 2.12.

         "Definitive Notes" means Notes that are in the form of the Notes
attached hereto as Exhibit A, that do not include the Global Note Legend or the
Schedule of Exchanges of Interests in the Global Note.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 as the
Depositary with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

         "Direct Participant" means a participant which may deposit in the
Depositary.

         "Distribution Date" means the "Distribution Date" as such term is
defined in the Rights Agreement.

         "Domestic Subsidiary" means any Subsidiary of the Company that was
formed under the laws of the United States or any state of the United States or
the District of Columbia.





                                       4

<PAGE>   10




         "DTC" has the meaning specified in Section 2.03.

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

         "Event of Default" has the meaning specified in Section 6.01.

         "Expiration Time" has the meaning specified in Section 12.03(5).

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

         "Global Notes" means the Rule 144A Global Notes.

         "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligations the full faith and credit of the United States is pledged.

         "Guarantors" means any Subsidiary of the Company that executes a
Subsidiary Guarantee in accordance with the provisions of this Indenture and
their respective successors and assigns.

         "Holder" means a holder of any of the Notes.

         "Indenture" means this Indenture, as amended or supplemented from time
to time.

         "Indirect Participant" means securities brokers and dealers, banks and
trust companies that clear or maintain a custodial relationship with a Direct
Participant, directly or indirectly.

         "Institutional Accredited Investor" means an "accredited investor" as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act.

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

         "Legal Defeasance" has the meaning specified in Section 8.02.

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York, Milwaukee, Wisconsin or at a place of
payment or a Place of Conversion are authorized by law, regulation or executive
order to remain closed. If a payment date (including any Redemption Date or
Repurchase Date) is a Legal Holiday at a place of payment or a Place of
Conversion, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period.

         "Liquidated Damages" means all liquidated damages then owing pursuant
to Section 8(a) of the Registration Rights Agreement.







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         "Notes" means the 5.00% Convertible Senior Notes due May 15, 2006
issued hereunder.

         "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any indebtedness (and, in the case of the Notes,
Liquidated Damages).

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary, any Assistant Secretary or any Vice-President of such Person.

         "Officer's Certificate" means a certificate signed on behalf of the
Company by the principal executive officer, the principal financial officer, the
treasurer or the principal accounting officer of the Company, that meets the
requirements set forth in Section 14.06.

         "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
14.06. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

         "Participant" means a Direct Participant and/or an Indirect
Participant.

         "Paying Agent" means any Person authorized by the Company to pay the
principal (and premium and Liquidated Damages, if any), or interest on the Notes
on behalf of the Company.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

         "Place of Conversion" has the meaning specified in Section 12.02(c).

         "Private Placement Legend" means the legend required pursuant to
Section 2.06(f).

         "Purchased Shares" has the meaning specified in Section 12.03(5).

         "QIB" means a "Qualified Institutional Buyer" as defined in Rule 144A.

         "Redemption Date," when used with respect to any Notes to be redeemed,
means the date fixed for such redemption pursuant to this Indenture.

         `Registrar" means the Person appointed by the Company to keep the
register which shall be kept for the registration of Notes and of registrations
of transfers of Notes.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of May 8, 2001, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time.

         "Repurchase Date" has the meaning specified in Section 4.08(a).

         "Repurchase Price" has the meaning specified in Section 4.08(a).






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         "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee assigned to
perform the duties of Trustee hereunder and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

         "Restricted Definitive Note" means all Definitive Notes required
pursuant to Section 2.06(f)(i) to bear any Private Placement Legend.

         "Restricted Global Note" means all Global Notes required pursuant to
Section 2.06(f)(i) to bear any Private Placement Legend.

         "Restricted Notes" means all Restricted Definitive Notes and all
Restricted Global Notes.

         "Rights" means "Rights" as such term is defined in the Rights
Agreement.

         "Rights Agreement" means the Rights Agreement, dated as of August 7,
1996, by and between the Company and Firstar Trust Company, as rights agent
thereunder, as such agreement may be amended, modified or supplemented from time
to time.

         "Rule 144A" means Rule 144A promulgated under the Securities Act.

         "Rule 144A Global Note" means a permanent global note that contains the
Global Note Legend and the Schedule of Exchanges of Interests in the Global Note
contained in the form of the Note attached hereto as Exhibit A, and that is
deposited with the Depositary or the Trustee as custodian for the Depositary and
registered in the name of the Depositary (or its nominee), representing Notes.

         "SEC" means the Securities and Exchange Commission.

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

         "Shelf Registration Statement" means the shelf registration statement
required pursuant to Section 2(a) of the Registration Rights Agreement.

         "Significant Domestic Subsidiary" means any Significant Subsidiary
which is a Domestic Subsidiary.

         "Significant Subsidiary" means any Subsidiary of the Company that would
be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation
S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect
on the date hereof.

         "Stated Maturity," when used with respect to any Note or any
installment of interest thereon, means the date specified in such Note as the
fixed date on which the principal of such Note or such installment of interest
is due and payable.

         "Subsidiary" means, with respect to any specified Person:




                                       7

<PAGE>   13



         (1)  any corporation, association or other business entity of which
              more than 50% of the total voting power of shares of Capital
              Stock entitled (without regard to the occurrence of any
              contingency) to vote in the election of directors, managers or
              trustees of the corporation, association or other business entity
              is at the time owned or controlled, directly or indirectly, by
              that Person or one or more of the other Subsidiaries of that
              Person (or a combination thereof); and

         (2)  any partnership (a) the sole general partner or the managing
              general partner of which is such Person or a Subsidiary of such
              Person or (b) the only general partners of which are that Person
              or one or more Subsidiaries of that Person (or any combination
              thereof).

         "Subsidiary Guarantee" means a guaranty by a Significant Domestic
Subsidiary of the Company's Obligations under this Indenture and pursuant to the
Notes.

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

         "Trading Day" means (i) if the Common Stock is listed or admitted for
trading on any national or regional securities exchange, days on which such
national or regional securities exchange is open for business, (ii) if the
Common Stock is quoted on the Nasdaq National Market or any other system of
automated dissemination of quotations of security prices, days on which trades
may be effected through such system, or (iii) if the Common Stock is not listed
on a national or regional securities exchange or quoted on the National Nasdaq
Market or any other system of automated dissemination of quotations of security
prices, days on which the Common Stock is traded regular way in the
over-the-counter market and for which a closing bid and a closing asked price
for the Common Stock are available.

         "Trigger Event" has the meaning specified in Section 12.12.

         "Trustee" means the party named as such in the preamble hereto until a
successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.

         "Unrestricted Definitive Note" means all Definitive Notes not required
pursuant to Section 2.06(f)(i) to bear any Private Placement Legend.

         "Unrestricted Global Note" means all Global Notes not required pursuant
to Section 2.06(f)(i) to bear any Private Placement Legend.

         "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

Section 1.02. Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.





                                       8

<PAGE>   14



         The following TIA terms used in this Indenture have the following
meanings:

         "indenture securities" means the Notes;

         "indenture security holder" means a Holder of a Note;

         "indenture to be qualified" means this Indenture;

         "indenture trustee" or "institutional trustee" means the Trustee; and

         "obligor" on the Notes and the Subsidiary Guarantees means the Company
and the Guarantors, respectively, and any successor obligor upon the Notes and
the Subsidiary Guarantees, respectively.

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

Section 1.03.     Rules of Construction.

         Unless the context otherwise requires:

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

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

         (c)  "or" is not exclusive;

         (d)  words in the singular include the plural, and in the plural
include the singular;

         (e)  provisions apply to successive events and transactions; and

         (f) references to sections of or rules under the Exchange Act, the
Securities Act or the TIA shall be deemed to include substitute, replacement of
successor sections or rules adopted by the SEC from time to time.

                                    ARTICLE 2.
                                    THE NOTES

Section 2.01. Form and Dating.

         (a)  General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A attached hereto.
The Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage. Each Note shall be dated the date of its authentication.
The Notes shall be in denominations of $1,000 and integral multiples thereof.

         The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by




                                       9

<PAGE>   15




their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby. However, to the extent any provision of
any Note conflicts with the express provisions of this Indenture, the provisions
of this Indenture shall govern and be controlling.

         (b) Global Notes. Notes issued in global form shall be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges, redemptions, repurchases and conversions. Any endorsement of
a Global Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06.

         (c) Book-Entry Provisions. The Company shall execute and the Trustee
shall, in accordance with this Section 2.01(c), authenticate and deliver the
Global Notes that (i) shall be registered in the name of the Depositary or the
nominee of the Depositary and (ii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instructions or held by the Trustee
as custodian for the Depositary.

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

         (d) Definitive Notes. Notes issued in certificated form shall be
substantially in the form of Exhibit A attached hereto (but without including
the Global Note Legend or the Schedule of Exchanges of Interests in the Global
Note).

         (e) Transfers of Global Notes. Except as set forth in Section 2.06, the
Global Notes may be transferred, in whole and not in part, only to another
nominee of the Depositary or to a successor of the Depositary or its nominee.

Section 2.02. Execution and Authentication.

         Two Officers shall sign the Notes for the Company by manual or
facsimile signature.





                                       10

<PAGE>   16




         If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note shall nevertheless be valid.

         A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.

         The Trustee shall, upon a written order of the Company signed by two
Officers (an "Authentication Order"), authenticate Notes for original issue up
to the aggregate principal amount of $140,000,000. The aggregate principal
amount of Notes outstanding at any time may not exceed such amount except as
provided in Section 2.07.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.

Section 2.03. Registrar, Paying Agent and Conversion Agent.

         The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange, an office or agency
where Notes may be presented for payment and a Place of Conversion where Notes
may be converted. The Registrar shall keep a register of the Notes and of their
transfer and exchange. The Company may appoint one or more co-registrars and one
or more additional paying agents. The term "Registrar" includes any co-registrar
and the terms "Paying Agent" and "Conversion Agent" include any additional
paying agent or conversion agent. The Company may change any Paying Agent,
Conversion Agent or Registrar without notice to any Holder. The Company shall
notify the Trustee in writing of the name and address of any Agent not a party
to this Indenture. If the Company fails to appoint or maintain another entity as
Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The
Company or any of its Subsidiaries may act as Paying Agent, Conversion Agent or
Registrar.

         The Company initially appoints the Trustee to act as the Registrar,
Paying Agent and Conversion Agent and to act as custodian with respect to the
Global Notes.

         The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

Section 2.04. Paying Agent to Hold Money in Trust.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Liquidated Damages, if any, or interest on the Notes, and
will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company





                                       11

<PAGE>   17




or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of the Holders all money held by it as Paying Agent.
Upon any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.

Section 2.05. Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each Interest Payment Date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA ss. 312(a).

Section 2.06. Transfer and Exchange.

         (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary, (ii)
the Company in its sole discretion determines that the Global Notes (in whole
but not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee or (iii) there has occurred and is
continuing for a period of 120 days a Default or Event of Default with respect
to the Notes. Upon the occurrence of either of the preceding events in (i) or
(ii) above, Definitive Notes shall be issued in such names as the Depositary
shall instruct the Trustee. Global Notes also may be exchanged or replaced, in
whole or in part, as provided in Sections 2.07 and 2.10. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to Section 2.06, Section 2.07 or Section 2.10, shall
be authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b) or (c).

         (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:






                                       12

<PAGE>   18


         (i) Transfer of Beneficial Interests in the Same Global Note.
Beneficial interests in any Restricted Global Note may be transferred to Persons
who take delivery thereof in the form of a beneficial interest in the same
Restricted Global Note in accordance with the transfer restrictions set forth in
the Private Placement Legend. Beneficial interests in any Unrestricted Global
Note may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note. No written orders or
instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.06(b)(i).


         (ii) All Other Transfers and Exchanges of Beneficial Interests in
Global Notes. In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 2.06(b)(i), the transferor of such
beneficial interest must deliver to the Registrar either (A)(1) a written order
from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to credit or
cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged and (2)
instructions given in accordance with the Applicable Procedures containing
information regarding the Participant account to be credited with such increase
or (B)(1) a written order from a Participant or an Indirect Participant given to
the Depositary in accordance with the Applicable Procedures directing the
Depositary to cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged and (2) instructions given by
the Depositary to the Registrar containing information regarding the Person in
whose name such Definitive Note shall be registered to effect the transfer or
exchange referred to in (1) above. Upon satisfaction of all of the requirements
for transfer or exchange of beneficial interests in Global Notes contained in
this Indenture and the Notes or otherwise applicable under the Securities Act,
the Trustee shall adjust the principal amount of the relevant Global Note(s)
pursuant to Section 2.06(g).


         (iii) Transfer of Beneficial Interests to Another Restricted Global
Note. A beneficial interest in any Restricted Global Note may be transferred to
a Person who takes delivery thereof in the form of a beneficial interest in
another Restricted Global Note if the transfer complies with the requirements of
Section 2.06(b)(ii) and the transferor delivers to the Registrar a certificate
in the form of Exhibit B attached hereto, including the certifications in item
(1) thereof.

         (iv) Transfer and Exchange of Beneficial Interests in a Restricted
Global Note for Beneficial Interests in the Unrestricted Global Note. A
beneficial interest in any Restricted Global Note may be exchanged by any holder
thereof for a beneficial interest in an Unrestricted Global Note or transferred
to a Person who takes delivery thereof in the form of a beneficial interest in
an Unrestricted Global Note if the exchange or transfer complies with the
requirements of Section 2.06(b)(ii) and:

              (A) such transfer is effected pursuant to the Shelf Registration
         Statement in accordance with the Registration Rights Agreement; or






                                       13

<PAGE>   19


              (B) the Registrar receives the following:

                     (1) if the holder of such beneficial interest in a
              Restricted Global Note proposes to exchange such beneficial
              interest for a beneficial interest in an Unrestricted Global Note,
              a certificate from such holder in the form of Exhibit C attached
              hereto, including the certifications in item (1)(a) thereof; or

                     (2) if the holder of such beneficial interest in a
              Restricted Global Note proposes to transfer such beneficial
              interest to a Person who shall take delivery thereof in the form
              of a beneficial interest in an Unrestricted Global Note, a
              certificate from such holder in the form of Exhibit B attached
              hereto, including the certifications in item (4) thereof;

         and, in each such case set forth in this subparagraph (B), if the
         Registrar so requests or if the Applicable Procedures so require, an
         Opinion of Counsel in form reasonably acceptable to the Registrar to
         the effect that such exchange or transfer is in compliance with the
         Securities Act and that the restrictions on transfer contained herein
         and in the Private Placement Legend are no longer required in order to
         maintain compliance with the Securities Act.

      If any such transfer is effected pursuant to subparagraph (A) or (B) above
at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02, the Trustee shall authenticate one or more Unrestricted Global
Notes in an aggregate principal amount equal to the aggregate principal amount
of beneficial interests transferred pursuant to subparagraph (A) or (B) above.

      Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

      (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

              (i) Beneficial Interests in Restricted Global Notes to Restricted
      Definitive Notes. If any holder of a beneficial interest in a Restricted
      Global Note proposes to exchange such beneficial interest for a Restricted
      Definitive Note or to transfer such beneficial interest to a Person who
      takes delivery thereof in the form of a Restricted Definitive Note, then,
      upon receipt by the Registrar of the following documentation:

                     (A) if the holder of such beneficial interest in a
              Restricted Global Note proposes to exchange such beneficial
              interest for a Restricted Definitive Note, a certificate from such
              holder in the form of Exhibit C attached hereto, including the a
              certifications in item (2)(a) thereof;

                     (B) if such beneficial interest is being transferred to a
              QIB in accordance with Rule 144A, a certificate to the effect set
              forth in Exhibit B attached hereto, including the certifications
              in item (1) thereof;





                                       14

<PAGE>   20


                     (C) if such beneficial interest is being transferred
              pursuant to an exemption from the registration requirements of the
              Securities Act in accordance with Rule 144 under the Securities
              Act, a certificate to the effect set forth in Exhibit B attached
              hereto, including the certifications in item (3)(a) thereof;

                     (D) if such beneficial interest is being transferred to an
              Institutional Accredited Investor in reliance on an exemption from
              the registration requirements of the Securities Act other than
              those listed in subparagraphs (B) and (C) above, a certificate to
              the effect set forth in Exhibit B attached hereto, including the
              certifications, certificates and Opinion of Counsel required by
              item (3) thereof, if applicable; or

                     (E) if such beneficial interest is being transferred to the
              Company or any of its Subsidiaries, a certificate to the effect
              set forth in Exhibit B attached hereto, including the
              certifications in item (3)(b) thereof,

         the Trustee shall cause the aggregate principal amount of the
         applicable Global Note to be reduced accordingly pursuant to Section
         2.06(g), and the Company shall execute and the Trustee shall
         authenticate and deliver to the Person designated in the instructions a
         Definitive Note in the appropriate principal amount. Any Definitive
         Note issued in exchange for a beneficial interest in a Restricted
         Global Note pursuant to this Section 2.06(c) shall be registered in
         such name or names and in such authorized denomination or denominations
         as the holder of such beneficial interest shall instruct the Registrar
         through instructions from the Depositary and the Participant or
         Indirect Participant. The Trustee shall deliver such Definitive Notes
         to the Persons in whose names such Notes are so registered. Any
         Definitive Note issued in exchange for a beneficial interest in a
         Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear
         the Private Placement Legend and shall be subject to all restrictions
         on transfer contained therein.

              (ii) Beneficial Interests in Restricted Global Notes to
         Unrestricted Definitive Notes. A holder of a beneficial interest in a
         Restricted Global Note may exchange such beneficial interest for an
         Unrestricted Definitive Note or may transfer such beneficial interest
         to a Person who takes delivery thereof in the form of an Unrestricted
         Definitive Note only if:

                     (A) such transfer is effected pursuant to the Shelf
              Registration Statement in accordance with the Registration Rights
              Agreement; or

                     (B) the Registrar receives the following:

                              (1) if the holder of such beneficial interest in a
                     Restricted Global Note proposes to exchange such beneficial
                     interest for a Definitive Note that does not bear the
                     Private Placement Legend, a certificate from such holder in
                     the form of Exhibit C attached hereto, including the
                     certifications in item (1)(b) thereof; or

                              (2) if the holder of such beneficial interest in a
                     Restricted Global Note proposes to transfer such beneficial
                     interest to a Person who shall



                                       15

<PAGE>   21


                     take delivery thereof in the form of a Definitive Note that
                     does not bear the Private Placement Legend, a certificate
                     from such holder in the form of Exhibit B attached hereto,
                     including the certifications in item (4) thereof;

              and, in each such case set forth in this subparagraph (B), if the
              Registrar so requests or if the Applicable Procedures so require,
              an Opinion of Counsel in form reasonably acceptable to the
              Registrar to the effect that such exchange or transfer is in
              compliance with the Securities Act and that the restrictions on
              transfer contained herein and in the Private Placement Legend are
              no longer required in order to maintain compliance with the
              Securities Act.

              (iii) Beneficial Interests in Unrestricted Global Notes to
      Unrestricted Definitive Notes. If any holder of a beneficial interest in
      an Unrestricted Global Note proposes to exchange such beneficial interest
      for a Definitive Note or to transfer such beneficial interest to a Person
      who takes delivery thereof in the form of a Definitive Note, then, upon
      satisfaction of the conditions set forth in Section 2.06(b)(ii), the
      Trustee shall cause the aggregate principal amount of the applicable
      Global Note to be reduced accordingly pursuant to Section 2.06(g), and the
      Company shall execute and the Trustee shall authenticate and deliver to
      the Person designated in the instructions a Definitive Note in the
      appropriate principal amount. Any Definitive Note issued in exchange for a
      beneficial interest pursuant to this Section 2.06(c)(iii) shall be
      registered in such name or names and in such authorized denomination or
      denominations as the holder of such beneficial interest shall instruct the
      Registrar through instructions from the Depositary and the Participant or
      Indirect Participant. The Trustee shall deliver such Definitive Notes to
      the Persons in whose names such Notes are so registered. Any Definitive
      Note issued in exchange for a beneficial interest pursuant to this Section
      2.06(c)(iii) shall not bear the Private Placement Legend.

      (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

              (i) Restricted Definitive Notes to Beneficial Interests in
      Restricted Global Notes. If any Holder of a Restricted Definitive Note
      proposes to exchange such Note for a beneficial interest in a Restricted
      Global Note or to transfer such Restricted Definitive Notes to a Person
      who takes delivery thereof in the form of a beneficial interest in a
      Restricted Global Note, then, upon receipt by the Registrar of the
      following documentation:

                     (A) if the Holder of such Restricted Definitive Note
              proposes to exchange such Note for a beneficial interest in a
              Restricted Global Note, a certificate from such Holder in the form
              of Exhibit C attached hereto, including the certifications in item
              (2)(b) thereof;

                     (B) if such Restricted Definitive Note is being transferred
              to a QIB in accordance with Rule 144A, a certificate to the effect
              set forth in Exhibit B attached hereto, including the
              certifications in item (1) thereof;







                                       16

<PAGE>   22





              (C) if such Restricted Definitive Note is being transferred
         pursuant to an exemption from the registration requirements of the
         Securities Act in accordance with Rule 144 under the Securities Act, a
         certificate to the effect set forth in Exhibit B attached hereto,
         including the certifications in item (3)(a) thereof;

              (D) if such Restricted Definitive Note is being transferred to an
         Institutional Accredited Investor in reliance on an exemption from the
         registration requirements of the Securities Act other than those listed
         in subparagraphs (B) and (C) above, a certificate to the effect set
         forth in Exhibit B attached hereto, including the certifications,
         certificates and Opinion of Counsel required by item (3) thereof, if
         applicable;

              (E) if such Restricted Definitive Note is being transferred to the
         Company or any of its Subsidiaries, a certificate to the effect set
         forth in Exhibit B attached hereto, including the certifications in
         item (3)(b) thereof; or

              (F) if such Restricted Definitive Note is being transferred
         pursuant to an effective registration statement under the Securities
         Act, a certificate to the effect set forth in Exhibit B attached
         hereto, including the certifications in item (3)(c) thereof,

         the Trustee shall cancel the Restricted Definitive Note, increase or
         cause to be increased the aggregate principal amount of the appropriate
         Restricted Global Note.

         (ii) Restricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer
such Restricted Definitive Note to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note only if:

              (A) such transfer is effected pursuant to the Shelf Registration
         Statement in accordance with the Registration Rights Agreement; or

              (B) the Registrar receives the following:

                     (1) if the Holder of such Definitive Notes proposes to
              exchange such Notes for a beneficial interest in the Unrestricted
              Global Note, a certificate from such Holder in the form of Exhibit
              C attached hereto, including the certifications in item (1)(c)
              thereof; or

                     (2) if the Holder of such Definitive Notes proposes to
              transfer such Notes to a Person who shall take delivery thereof in
              the form of a beneficial interest in the Unrestricted Global Note,
              a certificate from such Holder in the form of Exhibit B attached
              hereto, including the certifications in item (4) thereof;








                                       17

<PAGE>   23


              and, in each such case set forth in this subparagraph (B), if the
              Registrar so requests or if the Applicable Procedures so require,
              an Opinion of Counsel in form reasonably acceptable to the
              Registrar to the effect that such exchange or transfer is in
              compliance with the Securities Act and that the restrictions on
              transfer contained herein and in the Private Placement Legend are
              no longer required in order to maintain compliance with the
              Securities Act.

         Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase
or cause to be increased the aggregate principal amount of the Unrestricted
Global Note.

              (iii) Unrestricted Definitive Notes to Beneficial Interests in
         Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
         may exchange such Note for a beneficial interest in an Unrestricted
         Global Note or transfer such Definitive Notes to a Person who takes
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note at any time. Upon receipt of a request for
         such an exchange or transfer, the Trustee shall cancel the applicable
         Unrestricted Definitive Note and increase or cause to be increased the
         aggregate principal amount of one of the Unrestricted Global Notes.

                  If any such exchange or transfer from a Definitive Note to a
         beneficial interest is effected pursuant to subparagraphs (ii)(B),
         (ii)(C) or (iii) above at a time when an Unrestricted Global Note has
         not yet been issued, the Company shall issue and, upon receipt of an
         Authentication Order in accordance with Section 2.02, the Trustee shall
         authenticate one or more Unrestricted Global Notes in an aggregate
         principal amount equal to the principal amount of Definitive Notes so
         transferred.

         (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                     (i) Restricted Definitive Notes to Restricted Definitive
              Notes. Any Restricted Definitive Note may be transferred to and
              registered in the name of Persons who take delivery thereof in the
              form of a Restricted Definitive Note if the Registrar receives the
              following:

                             (A) if the transfer will be made pursuant to Rule
                     144A, then the transferor must deliver a certificate in the
                     form of Exhibit B attached hereto, including the
                     certifications in item (1) thereof; and

                             (B) if the transfer will be made pursuant to any
                     other exemption from the registration requirements of the
                     Securities Act, then the transferor must deliver




                                       18

<PAGE>   24

                     a certificate in the form of Exhibit B attached hereto,
                     including the certifications, certificates and Opinion of
                     Counsel required by item (3) thereof, if applicable.

                     (ii) Restricted Definitive Notes to Unrestricted Definitive
         Notes. Any Restricted Definitive Note may be exchanged by the Holder
         thereof for an Unrestricted Definitive Note or transferred to a Person
         or Persons who take delivery thereof in the form of an Unrestricted
         Definitive Note if:

                             (A) any such transfer is effected pursuant to the
                     Shelf Registration Statement in accordance with the
                     Registration Rights Agreement; or

                             (B) the Registrar receives the following:

                                  (1) if the Holder of such Restricted
                             Definitive Notes proposes to exchange such Notes
                             for an Unrestricted Definitive Note, a certificate
                             from such Holder in the form of Exhibit C attached
                             hereto, including the certifications in item (1)(d)
                             thereof; or

                                  (2) if the Holder of such Restricted
                             Definitive Notes proposes to transfer such Notes to
                             a Person who shall take delivery thereof in the
                             form of an Unrestricted Definitive Note, a
                             certificate from such Holder in the form of Exhibit
                             B attached hereto, including the certifications in
                             item (4) thereof;

                     and, in each such case set forth in this subparagraph (B),
                     if the Registrar so requests, an Opinion of Counsel in form
                     reasonably acceptable to the Company to the effect that
                     such exchange or transfer is in compliance with the
                     Securities Act and that the restrictions on transfer
                     contained herein and in the Private Placement Legend are no
                     longer required in order to maintain compliance with the
                     Securities Act.

                     (iii) Unrestricted Definitive Notes to Unrestricted
              Definitive Notes. A Holder of Unrestricted Definitive Notes may
              transfer such Notes to a Person who takes delivery thereof in the
              form of an Unrestricted Definitive Note. Upon receipt of a request
              to register such a transfer, the Registrar shall register the
              Unrestricted Definitive Notes pursuant to the instructions from
              the Holder thereof.

              (f) Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                     (i) Private Placement Legend.

                             (A) Except as permitted by subparagraph (B) below,
                     each Global Note and each Definitive Note (and all Notes
                     issued in exchange therefor or substitution thereof) shall
                     bear the legend in substantially the following form:




                                       19

<PAGE>   25


"THE CONVERTIBLE NOTES EVIDENCED HEREBY AND ANY COMMON STOCK ISSUABLE UPON
CONVERSION OF THESE CONVERTIBLE NOTES HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL
INVESTOR (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT AND (B) BY SUBSEQUENT INVESTORS, AS SET
FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN
A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF
THE UNITED STATES."

                     (B) Notwithstanding the foregoing, any Global Note or
              Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(ii),
              (c)(iii), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) to this Section
              2.06 (and all Notes issued in exchange therefor or substitution
              thereof) shall not bear the Private Placement Legend.

              (ii) Global Note Legend. Each Global Note shall bear a legend in
         substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OR 9.05 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF BRIGGS & STRATTON
CORPORATION."

         (g) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11. At any
time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note or for Definitive Notes,
the principal amount of Notes







                                       20

<PAGE>   26


represented by such Global Note shall be reduced accordingly and an endorsement
shall be made on such Global Note by the Trustee or by the Depositary at the
direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note,
such other Global Note shall be increased accordingly and an endorsement shall
be made on such Global Note by the Trustee or by the Depositary at the direction
of the Trustee to reflect such increase.

         (h) General Provisions Relating to Transfers and Exchanges.

              (i) To permit registrations of transfers and exchanges, the
         Company shall execute and the Trustee shall authenticate Global Notes
         and Definitive Notes upon the Company's order or at the Registrar's
         request.

              (ii) No service charge shall be made to a holder of a beneficial
         interest in a Global Note or to a Holder of a Definitive Note for any
         registration of transfer or exchange, but the Company may require
         payment of a sum sufficient to cover any transfer tax or similar
         governmental charge payable in connection therewith (other than any
         such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.06, 4.08, and 12.08.

              (iii) The Registrar shall not be required to register the transfer
         of or exchange any Note selected for redemption in whole or in part,
         except the unredeemed portion of any Note being redeemed in part.

              (iv) All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes shall be the valid obligations of the Company, evidencing the
         same debt, and entitled to the same benefits under this Indenture, as
         the Global Notes or Definitive Notes surrendered upon such registration
         of transfer or exchange.

              (v) The Company shall not be required (A) to issue, to register
         the transfer of or to exchange any Notes during a period beginning at
         the opening of business 15 days before the day of any selection of
         Notes for redemption under Section 3.02 and ending at the close of
         business on the day of selection, (B) to register the transfer of or to
         exchange any Note so selected for redemption in whole or in part,
         except the unredeemed portion of any Note being redeemed in part or (C)
         to register the transfer of or to exchange a Note between a record date
         and the next succeeding Interest Payment Date.

              (vi) Prior to due presentment for the registration of a transfer
         of any Note, the Trustee, any Agent and the Company may deem and treat
         the Person in whose name any Note is registered as the absolute owner
         of such Note for the purpose of receiving payment of principal of and
         interest on such Notes and for all other purposes, and none of the
         Trustee, any Agent or the Company shall be affected by notice to the
         contrary.

              (vii) The Trustee shall authenticate Global Notes and Definitive
         Notes in accordance with the provisions of Section 2.02.





                                       21

<PAGE>   27


              (viii) All certifications, certificates and Opinions of Counsel
         required to be submitted to the Registrar pursuant to this Section 2.06
         to effect a registration of transfer or exchange may be submitted by
         facsimile.

Section 2.07. Replacement Notes.

         If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

         Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.08. Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note.

         If a Note is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be
outstanding upon surrender of such Note and replacement thereof pursuant to
Section 2.07.

         If the principal amount of any Note is considered paid under Section
4.01, it ceases to be outstanding and interest on it ceases to accrue.

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a Redemption Date, Repurchase Date or
maturity date, money sufficient to pay Notes payable on that date, then on and
after that date such Notes shall be deemed to be no longer outstanding and shall
cease to accrue interest.

Section 2.09. Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Affiliate of the Company, shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes that the Trustee knows are so owned shall be so disregarded.


                                       22

<PAGE>   28




Section 2.10. Temporary Notes.

         Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.

         Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

Section 2.11. Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar, Paying Agent and Conversion Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer,
exchange, payment or conversion. The Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, conversion, payment,
replacement or cancellation and shall destroy canceled Notes (subject to the
record retention requirement of the Exchange Act). Certification of the
destruction of all canceled Notes shall be delivered to the Company. The Company
may not issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation.

Section 2.12. Defaulted Interest.

         If the Company defaults in a payment of interest on the Notes
("Defaulted Interest"), it shall pay the Defaulted Interest in any lawful manner
plus, to the extent lawful, interest payable on the Defaulted Interest, to the
Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Section 4.01. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Note and the date of the proposed payment. The Company shall fix or cause
to be fixed each such special record date and payment date, provided that no
such special record date shall be less than 10 days prior to the related payment
date for such Defaulted Interest. At least 15 days before the special record
date, the Company (or, upon the written request of the Company, the Trustee in
the name and at the expense of the Company) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01. Notice to Trustee.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07, it shall furnish to the Trustee, at least
15 days (unless a shorter notice period shall be satisfactory to the Trustee)
but not more than 60 days before a Redemption Date, an Officer's Certificate
setting forth, (i) the Redemption Date, (ii) the principal amount of Notes to be
redeemed and (iii) the redemption price.






                                       23

<PAGE>   29


Section 3.02. Selection of Notes to Be Redeemed.

         If less than all of the Notes are to be redeemed at any time, the
Trustee will select Notes for redemption as follows:

         (a) if the Notes are listed on any national securities exchange, in
compliance with the requirements of the principal national securities exchange
on which the Notes are listed; or

         (b) if the Notes are not listed on any national securities exchange, on
a pro rata basis by lot or such method as the Trustee shall deem fair and
appropriate. In the event of partial redemption by lot, the particular Notes to
be redeemed shall be selected, unless otherwise provided herein, not less than
30 nor more than 60 days prior to the Redemption Date by the Trustee from the
outstanding Notes not previously called for redemption.

         The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

         No Notes of $1,000 or less, if any, can be redeemed in part.

Section 3.03. Notice of Redemption.

         Notices of redemption shall be given to Holders in accordance with
Section 14.02 at least 30 but not more than 60 days before the Redemption Date,
except that redemption notices may be given more than 60 days prior to a
Redemption Date if the notice is issued in connection with a defeasance of the
Notes or a satisfaction and discharge of this Indenture. Promptly after giving
such notice, the Company shall make a public announcement thereof by release
made to Reuters Economic Services and Bloomberg Business News.

         The notice, which shall be irrevocable, shall identify the Notes to be
redeemed and shall state:

         (a) the Redemption Date;

         (b) the redemption price and the amount of accrued interest and
Liquidated Damages, if any, to the Redemption Date;

         (c) if less than all outstanding Notes are to be redeemed, the
aggregate principal amount of Notes to be redeemed and the aggregate principal
amount of Notes which will be outstanding after such partial redemption;

         (d) if any Note is to be redeemed in part only, the portion of the
principal amount of that Note that is to be redeemed and that, after the
Redemption Date, upon surrender of that





                                       24

<PAGE>   30


Note, a new Note in principal amount equal to the unredeemed portion of that
Note will be issued;

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

         (f) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price and the amount of accrued interest and
Liquidated Damages, if any;

         (g) that, unless the Company defaults in making such redemption
payment, interest (and Liquidated Damages, if any) on Notes called for
redemption ceases to accrue on and after the Redemption Date;

         (h) the Conversion Rate, that the right to convert the Notes called for
redemption will terminate at the close of business on the Business Day
immediately preceding the Redemption Date and the Place of Conversion; and

         (i) that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Notes.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
Redemption Date, an Officer's Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

Section 3.04. Effect of Notice of Redemption.

         Notes called for redemption become due on the Redemption Date. Subject
to Section 3.05, on and after the Redemption Date, interest and Liquidated
Damages, if any, cease to accrue on Notes or portions of them called for
redemption. Notices of redemption may not be conditional.

Section 3.05. Deposit of Redemption Price.

         One Business Day prior to the Redemption Date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued interest and Liquidated Damages, if any, on all
Notes to be redeemed on that date. The Trustee or the Paying Agent shall
promptly return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued interest and Liquidated Damages, if any, on,
all Notes to be redeemed.

         If the Company complies with the provisions of the preceding paragraph,
on and after the Redemption Date, interest and Liquidated Damages, if any, shall
cease to accrue on the Notes or the portions of Notes called for redemption. If
a Note is redeemed on or after an interest record date but on or prior to the
related Interest Payment Date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption shall not be so
paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph,





                                       25

<PAGE>   31



interest shall be paid on the unpaid principal, from the Redemption Date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01.

Section 3.06. Notes Redeemed in Part.

         If any Note is to be redeemed in part only, the notice of redemption
that relates to that Note will state the portion of the principal amount of that
Note that is to be redeemed. A new Note in principal amount equal to the
unredeemed portion of the original Note will be issued in the name of the Holder
of that Note upon cancellation of the Note redeemed in part.

Section 3.07. Optional Redemption.

         The Notes may be redeemed, at the Company's option, in whole or in
part, at any time and from time to time on and after May 15, 2004, at the
following redemption prices (expressed as percentages of the principal amount),
if redeemed during the twelve-month period beginning on the date indicated
below, in each case, together with accrued and unpaid interest (and Liquidated
Damages, if any) to the Redemption Date:

<TABLE>
<CAPTION>
               Year                               Redemption Price
               ----                               ----------------
            <S>                                  <C>
               May 15, 2004                                102%
               May 15, 2005                                101%
</TABLE>


         Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of this Article 3.

Section 3.08. Mandatory Redemption.

         The Company is not required to make mandatory redemption or sinking
fund payments with respect to the Notes.

                                    ARTICLE 4.
                                    COVENANTS

Section 4.01. Payment of Notes.

         The Company shall pay or cause to be paid the principal of, premium and
Liquidated Damages, if any, and interest on the Notes on the dates and in the
manner provided in the Notes. Principal, premium and Liquidated Damages, if any,
and interest shall be considered paid on the date due if the Paying Agent, if
other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern
Time on the due date money deposited by the Company in immediately available
funds and designated for and sufficient to pay all principal, premium and
Liquidated Damages, if any, and interest then due. The Company shall pay all
Liquidated Damages, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.

         The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the




                                       26

<PAGE>   32



then applicable interest rate on the Notes to the extent lawful; it shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace period) at the same rate to the extent
lawful.

Section 4.02. Maintenance of Office or Agency.

         The Company shall maintain in the Borough of Manhattan, The City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange or for presentation for payment or for
conversion, redemption or repurchase and where notices and demands to or upon
the Company in respect of the Notes and this Indenture may be served. The
Company shall 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 of the
Trustee.

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

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company (including a Place of Conversion) in
accordance with Section 2.03.

Section 4.03. Reports.

         Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company shall furnish to the Holders of
Notes, within the time periods specified in the SEC's rules and regulations:

         (a) all quarterly and annual financial information that would be
required to be contained in a filing with the SEC on Forms 10-Q and 10-K
(including all exhibits) if the Company were required to file such Forms,
including a "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and, with respect to the annual information only, a
report on the annual financial statements by the Company's certified independent
accountants; and

         (b) all current reports that would be required to be filed with the SEC
on Form 8-K if the Company were required to file such reports.

         In addition, whether or not required by the rules and regulations of
the SEC, the Company shall file a copy of all of the information and reports
referred to in clauses (a) and (b)






                                       27

<PAGE>   33


above with the SEC for public availability within the time periods specified in
the SEC's rules and regulations (unless the SEC will not accept such a filing)
and make such information available to securities analysts and prospective
investors upon request. In addition, the Company and the Guarantors have agreed
that, for so long as any Notes remain outstanding, they shall furnish to the
Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act. The Company shall at all times comply with TIA ss.
314(a).

Section 4.04. Compliance Certificate.

         (a) The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officer's Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officer with a view to
determining whether each of the Company and the Guarantors has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
such Officer's knowledge each of the Company and the Guarantors has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which such Officer may have knowledge and what action the Company is taking
or proposes to take with respect thereto) and that to the best of such Officer's
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest or Liquidated Damages, if
any, on the Notes is prohibited or if such event has occurred, a description of
the event and what action the Company is taking or proposes to take with respect
thereto.

         (b) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officer's Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Section 4.05. Taxes.

         The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders.

Section 4.06. Stay, Extension and Usury Laws.

         The Company and each of the Guarantors covenants (to the extent that it
may lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not, by resort to any






                                       28

<PAGE>   34



such law, hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as
though no such law has been enacted.

Section 4.07. Corporate Existence.

         Subject to Article 5 and Section 10.05, the Company shall do or cause
to be done all things necessary to preserve and keep in full force and effect
(i) its corporate existence, and the corporate, partnership or other existence
of each Guarantor, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Guarantor, and (ii) the rights (charter and statutory), licenses and franchises
of the Company and each Guarantor; provided, however, that the Company and any
Guarantor shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence, if the Board of
Directors of the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders.

Section 4.08. Change in Control.

         (a) In the event that a Change in Control shall occur, then each Holder
shall have the right, at the Holder's option, but subject to the provisions of
paragraph (b) of this Section, to require the Company to repurchase, and upon
the exercise of such right the Company shall repurchase, all of such Holder's
Notes not theretofore called for redemption, or any portion of the principal
thereof that is equal to $1,000 or any integral multiple of $1,000 in excess
thereof (provided that no single Note may be repurchased in part unless the
portion of the principal of such Note to be outstanding after such repurchase is
at least $1,000), on the date (the "Repurchase Date") that is 45 days after the
date of the Company Notice at a purchase price equal to 100% of the principal
amount of the Notes to be repurchased plus interest and Liquidated Damages, if
any, accrued to the Repurchase Date (the "Repurchase Price"); provided, however,
that installments of interest on Notes whose Stated Maturity is on or prior to
the Repurchase Date shall be payable to the Holders of such Notes registered as
such on the relevant record date according to their terms and the provisions of
Section 4.01. Such right to require the repurchase of the Notes shall not
continue after a discharge of the Company from its obligations with respect to
the Notes in accordance with the provisions of Article 11 unless a Change in
Control shall have occurred prior to such discharge. At the option of the
Company, the Repurchase Price may be paid in cash or, subject to the fulfillment
by the Company of the conditions set forth in paragraph (b) of this Section, by
delivery of shares of Common Stock having a fair market value equal to the
Repurchase Price. Whenever in this Indenture there is a reference, in any
context, to the principal of any Notes as of any time, such reference shall be
deemed to include reference to the Repurchase Price payable in respect of such
Notes to the extent that such Repurchase Price is, was or would be so payable at
such time, and express mention of the Repurchase Price in any provision of this
Indenture shall not be construed as excluding the Repurchase Price in those
provisions of this Indenture when such express mention is not made; provided,
however, that for the purposes of Article 12 such reference shall be deemed to
include reference to the Repurchase Price only to the extent the Repurchase
Price is payable in cash.





                                       29

<PAGE>   35


         (b) The Company may elect to pay the Repurchase Price by delivery of
shares of Common Stock pursuant to paragraph (a) of this Section if and only if
the following conditions shall have been satisfied:

              (1) the shares of Common Stock deliverable in payment of the
         Repurchase Price shall have a fair market value as of the Repurchase
         Date not less than the Repurchase Price. For purposes of paragraphs (a)
         and (b) of this Section, the fair market value of the shares of Common
         Stock shall be determined by the Company and shall be equal to 95% of
         the average of the Closing Prices Per Share of the Common Stock for the
         five consecutive Trading Days immediately preceding and including the
         third Trading Day prior to the Repurchase Date;

              (2) the shares of Common Stock to be issued upon repurchase of
         Notes hereunder (i) shall not require registration under any federal
         securities laws before such shares may be freely transferable without
         being subject to any transfer restrictions under the Securities Act
         upon repurchase or, if such registration is required, such registration
         shall be completed and shall become effective prior to the Repurchase
         Date, and (ii) shall not require registration with or approval of any
         governmental authority under any state law or any other federal law
         before such shares may be validly issued or delivered upon repurchase
         or, if such registration or approval is required, such registration
         shall be completed or such approval shall be obtained prior to the
         Repurchase Date;

              (3) the shares of Common Stock to be issued upon repurchase of
         Notes hereunder are, or shall have been, listed on a national
         securities exchange or approved for quotation on the Nasdaq National
         Market (including each national securities exchange on which the Common
         Stock is generally so listed and the Nasdaq National Market if the
         Common Stock is so quoted), prior to the Repurchase Date; and

              (4) all shares of Common Stock which may be issued upon repurchase
         of Notes will be issued out of the Company's authorized but unissued
         Common Stock or treasury shares and will, upon issue, be duly and
         validly issued and fully paid and nonassessable (except as otherwise
         provided in Section 180.0622(2)(b) of the Wisconsin Business
         Corporation Law) and free of any preemptive or similar rights.

         If all of the conditions set forth in this paragraph (b) are not
satisfied in accordance with the terms thereof, the Repurchase Price shall be
paid by the Company only in cash.

         (c) (1) Unless the Company shall have theretofore called for redemption
         all of the outstanding Notes, on or before the 30th day after the
         occurrence of a Change in Control, the Company or, at the request and
         expense of the Company on or before the 30th day after such occurrence,
         the Trustee, shall give to all Holders in the manner provided in
         Section 14.02, notice (the "Company Notice") of the occurrence of the
         Change in Control and of the repurchase right set forth herein arising
         as a result thereof. The Company shall also deliver a copy of such
         Company Notice to the Trustee.

         Each Company Notice shall state:

              (i) the Repurchase Date;




                                       30

<PAGE>   36




              (ii) the date by which the repurchase right (the 30th day after
         the date of the Company Notice), must be exercised;

              (iii) the Repurchase Price, and whether the Repurchase Price shall
         be paid by the Company in cash or by delivery of shares of Common
         Stock;

              (iv) a description of the procedure which a Holder must follow to
         exercise a repurchase right, and the place or places where such Notes,
         together with the notice of exercise, are to be surrendered and
         delivered for payment of the Repurchase Price;

              (v) that on the Repurchase Date the Repurchase Price will become
         due and payable upon each such Note designated by the Holder to be
         repurchased, and that interest and Liquidated Damages, if any, thereon
         shall cease to accrue on and after said date; and

              (vi) the Conversion Rate then in effect, and that the right to
         convert the principal of the Notes to be repurchased will terminate at
         the close of business on the Business Day immediately preceding the
         Repurchase Date and the Place of Conversion.

         No failure of the Company to give the foregoing notices or defect
         therein shall limit any Holder's right to exercise a repurchase right
         or affect the validity of the proceedings for the repurchase of Notes.

         If any of the foregoing provisions or other provisions of this Section
         4.08 are inconsistent with applicable law, such law shall govern.

              (2) To exercise a repurchase right, a Holder shall deliver to the
         Trustee on or before the 30th day after the date of the Company Notice
         (i) written notice of the Holder's exercise of such right, which notice
         shall set forth the name of the Holder, the principal of the Notes to
         be repurchased (and, if any Notes are to be repurchased in part, the
         serial number thereof, the portion of the principal thereof to be
         repurchased and the name of the Person in which the portion thereof to
         remain outstanding after such repurchase is to be registered) and a
         statement that an election to exercise the repurchase right is being
         made thereby, and, in the event that the Repurchase Price shall be paid
         in shares of Common Stock, the name or names (with addresses) in which
         the certificate or certificates for shares of Common Stock shall be
         issued, and (ii) the Notes with respect to which the repurchase right
         is being exercised. Such written notice shall be irrevocable, except
         that the right of the Holder to convert the Notes with respect to which
         the repurchase right is being exercised shall continue until the close
         of business on the Business Day immediately preceding the Repurchase
         Date.

              (3) In the event a repurchase right shall be exercised in
         accordance with the terms hereof, the Company shall pay or cause to be
         paid to the Trustee the Repurchase Price in cash or shares of Common
         Stock, as provided above, for payment to the Holder on the Repurchase
         Date or, if shares of Common Stock are to be paid, as promptly as
         practicable after the Repurchase Date, payable with respect to the
         Notes as to which the repurchase right has been exercised; provided,
         however, that installments of interest with a Stated Maturity on or
         prior to the Repurchase Date shall be payable in cash to the





                                       31

<PAGE>   37



         Holders of such Notes registered as such at the close of business on
         the relevant regular record date. The Company covenants that, if the
         Repurchase Price is to be paid in cash, at least one Business Day prior
         to the Repurchase Date it 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) an amount of money sufficient to pay the
         principal of, Liquidated Damages, if any, and (except if the Repurchase
         Date shall be an Interest Payment Date) accrued interest on, all the
         Notes or portions thereof, as the case may be, to be repurchased on
         such Repurchase Date.

              (4) If any Notes (or portions thereof) surrendered for repurchase
         shall not be so paid on the Repurchase Date, the principal amount of
         such Notes (or portion thereof as the case may be) shall, until paid,
         bear interest to the extent permitted by applicable law from the
         Repurchase Date at the rate specified in the Notes and Section 4.01,
         and such Notes shall remain convertible into Common Stock until the
         principal amount of such Notes (or portion thereof, as the case may be)
         shall have been paid or duly provided for.

              (5) Any Notes which are to be repurchased only in part shall be
         surrendered to the Trustee (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 such Holder's attorney duly authorized in writing),
         and the Company shall execute, and the Trustee shall authenticate and
         make available for delivery to the Holder of such Notes without service
         charge, a new Note or Notes containing identical terms and conditions,
         each in an authorized denomination in aggregate principal amount equal
         to and in exchange for the unrepurchased portion of the principal
         amount of the Notes so surrendered.

              (6) Any issuances of shares of Common Stock in respect of the
         Repurchase Price shall be deemed to have been effected immediately
         prior to the close of business on the Repurchase Date and the Person or
         Persons in whose name or names any certificate or certificates for
         shares of Common Stock shall be issuable upon such repurchase shall be
         deemed to have become on the Repurchase Date the holder or holders of
         record of the shares represented thereby; provided, however, that any
         surrender for repurchase on a date when the stock transfer books of the
         Company shall be closed shall constitute the Person or Persons in whose
         name or names the certificate or certificates for such shares are to be
         issued as the record holder or holders thereof for all purposes at the
         opening of business on the next succeeding day on which such stock
         transfer books are open. No payment or adjustment shall be made for
         dividends or distributions on any Common Stock issued upon repurchase
         of any Notes declared prior to the Repurchase Date.

              (7) No fractions of shares shall be issued upon repurchase of
         Notes. If more than one Note shall be repurchased from the same Holder
         and the Repurchase Price shall be payable in shares of Common Stock,
         the number of full shares which shall be issuable upon such repurchase
         shall be computed on the basis of the aggregate principal amount of the
         Notes so repurchased. Instead of any fractional share of Common Stock
         which would otherwise be issuable on the repurchase of any Note or
         Notes, the Company will deliver to the applicable Holder its check for
         the current market value of such fractional share. The current market
         value of a fraction of a share is determined by multiplying the current





                                       32

<PAGE>   38



         market price of a full share by the fraction, and rounding the result
         to the nearest cent. For purposes of this Section, the current market
         price of a share of Common Stock is the Closing Price Per Share of the
         Common Stock on the Trading Day immediately preceding the Repurchase
         Date

              (8) Any issuance and delivery of certificates for shares of Common
         Stock on repurchase of Notes shall be made without charge to the Holder
         of Notes being repurchased for such certificate or for any tax or duty
         in respect of the issuance or delivery of such certificates or the
         shares of Common Stock represented thereby; provided, however, that the
         Company shall not be required to pay any tax or duty which may be
         payable in respect of (i) income of the Holder or (ii) any transfer
         involved in the issuance or delivery of certificates for shares of
         Common Stock in a name other than that of the Holder of the Notes being
         repurchased, and no such issuance or delivery shall be made unless and
         until the Person requesting such issuance or delivery has paid to the
         Company the amount of any such tax or duty or has established, to the
         satisfaction of the Company, that such tax or duty has been paid.

              (9) All Notes delivered for repurchase shall be delivered to the
         Trustee to be canceled at the direction of the Trustee, which shall
         dispose of the same as provided in Section 2.11.

         (d) In the case of any consolidation, merger, conveyance, sale,
transfer or lease of all or substantially all of the assets of the Company to
which Section 12.04 applies, in which the Common Stock of the Company is changed
or exchanged as a result into the right to receive shares of stock and other
securities, property or assets (including cash), which includes shares of'
Common Stock of the Company or common stock of another Person that are, or upon
issuance will be, traded on a United States national securities exchange or
approved for trading on an established over-the-counter trading market in the
United States, and such shares constitute at the time such change or exchange
becomes effective in excess of 50% of the aggregate fair market value of such
shares of stock and other securities, property and assets (including cash) (as
determined by the Company, which determination shall be conclusive and binding),
then the Person formed by such consolidation or resulting from such merger or
which acquires all or substantially all of the assets of the Company, as the
case may be, shall execute and deliver to the Trustee a supplemental indenture
(which shall comply with the TIA as in force and effect at the date of execution
of such supplemental indenture) modifying the provisions of this Indenture
relating to the right of Holders to cause the Company to repurchase the Notes
following a Change in Control, including, without limitation, the applicable
provisions of this Section 4.08 and the definitions of Common Stock and Change
in Control, as appropriate, and such other related definitions set forth herein
as determined in good faith by the Company (which determination shall be
conclusive and binding), to make such provisions apply in the event of a
subsequent Change in Control to the common stock and the issuer thereof if
different from the Company and the Common Stock (in lieu of the Company and the
Common Stock).

         (e) The Company shall comply with the requirements of Rules 13e-4 and
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection
with the repurchase of Notes as a result of a Change in Control.




                                       33

<PAGE>   39



Section 4.09. Subsidiary Guarantees.

         If at any time a Domestic Subsidiary constitutes a Significant Domestic
Subsidiary, then such Domestic Subsidiary shall become a Guarantor and execute a
supplemental indenture and deliver an Opinion of Counsel satisfactory to the
Trustee within 10 Business Days of the date when such event occurs. These
Subsidiary Guarantees shall be joint and several obligations of the Guarantors;
provided, however, that the obligations of each Guarantor under its Subsidiary
Guarantee shall be limited as necessary to prevent that Subsidiary Guarantee
from constituting a fraudulent conveyance under applicable law.

         The Subsidiary Guarantee of a Guarantor shall be automatically released
(without the taking of any action by the Company, such Guarantor, the Trustee,
or any Holder) at such time as the Guarantor is no longer a Subsidiary of the
Company.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01. Merger, Consolidation, or Sale of Assets.

         The Company shall not: (1) consolidate or merge with or into another
Person (whether or not the Company is the surviving entity); or (2) sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of the assets of the Company and its Subsidiaries, taken as a whole, in one or
more related transactions, to another Person; unless:

         (a) either (i) the Company is the surviving entity; or (ii) the Person
formed by or surviving any such consolidation or merger (if other than the
Company) or to which such sale, assignment, transfer, lease, conveyance or other
disposition has been made is a corporation, limited liability company,
partnership or trust organized and existing under the laws of the United States,
any state of the United States or the District of Columbia;

         (b) the Person formed by or surviving any such consolidation or merger
(if other than the Company) or the Person to which such sale, assignment,
transfer, lease conveyance or other disposition has been made assumes all the
obligations of the Company under the Notes, this Indenture and the Registration
Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;
and

         (c) immediately after such transaction no Default or Event of Default
shall have occurred and be continuing.

Section 5.02. Successor Person Substituted.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01, the successor entity formed by
such consolidation or into or with which the Company is merged or to which such
sale, assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor entity and not to the





                                       34

<PAGE>   40


Company), and may exercise every right and power of the Company under this
Indenture with the same effect as if such successor entity had been named as the
Company herein; provided, however, that the predecessor Company shall not be
relieved from the obligation to pay the principal of and interest on the Notes
except in the case of a sale, assignment, transfer, lease, conveyance or other
disposition of all of the Company's assets that meets the requirements of
Section 5.01.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

         Each of the following is an Event of Default:

         (a) failure to pay principal of, or premium, if any, on the Notes when
due;

         (b) failure to pay interest on, or Liquidated Damages with respect to,
the Notes when due, if such failure continues for a period of 30 days;

         (c) failure by the Company for 60 days after written notice from the
Trustee or the Holders of at least 25% in aggregate principal amount of
outstanding Notes to comply with any of the other agreements in this Indenture
or the Notes;

         (d) failure to pay when due the principal of, or acceleration of, any
debt for money borrowed by the Company or any of its Subsidiaries in excess of
$10 million if such debt is not discharged, or such acceleration is not
remedied, cured or waived, within 30 days after written notice from the Trustee
or the Holders of at least 25% in aggregate principal amount of outstanding
Notes;

         (e) the Company or any of its Significant Subsidiaries or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
pursuant to or within the meaning of Bankruptcy Law:

              (i) commences a voluntary case,

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

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

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

              (v) generally is not paying its debts as they become due;

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







                                       35

<PAGE>   41


              (i) is for relief against the Company or any of its Significant
         Subsidiaries or any group of Subsidiaries that, taken as a whole, would
         constitute a Significant Subsidiary;

              (ii) appoints a Custodian of the Company or any of its Significant
         Subsidiaries or any group of Subsidiaries that, taken as a whole, would
         constitute a Significant Subsidiary or for all or substantially all of
         the property of the Company or any of its Significant Subsidiaries or
         any group of Subsidiaries that, taken as a whole, would constitute a
         Significant Subsidiary; or

              (iii) orders the liquidation of the Company or any of its
         Significant Subsidiaries or any group of Subsidiaries that, taken as a
         whole, would constitute a Significant Subsidiary;

         and the order or decree remains unstayed and in effect for 60
consecutive days; and

         (g) failure by the Company to provide a notice to Holders of
outstanding Notes in the event of a Change in Control or failure to pay the
Repurchase Price to Holders who exercise their right to have their Notes
repurchased by the Company as a result of a Change in Control in accordance with
Section 4.08.

         A Default under clause (c) or clause (d) above is not an Event of
Default until the Trustee or Holders of at least 25% in aggregate principal
amount of outstanding Notes notify the Company of the Default and the Company
does not cure the Default within 60 days or 30 days, respectively, after receipt
of the notice. The notice must specify the Default, demand that it be remedied
and state that such notice is a "Notice of Default." When a Default under clause
(c) or clause (d) above is cured within the specified period, it ceases to be a
Default.

Section 6.02. Acceleration.

         In the case of an Event of Default arising from the events of
bankruptcy or insolvency described in clause (e) or (f) of Section 6.01, with
respect to the Company, any Significant Subsidiary or any group of Subsidiaries
that, taken together, would constitute a Significant Subsidiary, all outstanding
Notes shall ipso facto become due and payable immediately without further action
or notice.

         If any other Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately,
by a notice in writing to the Company (and the Trustee if given by the Holders),
and upon any such declaration, such principal and all accrued interest thereon
and all Liquidated Damages, if any, shall become immediately due and payable.

         At any time after a declaration of acceleration with respect to the
Notes, the Holders of a majority in aggregate principal amount of the Notes may
rescind and cancel such declaration and its consequences (i) if the rescission
would not conflict with any judgment or decree, (ii) if all existing Events of
Default have been cured or waived except nonpayment of principal, interest or
Liquidated Damages that has become due solely because of the acceleration, (iii)
if, to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue





                                       36

<PAGE>   42


principal as specified in Section 4.01, which has become due otherwise than by
such declaration of acceleration, has been paid, (iv) if the Company has paid
the Trustee its reasonable compensation and reimbursed the Trustee for its
expenses, disbursements and advances and (v) if, in the event of the cure or
waiver of an Event of Default of the type described in clause (e) or (f) of
Section 6.01, the Trustee shall have received an Officer's Certificate and an
Opinion of Counsel that such Event of Default has been cured or waived. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto. If any Event of Default exists solely by reason of any acceleration of
debt for money borrowed under clause (d) of Section 6.01, and such acceleration
is rescinded by the holders of debt for money borrowed affected thereby prior to
the time the Obligations under the Notes have been accelerated, such Event of
Default shall cease to exist.

Section 6.03. Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium and Liquidated
Damages, if any, and interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

         The Trustee may maintain a proceeding with respect to the Notes or this
Indenture even if it does not possess any of the Notes or does not produce any
of them in the proceeding. A delay or omission by the Trustee or any Holder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04. Waiver of Past Defaults.

         The Holders of a majority in aggregate principal amount of the Notes
then outstanding, by notice to the Trustee, may, on behalf of the Holders of all
of the Notes, waive any existing Default or Event of Default and its
consequences under this Indenture, except, subject to the third paragraph of
Section 6.02, a continuing Default or Event of Default in the payment of
principal of, or premium, if any, or interest (or Liquidated Damages, if any) on
the Notes (including in connection with a repurchase upon a Change in Control)
or a Default or Event of Default with respect to any covenant or provision which
cannot be modified or amended without the consent of the Holder of each Note
affected. Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

Section 6.05. Control by Majority.

         The Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
power conferred on it. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture that the Trustee determines may be
unduly prejudicial to the Holders or that may involve the Trustee in personal
liability.





                                       37
<PAGE>   43

Section 6.06. Limitation on Suits.

         A Holder may pursue a remedy with respect to this Indenture or the
Notes only if:

         (a) the Holder gives to the Trustee written notice of a continuing
Event of Default;

         (b) the Holders of at least 25% in aggregate principal amount of the
then outstanding Notes make a written request to the Trustee to pursue the
remedy;

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

         (d) the Trustee does not comply with the request within 60 days after
receipt of the written request and the offer and, if requested, the provision of
indemnity; and

         (e) during such 60-day period the Holders of a majority in aggregate
principal amount of the then outstanding Notes do not give the Trustee a
direction inconsistent with the request.

         A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over another Holder.

Section 6.07. Rights of Holders to Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal, premium and Liquidated Damages, if any,
and interest on the Note, on or after the respective due dates expressed in the
Note (or, in the case of redemption or repurchase, on the Redemption Date or the
Repurchase Date, as the case may be), and to convert such Note in accordance
with Article 12, or to bring suit for the enforcement of any such payment on or
after such respective dates or for the right to convert, shall not be impaired
or affected without the consent of such Holder.

Section 6.08. Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(a) or (b) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as Trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

Section 6.09. Trustee May File Proofs of Claim.

         The Trustee is authorized to 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 proceedings relative to the Company (or






                                       38
<PAGE>   44

any other obligor upon the Notes), its creditors or its property and shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any Custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay 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 under
Section 7.07. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. 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 Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10. Priorities.

         If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

         First: to the Trustee, its agents and attorneys for amounts due under
Section 7.07, including payment of all compensation, expense and liabilities
incurred, and all advances made, by the Trustee and the costs and expenses of
collection;

         Second: to Holders for amounts due and unpaid on the Notes for
principal, premium and Liquidated Damages, if any, and interest, ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Notes for principal, premium and Liquidated Damages, if any and
interest, respectively; and

         Third: to the Company, the Guarantors or to such other party as a court
of competent jurisdiction shall direct.

         The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.10.

Section 6.11. Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07, or a suit by Holders of more than 10% in principal
amount of the then outstanding Notes.


                                       39
<PAGE>   45

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01. Duties of Trustee.

         (a) If 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 its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

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

                  (i) the duties of the Trustee shall be determined solely by
         the express provisions of this Indenture and the Trustee need perform
         only those duties that are specifically set forth in this Indenture and
         no others, and no implied covenants or obligations shall be read into
         this Indenture against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.

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

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

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

                  (iii) the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05.

         (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section.

         (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.



                                       40
<PAGE>   46

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

Section 7.02. Rights of Trustee.

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

         (b) Before the Trustee acts or refrains from acting, it may require an
Officer's Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officer's Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

         (c) The Trustee may act through its attorneys and agents and shall not
be responsible for the misconduct or negligence of any agent (other than an
agent who is an employee of the Trustee) appointed with due care.

         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

         (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company or any Guarantor shall be
sufficient if signed by an Officer of the Company or Guarantor, as applicable.

         (f) This Indenture provides that in case of an Event of Default occurs
and is continuing, the Trustee will be required, in the exercise of its power,
to use the degree of care of a prudent man in the conduct of his own affairs.
Subject to such provisions, the Trustee shall 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 unless such Holders shall have offered to the
Trustee security or indemnity satisfactory to it against any loss, liability or
expense.

Section 7.03. Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in accordance with the requirements of the TIA, in the event
that the Trustee acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the SEC for permission to continue as Trustee
(in the event such conflict arises after a Shelf Registration Statement has been
filed and has been declared effective by the SEC) or resign. Any Agent may do
the same with like rights and duties. The Trustee is also subject to Sections
7.10 and 7.11.




                                       41
<PAGE>   47

Section 7.04. Trustee's Disclaimer.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture, the Notes or of the Common Stock
issuable upon conversion of the Notes, it shall not be accountable for the
Company's use of the proceeds from the Notes or any money paid to the Company or
upon the Company's direction under any provision of this Indenture, it shall not
be responsible for the use or application of any money received by any Paying
Agent other than the Trustee, and it shall not be responsible for any statement
or recital herein or any statement in the Notes or any other document in
connection with the sale of the Notes or pursuant to this Indenture other than
its certificate of authentication.

Section 7.05. Notice of Defaults.

         If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders a notice of the Default
or Event of Default within 90 days after it occurs. Except in the case of a
Default or Event of Default in payment of principal of, premium or Liquidated
Damages, if any, or interest on any Note, the Trustee may withhold the notice if
and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of the Holders.

Section 7.06. Reports by Trustee to Holders.

         Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders a brief report dated as of such reporting date
that complies with TIA ss. 313(a) (but if no event described in TIA ss. 313(a)
has occurred within the twelve months preceding the reporting date, no report
need be transmitted). The Trustee also shall comply with TIA ss. 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA ss. 313(c).

         A copy of each report at the time of its mailing to the Holders shall
be mailed to the Company and if such report is prepared after the Shelf
Registration Statement has been declared effective by the SEC, filed with the
SEC and each stock exchange on which the Notes are listed in accordance with TIA
ss. 313(d). The Company shall promptly notify the Trustee when the Notes are
listed on any stock exchange and of any delisting thereof.

Section 7.07. Compensation and Indemnity.

         The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
Trustee of an express trust. The Company and the Guarantors, if any, shall
reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for
its services except any disbursements, expenses and advances as may be
attributable to the Trustee's negligence or willful misconduct. Such expenses
shall include the reasonable compensation, disbursements and expenses of the
Trustee's agents and counsel.

         The Company and the Guarantors, if any, shall indemnify the Trustee
against any and all losses, liabilities or expenses incurred by it arising out
of or in connection with the acceptance or



                                       42
<PAGE>   48

administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company (including this Section
7.07) and defending itself against any claim (whether asserted by the Company,
the Guarantors or any Holder or any other person) or liability in connection
with the exercise or performance of any of its powers or duties hereunder,
except to the extent any such loss, liability or expense may be attributable to
its negligence or bad faith. The Trustee shall notify the Company and the
Guarantors promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company and the Guarantors shall not relieve the
Company or the Guarantors of their obligations hereunder. The Company and the
Guarantors shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel and the Company and the
Guarantors shall pay the reasonable fees and expenses of such counsel. The
Company and the Guarantors need not pay for any settlement made without their
consent, which consent shall not be unreasonably withheld.

         The obligations of the Company and the Guarantors to the Trustee under
this Section 7.07 shall survive the resignation or removal of the Trustee and
the termination, satisfaction and discharge of this Indenture.

         To secure the Company's and the Guarantors' payment obligations in this
Section, the Trustee shall have a lien prior to the Notes on all money or
property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Notes. Such lien shall survive the
resignation or removal of the Trustee and the termination, satisfaction and
discharge of this Indenture.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(e) or (f) occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

         As to notice of liens or charges, the Trustee shall comply with the
provisions of TIA ss. 313(b)(2) to the extent applicable.

Section 7.08. Replacement of Trustee.

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

         The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority
in aggregate principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

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

         (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;




                                       43
<PAGE>   49

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

         (d) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in aggregate principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in aggregate principal amount of the then
outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

         If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the lien provided for in Section
7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company's obligations under Section 7.07 shall continue for the benefit of
the retiring Trustee.

Section 7.09. Successor Trustee by Merger, etc.

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

Section 7.10. Eligibility; Disqualification.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
Trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 310(b).



                                       44
<PAGE>   50

Section 7.11. Preferential Collection of Claims Against Company.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may at the option of its Board of Directors evidenced by a
resolution set forth in an Officer's Certificate, at any time, elect to have
either Section 8.02 or 8.03 be applied to all outstanding Notes upon compliance
with the conditions set forth below in this Article 8.

Section 8.02. Legal Defeasance and Discharge.

         The Company may, at its option and at any time, elect to have all of
its obligations discharged with respect to the outstanding Notes and all
obligations of the Guarantors discharged with respect to their Subsidiary
Guarantees ("Legal Defeasance") except for:

         (a) the rights of Holders of outstanding Notes to receive payments in
respect of the principal of, or interest or premium and Liquidated Damages, if
any, on such Notes when such payments are due from the trust referred to in
Section 8.04(a) below;

         (b) the Company's obligations with respect to the Notes concerning
issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or
stolen Notes and the maintenance of an office or agency for payment and money
for security payments held in trust;

         (c) the rights, powers, trusts, duties and immunities of the Trustee,
and the Company's and the Guarantor's obligations in connection therewith;

         (d) the rights of Holders of outstanding Notes to convert such Notes
under Article 12; and

         (e) the Legal Defeasance provisions of this Indenture.

         For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 and the other Sections of this Indenture described
in (a), (b) and (d) above, and to have satisfied all its other obligations under
such Notes and this Indenture (and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging the same), except
for the above provisions. Subject to compliance with this Article 8, the Company
may exercise its option under Section 8.02 notwithstanding the prior exercise of
its option under Section 8.03.



                                       45
<PAGE>   51

Section 8.03. Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 of the option applicable
to this Section 8.03, the Company and the Guarantors, if any, shall, subject to
the satisfaction of the conditions set forth in Section 8.04, be released from
their obligations under Sections 4.03, 4.08, 4.09, 5.01 and Article 10 with
respect to the outstanding Notes on and after the date the conditions set forth
in Section 8.04 are satisfied (hereinafter, "Covenant Defeasance"), and the
Notes shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01,
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby.

Section 8.04. Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 8.02 or 8.03 to the outstanding Notes:

         In order to exercise either Legal Defeasance or Covenant Defeasance:

         (a) the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination of cash in United States dollars and
non-callable Government Securities, in amounts as will be sufficient, in the
opinion of a nationally recognized firm of independent public accountants, to
pay the principal of, or interest and premium and Liquidated Damages, if any, on
the outstanding Notes on the Stated Maturity or on the applicable Redemption
Date, as the case may be, and the Company must specify whether the Notes are
being defeased to maturity or to a particular Redemption Date;

         (b) in the case of Legal Defeasance, the Company shall have delivered
to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that (A) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling or (B) 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 of Counsel will
confirm that, the Holders of the outstanding Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;

         (c) in the case of Covenant Defeasance, the Company shall have
delivered to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming that the Holders


                                       46
<PAGE>   52

of the outstanding Notes will not recognize income, gain or loss for federal
income tax purposes as a result of such Covenant Defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred;

         (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit;

         (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

         (f) the Company shall have delivered to the Trustee an Officer's
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over the other creditors of the Company with the
intent of defeating, hindering, delaying or defrauding creditors of the Company
or others; and

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

Section 8.05. Deposited Money and Government Securities to be Held in Trust;
              Other Miscellaneous Provisions.

         Subject to Section 8.06, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying Trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 in respect of the outstanding Notes shall be
held in trust and applied by the Trustee, in accordance with the provisions of
such Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium and Liquidated Damages, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the outstanding Notes.

         Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a)), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

                                       47
<PAGE>   53

Section 8.06. Repayment to Company.

         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, premium and
Liquidated Damages, if any, or interest on any Note and remaining unclaimed for
two years after such principal, and premium or Liquidated Damages, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) shall be discharged from such trust; and the
Holder of such Note shall thereafter 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, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in The New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

Section 8.07. Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03, as the case may be, 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 Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 8.02 or 8.03, as the case may
be; provided, however, that, if the Company makes any payment of principal of,
premium and Liquidated Damages, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.     Without Consent of Holders.

         Notwithstanding Section 9.02, the Company, the Guarantors and the
Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the
Notes without the consent of any Holder:

         (a) to cure any ambiguity, defect, mistake or inconsistency;

         (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes;

         (c) to provide for the assumption of the Company's or Guarantors'
obligations to Holders in the case of a merger or consolidation or sale of all
or substantially all of the Company's assets;

                                       48
<PAGE>   54

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

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

         (f) to allow any Guarantor to execute a supplemental indenture in
respect of a Subsidiary Guarantee.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02, the Trustee shall join with the Company and Guarantors in the execution of
any amended or supplemental Indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee shall not be obligated to enter
into such amended or supplemental Indenture that affects its own rights, duties
or immunities under this Indenture or otherwise.

Section 9.02. With Consent of Holders.

         Except as provided below in this Section 9.02, this Indenture or the
Notes may be amended or supplemented with the consent of the Holders of at least
a majority in aggregate principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes), and, subject to Sections
6.02, 6.04 and 6.07, any existing Default or Event of Default (other than a
Default or Event of Default in the payment of principal of, premium or
Liquidated Damages, if any, or interest on the Notes) or compliance with any
provision of this Indenture or the Notes may be waived with the consent of the
Holders of a majority in aggregate principal amount of the then outstanding
Notes (including, without limitation, consents obtained in connection with a
purchase of, or tender offer or exchange offer for, Notes).

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders as aforesaid, and upon receipt by the
Trustee of the documents described in Section 7.02, the Trustee shall join with
the Company in the execution of such amended or supplemental Indenture unless
such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

         It shall not be necessary for the consent of the Holders under this
Section 9.02 or pursuant to Article 13 to approve the particular form of any
proposed amendment or waiver, but it shall be sufficient if such consent
approves the substance thereof.

         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amended or supplemental


                                       49
<PAGE>   55

Indenture or waiver. Subject to Sections 6.02, 6.04 and 6.07, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes. However, without the consent of
each Holder affected, an amendment or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder):

         (a) change the Stated Maturity of the principal of, premium or
Liquidated Damages, if any, or any installment of interest on, any Note;

         (b) reduce the amount of or change the time of payment of any principal
of, or premium or Liquidated Damages, if any, or interest on, any Note payable
upon redemption, repurchase or repayment;

         (c) change the city of any place of payment or the currency of payment
of principal of, or premium or Liquidated Damages, if any, or interest on, any
Note, including any payment of the redemption price or Repurchase Price in
respect of that Note;

         (d) impair the right to institute suit for enforcement of (i) any
payment on or with respect to any Note or (ii) the right to convert a Note;

         (e) reduce the percentage in aggregate principal amount of outstanding
Notes required for modifications or amendments to the Indenture or required for
a waiver of Defaults or Events of Default;

         (f) adversely affect the right of Holders to require the Company to
convert any Note or to require the Company to repurchase any Note other than as
provided in this Indenture, except as otherwise allowed or contemplated by
provisions in this Indenture; or

         (g) modify the obligation of the Company to deliver information
required under Rule 144A to permit resales of the Notes and Common Stock issued
upon conversion of the Notes if the Company ceases to be subject to the Exchange
Act.

Section 9.03. Compliance with Trust Indenture Act.

         Every amendment or supplement to this Indenture or the Notes shall be
set forth in a amended or supplemental Indenture that complies with the TIA as
then in effect.

Section 9.04. Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

                                       50
<PAGE>   56

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then notwithstanding the
provisions of the second sentence of the preceding paragraph, those Holders who
were Holders on such record date (or their duly designated proxies), and only
those Holders, shall be entitled to revoke any consent previously given, whether
or not such Holder continues to be a Holder after such record date.

         After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it makes a change described in clauses (a) through (g)
of Section 9.02, in which case, the amendment, supplement or waiver shall bind
only each Holder who has consented to it; provided that any such waiver shall
not impair or affect the right of any Holder to receive payment of principal of
and interest and Liquidated Damages, if any, on the Notes, on or after the
respective due dates expressed in such Notes, or to bring suit for the
enforcement of any such payment on or after such respective dates without the
consent of such Holder.

Section 9.05. Notation on or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. If an amendment,
supplement or waiver changes the terms of the Notes, the Company may require the
Holders to deliver the Notes to the Trustee. The Company may place an
appropriate notation on the Notes and return them to the Holders. Alternatively,
the Company in exchange for all Notes may issue and the Trustee shall
authenticate new Notes (accompanied by a notation of the Subsidiary Guarantees
duly endorsed by the Guarantors) that reflect the amendment, supplement or
waiver.

         Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06. Trustee to Sign Amendments, etc.

         The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01) shall be fully
protected in relying upon an Officer's Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture.

                                  ARTICLE 10.
                              SUBSIDIARY GUARANTEES

Section 10.01. Guarantee.

         Subject to this Article 10, each of the Guarantors hereby agrees,
jointly and severally, to unconditionally guarantee to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the Obligations of the Company hereunder or thereunder, that: (a)
the


                                       51
<PAGE>   57

principal of, premium and Liquidated Damages, if any, and interest on the Notes
will be promptly paid in full when due, whether at maturity, by acceleration,
redemption, repurchase or otherwise, and interest on the overdue principal of
and interest and Liquidated Damages on the Notes, if any, if lawful, and all
other Obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other Obligations, that same will
be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or
otherwise subject, however, to the limitations set forth in Section 10.02.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay or perform the same immediately. Each Guarantor agrees that
this is a guarantee of payment and not a guarantee of collection.

         The Guarantors hereby agree that their Obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Guarantor. Each Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that this Subsidiary Guarantee shall not be discharged except by
complete performance of the obligations contained in the Notes and this
Indenture.

         If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any Custodian acting in relation to
either the Company or the Guarantors, any amount paid by either to the Trustee
or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect.

         Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any Obligations guaranteed
hereby until payment in full of all Obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
Obligations guaranteed hereby may be accelerated as provided in Article 6 for
the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such Obligations as provided in Article 6, such Obligations (whether or not due
and payable) shall forthwith become due and payable by the Guarantors for the
purpose of this Subsidiary Guarantee (subject to any subsequent rescission or
cancellation of any acceleration in accordance with Section 6.02). The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Subsidiary Guarantee.

                                       52
<PAGE>   58

Section 10.02. Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the Obligations of such Guarantor will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are
relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the Obligations of such other Guarantor under this
Article 10, result in the Obligations of such Guarantor under its Subsidiary
Guarantee not constituting a fraudulent transfer or conveyance.

Section 10.03. Execution and Delivery of Subsidiary Guarantee.

         To evidence its Subsidiary Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form included in Exhibit E attached hereto shall be
endorsed by an Officer of such Guarantor on each Note authenticated and
delivered by the Trustee after such Guarantor becomes a Guarantor and that this
Indenture shall be executed on behalf of such Guarantor by an Officer of such
Guarantor.

         Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in
Section 10.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Subsidiary Guarantee.

         If an Officer whose signature is on this Indenture or on the Subsidiary
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall
be valid nevertheless.

         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set
forth in this Indenture on behalf of the Guarantors.

         In the event that the Company creates or acquires any new Subsidiaries
subsequent to the date of this Indenture, if required by Section 4.09, the
Company shall cause such Subsidiaries to execute supplemental indentures to this
Indenture and Subsidiary Guarantees in accordance with Section 4.09 and this
Article 10, to the extent applicable.

Section 10.04. Guarantors May Consolidate, etc., on Certain Terms.

         Except as otherwise provided in Section 10.05, no Guarantor may (i)
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person or (ii) sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its assets to another Person
unless:

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<PAGE>   59

         (a) subject to Section 10.05 hereof, the Person formed by or surviving
any such consolidation or merger (if other than a Guarantor or the Company) or
the Person acquiring the assets in any such sale, assignment, transfer, lease,
conveyance or other disposition unconditionally assumes all the Obligations of
such Guarantor under the Notes, this Indenture, the Subsidiary Guarantee and the
Registration Rights Agreement, pursuant to a supplemental indenture in form and
substance reasonably satisfactory to the Trustee, on the terms set forth herein
or therein; and

         (b) immediately after giving effect to such transaction, no Default or
Event of Default exists.

         In case of any such consolidation, merger, sale, assignment, transfer,
lease or conveyance or other disposition and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee
endorsed upon the Notes and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Subsidiary Guarantees
to be endorsed upon all of the Notes issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee. All the
Subsidiary Guarantees so issued shall in all respects have the same legal rank
and benefit under this Indenture as the Subsidiary Guarantees theretofore and
thereafter issued in accordance with the terms of this Indenture as though all
of such Subsidiary Guarantees had been issued at the date of the execution
hereof.

         Except as set forth in Article 5, and notwithstanding clauses (a) and
(b) above, nothing contained in this Indenture or in any of the Notes shall
prevent any consolidation or merger of a Guarantor with or into the Company or
another Guarantor, or shall prevent any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all the assets of a
Guarantor to the Company or another Guarantor.

Section 10.05. Release if No Longer a Significant Domestic Subsidiary of the
               Company.

         In the event of (i) a sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or (ii) a sale or other disposition of all the Capital Stock of any
Guarantor, in each case to a Person that is not (either before or after giving
effect to such transaction) a Significant Domestic Subsidiary of the Company,
then such Guarantor (in the case of clause (ii)) or the Person acquiring the
assets (in the case of clause (i)) will be released and relieved of any
obligations under its Subsidiary Guarantee. Upon delivery by the Company to the
Trustee of an Officer's Certificate and an Opinion of Counsel to the effect that
such sale or other disposition was made in accordance with the provisions of
this Indenture the Trustee shall execute any documents reasonably required in
order to evidence the release of any Guarantor from its obligations under its
Subsidiary Guarantee.

         Any Guarantor not released from its obligations under its Subsidiary
Guarantee shall remain liable for the full amount of principal of, premium and
Liquidated Damages, if any, and


                                       54
<PAGE>   60
interest on the Notes and for the other obligations of any Guarantor under this
Indenture as provided in this Article 10.

                                  ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge.

         This Indenture will be discharged and will cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange and the right to convert in accordance with Article 12) as to all Notes
issued hereunder, when:

(1)      either:

         (a)      all Notes that have been authenticated (except lost, stolen or
                  destroyed Notes that have been replaced or paid and Notes for
                  whose payment money has been deposited in trust and thereafter
                  repaid to the Company) have been delivered to the Trustee for
                  cancellation; or

         (b)      all Notes that have not been delivered to the Trustee for
                  cancellation have become due and payable by reason of the
                  mailing of a notice of redemption or otherwise or will become
                  due and payable within one year and the Company or any
                  Guarantor has irrevocably deposited or caused to be deposited
                  with the Trustee as trust funds in trust solely for the
                  benefit of the Holders, cash in U.S. dollars, non-callable
                  Government Securities, or a combination of cash in U.S.
                  dollars and non-callable Government Securities, in amounts as
                  will be sufficient without consideration of any reinvestment
                  of interest, to pay and discharge the entire indebtedness on
                  the Notes not delivered to the Trustee for cancellation for
                  principal, premium and Liquidated Damages, if any, and accrued
                  interest to the date of maturity;

(2)      no Default or Event of Default shall have occurred and be continuing on
         the date of such deposit or shall occur as a result of such deposit and
         such deposit will not result in a breach or violation of, or constitute
         a default under, any other instrument to which the Company or any
         Guarantor is a party or by which the Company or any Guarantor is bound;

(3)      the Company or any Guarantor has paid or caused to be paid all sums
         payable by it under this Indenture; and

(4)      the Company has delivered irrevocable instructions to the Trustee under
         this Indenture to apply the deposited money toward the payment of the
         Notes at maturity or the Redemption Date, as the case may be.

         In addition, the Company must deliver an Officer's Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

                                       55
<PAGE>   61

         Notwithstanding the satisfaction and discharge of this Indenture, if
money shall have been deposited with the Trustee pursuant to subclass (b) of
clause (1) of this Section, the provisions of Section 14.02 and Section 8.06
shall survive.

Section 11.02. Application of Trust Money.

         Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes 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, premium and Liquidated Damages, if any, and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.

         If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 11.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 11.01; provided that if the Company has made any payment of principal
of, premium or Liquidated Damages, if any, or interest on any Notes because of
the reinstatement of its Obligations, the Company shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.

                                  ARTICLE 12.
                                   CONVERSION

Section 12.01. Conversion Privilege.

         The Holder of a Note shall have the right, at such Holder's option, to
convert, in accordance with the terms of the Notes and this Article 12, all or
any part (in a denomination of $1,000 in principal amount or any integral
multiple thereof) of such Note into shares of Common Stock at any time before
the close of business on the Business Day immediately preceding the Note's
Stated Maturity date; provided, that in case a Note or portion thereof is called
for redemption or delivered for repurchase pursuant to Article 3 or Section
4.08, respectively, such conversion right in respect of the Note or portion so
called or delivered for repurchase shall expire at the close of business on the
Business Day immediately preceding the Redemption Date or the Repurchase Date,
respectively (unless the Company shall default in the payment of the redemption
price or the Repurchase Price, in which case such right shall not terminate at
such time and date).

Section 12.02. Conversion Procedure; Conversion Rate; Fractional Shares.

(a) Each Note shall be convertible at the office of the Conversion Agent into
fully paid and nonassessable shares (calculated to the nearest 1/100th of a
share) of Common Stock. The rate at which shares of Common Stock shall be
delivered upon conversion (the "Conversion Rate") shall be initially 20.1846
shares of Common Stock for each $1,000 principal amount of


                                       56
<PAGE>   62

Notes. The Conversion Rate shall be adjusted in certain instances as provided in
this Article 12. No payment or adjustment shall be made in respect of dividends
on the Common Stock or accrued interest on a converted Note, except as described
in Section 12.09.

         (b) No fractional shares of Common Stock shall be issued upon
conversion of any Note or Notes. If more than one Note shall be surrendered for
conversion at one time by the same Holder, the number of full shares which shall
be issuable upon conversion thereof shall be computed on the basis of the
aggregate principal amount of the Notes (or specified portions thereof) so
surrendered. Instead of any fractional shares of Common Stock which would
otherwise be issuable upon conversion of any Note or Notes (or specified
portions thereof), the Company shall calculate and pay a cash adjustment in
respect of such fraction (calculated to the nearest 1/100th of a share) in an
amount equal to the same fraction of the Closing Price Per Share of the Common
Stock on the last Trading Day prior to the date of conversion.

         (c) Before any Holder shall be entitled to convert a Note into Common
Stock, such Holder shall surrender such Note duly endorsed or assigned to the
Company or in blank, at the office of the Conversion Agent (each, a "Place of
Conversion"), accompanied by written notice of conversion substantially in the
form set forth in the form of the Note attached hereto as Exhibit A (or such
other notice, as is acceptable to the Company) at such office or place that the
Holder elects to convert such Note or, if less than entire principal amount
thereof is to be converted, the portion thereof to be converted, and shall state
in writing therein the principal amount of Notes to be converted and the name or
names (with addresses), if different than the Holder, in which such Holder
wishes the certificate or certificates for Common Stock to be issued. If more
than one Note shall be surrendered for conversion at one time by the same
Holder, the number of full shares of Common Stock which shall be deliverable
upon conversion shall be computed on the basis of the aggregate principal amount
of the Notes (or specified portions thereof to the extent permitted thereby) so
surrendered. Subject to the next succeeding sentence, the Company will, as soon
as practicable thereafter, issue and deliver at such office or place to such
Holder, or to such Holder's nominee or nominees, a certificate or certificates
for the number of full shares of Common Stock to which such Holder shall be
entitled as aforesaid, together with cash in lieu of any fraction of a share to
which such Holder would otherwise be entitled. The Company shall not be required
to deliver certificates for shares of Common Stock while the stock transfer
books for such stock or the register kept by the Registrar are duly closed for
any purpose, but certificates for shares of Common Stock shall be issued and
delivered as soon as practicable after the opening of such books or the register
kept by the Registrar. A Note shall be deemed to have been converted immediately
prior to the close of business on the date of the surrender of such Note for
conversion as provided above, and at such time the rights of the Holder of such
Note as Holder shall cease, the Person or Persons entitled to receive the Common
Stock issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such Common Stock at such time. In case any Note
shall be surrendered for partial conversion, the Company shall execute and the
Trustee shall authenticate and deliver to or upon the written order of the
Holder of the Notes so surrendered, without charge to such Holder (subject to
the provisions of Section 12.08), a new Note or Notes in authorized
denominations in an aggregate principal amount equal to the unconverted portion
of the surrendered Note.

         (d) All shares of Common Stock delivered upon such conversion of
Restricted Notes shall bear restrictive legends substantially in the form of the
legends required to be set forth on


                                       57
<PAGE>   63

the Restricted Notes pursuant to Section 2.06 and shall be subject to the
restrictions on transfer provided in such legends. Neither the Trustee nor any
Conversion Agent shall have any responsibility for the inclusion or content of
any such restrictive legends on such Common Stock; provided, however, that the
Trustee or any Conversion Agent shall have provided, to the Company or to the
Company's transfer agent for such Common Stock, prior to or concurrently with a
request to the Company to deliver such Common Stock, written notice that the
Notes delivered for conversion are Restricted Notes.

         (e) If shares of Common Stock to be issued upon conversion of a
Restricted Note, or Notes to be issued upon conversion of a Restricted Note in
part only, are to be registered in a name other than that of the beneficial
owner of such Restricted Note, then such Holder must deliver to the Conversion
Agent a Surrender Certificate, dated the date of surrender of such Restricted
Note and signed by such beneficial owner, as to compliance with the restrictions
on transfer applicable to such Restricted Note and such other documents,
including an opinion of counsel that such transfer has been made in compliance
with all applicable federal and state securities laws and the Private Placement
Legend, as the Trustee or the Company may request. Neither the Trustee nor any
Conversion Agent, Registrar or transfer agent shall be required to register in a
name other than that of the beneficial owner, shares of Common Stock or Notes
issued upon conversion of any such Restricted Note not so accompanied by a
properly completed Surrender Certificate.

Section 12.03. Adjustment of Conversion Rate.

         The Conversion Rate shall be adjusted from time to time as follows:

         (1) In case the Company shall, at any time or from time to time, (i)
pay a dividend in shares of its Common Stock to holders of Common Stock, (ii)
combine its outstanding shares of Common Stock into a smaller number of shares
of Common Stock, (iii) subdivide its outstanding shares of Common Stock into a
greater number of shares of Common Stock or (iv) make a distribution in shares
of Common Stock to holders of Common Stock, then the Conversion Rate in effect
immediately before such action shall be adjusted so that the Holders, upon
conversion of Notes into Common Stock immediately following such event, shall be
entitled to receive the kind and amount of shares of Capital Stock of the
Company which they would have owned or been entitled to receive upon or by
reason of such event if the Notes had been converted immediately before the
record date (or, if there is no record date, the effective date) for such event.
An adjustment made pursuant to this Section 12.03(1) shall become effective
retroactively immediately after the record date in the case of a dividend or
distribution and shall become effective retroactively immediately after the
effective date in the case of a subdivision or combination. For the purposes of
this Section 12.03(1), each Holder shall be deemed to have failed to exercise
any right to elect the kind or amount of securities receivable upon the payment
of any such dividend, subdivision, combination or distribution (provided that if
the kind or amount of securities receivable upon such dividend, subdivision,
combination or distribution is not the same for each non-electing share, then
the kind and amount of securities or other property receivable upon such
dividend, subdivision, combination or distribution for each non-electing share
shall be deemed to be the kind and amount so receivable per share by a plurality
of the non-electing shares).


                                       58
<PAGE>   64

         (2) In case the Company shall, at any time or from time to time, issue
rights, options or warrants to all holders of shares of its Common Stock
entitling them to subscribe for or purchase shares of Common Stock (or
securities convertible into shares of Common Stock) at a price per share less
than the Current Market Price of the Common Stock at such record date (treating
the price per share of the securities convertible into Common Stock as equal to
(x) the sum of (i) the price for a unit of the security convertible into Common
Stock and (ii) any additional consideration initially payable upon the
conversion of such security into Common Stock divided by (y) the number of
shares of Common Stock initially underlying such convertible security), the
Conversion Rate shall be adjusted so that it shall equal the rate determined by
dividing the Conversion Rate in effect immediately prior to the date of issuance
of such rights, options or warrants by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding on the date of issuance of
such rights, options or warrants plus the number of shares or securities which
the aggregate offering price of the total number of shares or securities so
offered for subscription or purchase (or the aggregate purchase price of the
convertible securities so offered plus the aggregate amount of any additional
consideration initially payable upon conversion of such securities into Common
Stock) would purchase at such Current Market Price of the Common Stock, and the
denominator of which shall be the number of shares of Common Stock outstanding
on the date of issuance of such rights, options or warrants plus the number of
additional shares of Common Stock offered for subscription or purchase (or into
which the convertible securities so offered are initially convertible). Such
adjustment shall become effective retroactively immediately after the record
date for the determination of shareholders entitled to receive such rights or
warrants.

         (3) In case the Company shall, at any time or from time to time,
distribute to all holders of shares of its Common Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing entity and the Common Stock is not changed or
exchanged) cash, evidences of its indebtedness, securities or assets (excluding
(i) dividends payable in shares of Common Stock for which adjustment is made
under Section 12.03(1), (ii) rights, options or warrants to subscribe for or
purchase securities of the Company for which adjustment is made under Section
12.03(2), (iii) dividends or distributions paid exclusively in cash and (iv)
distributions referred to in Section 12.03(4)), then in each such case the
Conversion Rate shall be adjusted so that it shall equal the rate determined by
dividing the Conversion Rate in effect immediately prior to the close of
business on the date fixed for determination of holders of shares of Common
Stock entitled to receive such distribution by a fraction, the numerator of
which shall be the Current Market Price of the Common Stock on the date fixed
for determination of holders of shares of Common Stock entitled to receive such
distribution less the then fair market value (as determined by the Board of
Directors of the Company, whose determination shall be conclusive and described
in a Board Resolution filed with the Trustee) of the portion of the cash or
assets or evidences of indebtedness or securities so distributed or of such
subscription rights or warrants applicable to one share of Common Stock, and the
denominator of which shall be such Current Market Price of the Common Stock;
provided, however, that no adjustment shall be made with respect to any
distribution of rights to purchase securities of the Company if a Holder would
otherwise be entitled to receive such rights upon conversion at any time of the
Notes into Common Stock unless such rights are subsequently redeemed by the
Company, in which case such redemption shall be treated for purposes of this
Section as a dividend on the Common Stock. Such adjustment shall become
effective retroactively immediately after the record date for the determination
of shareholders


                                       59
<PAGE>   65

entitled to receive such distribution; and in the event that such distribution
is not so made, the Conversion Rate shall again be adjusted to the Conversion
Rate which would then be in effect if such record date had not been fixed.

         (4) In case the Company shall, at any time or from time to time, by
dividend or otherwise, distribute to all holders of its Common Stock cash
(excluding any cash that is distributed upon a merger or consolidation to which
Section 12.04 applies or as part of a distribution referred to in Section
12.03(3)) in an aggregate amount that, combined together with:

                  (i) the aggregate amount of any other distributions to all
         holders of its Common Stock made exclusively in cash within the 12
         months preceding the date of payment of such distribution and in
         respect of which no adjustment pursuant to this Section 12.03(4) has
         been made, and

                  (ii) the aggregate of any cash plus the fair market value (as
         determined by the Board of Directors of the Company, whose
         determination shall be conclusive and described in a Board Resolution
         filed with the Trustee) of consideration payable in respect of any
         tender offer by the Company or any of its Subsidiaries for all or any
         portion of the Common Stock concluded within the 12 months preceding
         the date of payment of such distribution and in respect of which no
         adjustment pursuant to Section 12.03(5) has been made (the amount of
         such cash distribution together with the amounts described in clause
         (i) above and this clause (ii) being referred to herein as the
         "Aggregate Cash Distribution Amount"),

exceeds 10% of the product of (x) the Current Market Price of the Common Stock
on the date fixed for determination of holders of shares of Common Stock
entitled to receive such distribution, times (y) the number of shares of Common
Stock outstanding on such date (the "Aggregate Current Market Price"), then, and
in each such case, immediately after the close of business on the date fixed for
such determination, the Conversion Rate shall be adjusted so that it shall equal
the rate determined by dividing the Conversion Rate in effect immediately prior
to the close of business on the date fixed for determination of holders of
shares of Common Stock entitled to receive such distribution by a fraction, the
numerator of which shall be the Current Market Price of the Common Stock on the
date fixed for such determination less an amount equal to the quotient of (A)
the excess of such Aggregate Cash Distribution Amount over 10% of such Aggregate
Current Market Price divided by (B) the number of shares of Common Stock
outstanding on the date fixed for such determination, and the denominator of
which shall be the Current Market Price of the Common Stock on the date fixed
for such determination.

         (5) In case a tender offer made by the Company or any of its
Subsidiaries for all or any portion of the Common Stock shall expire and any
such tender offer (as amended upon the expiration thereof) shall require the
payment to shareholders (based upon the acceptance (up to any maximum specified
in the terms of the tender offer) of Purchased Shares) of an aggregate
consideration having a fair market value (as determined by the Board of
Directors of the Company, whose determination shall be conclusive) that,
combined together with:

                  (i) the aggregate of cash plus the fair market value (as
         determined by the Board of Directors of the Company, whose
         determination shall be conclusive and



                                       60
<PAGE>   66

         described in a Board Resolution filed with the Trustee), as of the
         expiration of such tender offer, of consideration payable in respect of
         any other tender offer by the Company or any of its Subsidiaries for
         all or any portion of the Common Stock concluded within the 12 months
         preceding the expiration of such tender offer and in respect of which
         no adjustment pursuant to Section 12.03(4) has been made, and

              (ii)     the aggregate amount of any distributions to all holders
         of the Common Stock made exclusively in cash with the 12 months
         preceding the expiration of such tender offer and in respect of which
         no adjustment pursuant to Section 12.03(4) has been made (the amount of
         such cash distribution together with the amounts described in clause
         (i) above and this clause (ii) being referred to herein as the
         "Aggregate Tender Distribution Amount"),

exceeds 10% of the product of (x) the Current Market Price of the Common Stock
as of the last time (the "Expiration Time") tenders could have been made
pursuant to such tender offer (as it may be amended), times (y) the number of
shares of Common Stock outstanding (including any tendered shares) on the
Expiration Time, then, and in each such case, immediately prior to the opening
of business on the day after the date of the Expiration Time, the Conversion
Rate shall be adjusted so that it shall equal the rate determined by dividing
the Conversion Rate in effect immediately prior to the close of business on the
date of the Expiration Time by a fraction, the numerator of which shall be equal
to the product of (A) the Current Market Price of the Common Stock on the date
of the Expiration Time multiplied by (B) the number of shares of Common Stock
outstanding (including any tendered shares) on the date of the Expiration Time,
less the Aggregate Tender Distribution Amount, and the denominator of which
shall be equal to the product of (A) the Current Market Price of the Common
Stock on the date of the Expiration Time multiplied by (B) the difference
between the number of shares of Common Stock outstanding (including any tendered
shares) on the date of the Expiration Time and the number of all shares validly
tendered and not withdrawn as of the Expiration Time (the shares deemed accepted
up to any such maximum, the "Purchased Shares").

         (6) The Company shall be entitled to make such additional adjustments
in the Conversion Rate, in addition to those required by subsections 12.03(1),
12.03(2), 12.03(3), 12.03(4) and 12.03(5), as shall be necessary in order that
any dividend or distribution of Common Stock, any subdivision, reclassification
or combination of shares of Common Stock or any issuance of rights, options or
warrants referred to above shall not be taxable to the holders of Common Stock
for United States Federal income tax purposes.

         (7) In any case in which this Section 12.03 shall require that any
adjustment be made effective as of or retroactively immediately following a
record date, the Company may elect to defer (but only for five (5) Trading Days
following the filing of the statement referred to in Section 12.05)) issuing to
the Holder of any Notes converted after such record date the shares of Common
Stock and other Capital Stock of the Company issuable upon such conversion over
and above the shares of Common Stock and other Capital Stock of the Company
issuable upon such conversion on the basis of the Conversion Rate prior to
adjustment; provided, however, that the Company shall deliver to such Holder a
due bill or other appropriate instrument evidencing such Holder's right to
receive such additional shares upon the occurrence of the event requiring such
adjustment.

                                       61
<PAGE>   67

         (8) All calculations under this Section 12.03 shall be made to the
nearest cent or one-hundredth of a share or security, with one-half cent and
0.005 of a share, respectively, being rounded upward. Notwithstanding any other
provision of this Section 12.03, the Company shall not be required to make any
adjustment of the Conversion Rate unless such adjustment would require an
increase or decrease of at least 1% of such rate. Any lesser adjustment shall be
carried forward and shall be made at the time of and together with the next
subsequent adjustment which, together with any adjustment or adjustments so
carried forward, shall amount to an increase or decrease of at least 1% in such
rate. Any adjustments under this Section 12.03 shall be made successively
whenever an event requiring such an adjustment occurs.

         (9) In the event that at any time, as a result of an adjustment made
pursuant to this Section 12.03, the Holder of any Note thereafter surrendered
for conversion shall become entitled to receive any shares of Capital Stock of
the Company other than shares of Common Stock into which the Notes originally
were convertible, the Conversion Rate of such other shares so receivable upon
conversion of any such Note shall be subject to adjustment from time to tine in
a manner and on terms as nearly equivalent as practicable to the provisions with
respect to Common Stock contained in this Article 12 with respect to the Common
Stock shall apply on like or similar terms to any such other shares and the
determination of the Board of Directors of the Company as to any such adjustment
shall be conclusive.

         (10) No adjustment shall be made pursuant to this Section, subject to
Section 12.03(7), with respect to any Note that is converted prior to the time
such adjustment otherwise would be made.

         (11) To the extent permitted by applicable law, the Company from time
to time may increase the Conversion Rate by any amount for any period of time if
the period is at least 20 days, the increase is irrevocable during such period,
and the Board of Directors of the Company shall have made a determination that
such increase would be in the best interests of the Company, which determination
shall be conclusive and described in a Board Resolution filed with the Trustee;
provided, however, that no such increase shall be taken into account for
purposes of determining whether the Closing Price Per Share of the Common Stock
equals or exceeds 105% of the Conversion Price in connection with an event which
would otherwise be a Change in Control. Whenever the Conversion Rate is
increased pursuant to the preceding sentence, the Company shall give notice of
the increase to the Holders in the manner provided in Section 14.02 at least 15
days prior to the date the increased Conversion Rate takes effect, and such
notice shall state the increased Conversion Rate and the period during which it
will be in effect.

Section 12.04. Consolidation, Sale of Assets or Merger of the Company.

         In case of either (a) any consolidation or merger to which the Company
is a party, other than a merger or consolidation in which the Company is the
surviving or continuing entity and which does not result in any
reclassification, conversion, exchange or cancellation of outstanding shares of
Common Stock or (b) any sale or conveyance of all or substantially all of the
assets of the Company to another Person, then each Note then outstanding shall
be convertible from and after such merger, consolidation, sale or conveyance of
assets only into the kind and amount of securities, cash and property receivable
upon such consolidation, merger, sale or conveyance by


                                       62
<PAGE>   68

a holder of the number of shares of Common Stock into which such Notes would
have been converted immediately prior to such consolidation, merger, sale or
conveyance, subject to adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article 12 (and assuming
such holder of Common Stock failed to exercise his rights of election, if any,
as to the kind or amount of securities, cash or other property receivable upon
such consolidation, merger, sale or conveyance (provided that, if the kind or
amount of securities, cash or other property receivable upon such consolidation,
merger, sale or conveyance is not the same for each nonelecting share, then the
kind and amount of securities, cash or other property receivable upon such
consolidation, merger, sale or conveyance for each non-electing share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
non-electing shares)). The Company shall not enter into any of the transactions
referred to in clause (a) or (b) of the preceding sentence unless effective
provision shall be made so as to give effect to the provisions set forth in this
Section 12.04. The provisions of this Section 12.04 shall apply similarly to
successive consolidations, mergers, sales or conveyances.

Section 12.05. Notice of Adjustment of Conversion Rate.

         Whenever an adjustment in the Conversion Rate is required:

         (1) the Company shall compute the adjusted Conversion Rate in
accordance with Section 12.03 and forthwith place on file with the Trustee and
any Conversion Agent a certificate of the Treasurer or Chief Financial Officer
of the Company, stating the adjusted Conversion Rate determined as provided
herein and setting forth in reasonable detail such facts as shall be necessary
to show the reason for and the manner of computing such adjustment, such
certificate to be conclusive evidence that the adjustment is correct; and

         (2) a notice stating that the Conversion Rate has been adjusted and
setting forth the adjusted Conversion Rate shall forthwith be required, and as
soon as practicable after it is required, such notice shall be delivered to
Holders in accordance with Section 14.02.

Section 12.06. Notice in Certain Events.

         In case:

         (a) the Company shall declare a dividend (or any other distribution) on
its Common Stock payable (i) otherwise than exclusively in cash or (ii)
exclusively in cash in an amount that would require any adjustment pursuant to
Section 12.03;

         (b) the Company shall authorize the granting to all or substantially
all the holders of its Common Stock of rights, options or warrants to subscribe
for or purchase any shares of Capital Stock of any class or of any other rights;

         (c) of any reclassification of the Common Stock (other than a
subdivision or combination of its outstanding Common Stock);

         (d) of the voluntary or involuntary dissolution, liquidation or winding
up of the Company;

                                       63
<PAGE>   69

         (e) the Company or any Subsidiary of the Company shall commence a
tender offer for all or a portion of the Company's outstanding Common Stock (or
shall amend any such tender offer);

         (f) of a consolidation, merger or share exchange to which the Company
is a party and for which approval of any shareholders of the Company is
required, or of the conveyance, sale, transfer or lease to another Person or
entity or group of Persons or entities acting in concert as a partnership,
limited partnership, syndicate or other group (within the meaning of Rule 13d-3
under the Notes Exchange Act of 1934) of all or substantially all of the assets
of the Company; or

         (g) of any action triggering an adjustment of the Conversion Rate
pursuant to this Article 12 not otherwise specified in this Section 12.06;


then, in each case, the Company shall cause to be filed with the Trustee and the
Conversion Agent, and shall cause to be provided to Holders in accordance with
Section 14.02, at least 20 days (or 10 days in any case specified in clause (a)
or (b) above) prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of any
dividend or distribution or grant of rights, options or warrants triggering an
adjustment to the Conversion Rate pursuant to this Article 12, or, if a record
is not to be taken, the date as of which the holders of record of Common Stock
entitled to such dividend or distribution, rights, options or warrants are to be
determined, or (y) the date on which any reclassification, consolidation,
merger, sale, conveyance, dissolution, liquidation, tender offer or winding up
triggering an adjustment to the Conversion Rate pursuant to this Article 12 is
expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their Common
Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, conveyance, dissolution,
liquidation, tender offer or winding up.

         The Company shall cause to be filed with the Trustee and the Conversion
Agent, and shall cause to be provided to Holders in accordance with Section
14.02, notice of any tender offer by the Company or any Subsidiary for all or
any portion of the Common Stock at or about the time that such notice of tender
offer is provided to the public generally.

         Failure to give such notice or any defect therein shall not affect the
legality or validity of the proceedings described in this Section.

Section 12.07. Company To Reserve Stock: Registration; Listing.

         (a) The Company shall at all times reserve and keep available, free
from preemptive rights, out of its authorized but unissued shares of Common
Stock (and/or treasury shares), for the purpose of effecting the conversion of
the Notes, such number of its duly authorized shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all outstanding
Notes into such Common Stock at any time (assuming that, at the time of the
computation of such number of shares or securities, all the Notes would be hold
by a single Holder); provided, however, that nothing contained herein shall
preclude the Company from satisfying its obligations in respect of the
conversion of the Notes by delivery of purchased


                                       64
<PAGE>   70

shares of Common Stock which are held in the treasury of the Company. The
Company shall from time to time, in accordance with the laws of the State of
Wisconsin, use its best efforts to cause the authorized amount of the Common
Stock to be increased if the aggregate of the authorized amount of the Common
Stock remaining unissued and the issued shares of such Common Stock in its
treasury (other than any such shares reserved for issuance in any other
connection) shall not be sufficient to permit the conversion of all Notes.

         (b) If any shares of Common Stock which would be issuable upon
conversion of Notes hereunder require registration with or approval of any
governmental authority before such shares or securities may be issued upon such
conversion, the Company will in good faith and as expeditiously as possible
endeavor to cause such shares or securities to be duly registered or approved,
as the case may be. The Company will endeavor to list the shares of Common Stock
required to be delivered upon conversion of the Notes prior to such delivery
upon the principal national securities exchange upon which the outstanding
Common Stock is listed at the time of such delivery.

Section 12.08. Taxes on Conversion.

         Except as provided in the next sentence, the Company shall pay any and
all documentary, stamp or similar issue or transfer taxes and duties that may be
payable in respect of the issue or delivery of shares of Common Stock on
conversion of Notes pursuant hereto. The Company shall not, however, be required
to pay any such tax or duty which may be payable in respect of any transfer
involved in the issue or delivery of shares of Common Stock or the portion, if
any, of the Notes which are not so converted in a name other than that in which
the Notes so converted were registered, and no such issue or delivery shall be
made unless and until the Person requesting such issue has paid to the Company
the amount of such tax or duty, or has established to the satisfaction of the
Company that such tax or duty has been paid.

Section 12.09. Conversion After Record Date.

         If any Notes are surrendered for conversion subsequent to the record
date preceding an Interest Payment Date but on or prior to such Interest Payment
Date (except in the case of any Note or portion thereof which has been called
for redemption on a Redemption Date, or is repurchasable on a Repurchase Date,
occurring, in either case, between such record date and such Interest Payment
Date), the Holder of such Notes at the close of business on such record date
shall be entitled to receive the interest (and Liquidated Damages, if any)
payable on such Notes on such Interest Payment Date notwithstanding the
conversion thereof. Each Note surrendered for conversion (in whole or part)
during the period from the close of business on any record date next preceding
any Interest Payment Date to the opening of business on such Interest Payment
Date shall (except in the case of any Note or portion thereof which has been
called for redemption on a Redemption Date or which the Holder has elected to
have repurchased on a Repurchase Date, occurring, in either case, within such
period) be accompanied by payment in New York Clearing House funds or other
funds acceptable to the Company of an amount equal to the interest (and
Liquidated Damages, if any) payable on such Interest Payment Date on the Note
(or part thereof) being surrendered for conversion. Subject to the provisions
of Section 4.01 relating to the payment of Defaulted Interest by the Company,
the interest (and Liquidated Damages, if any) payment with respect to a Note
(or portion thereof) called for redemption on a

                                       65
<PAGE>   71
Redemption Date, or is repurchasable on a Repurchase Date, occurring, in either
case, during the period from the close of business on any regular record date
next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date shall be payable on such Interest Payment Date to the
Holder of such Note at the close of business on such regular record date
notwithstanding the conversion of such Note after such regular record date
and prior to such Interest Payment Date, and the Holder converting such Note
need not include a payment of such interest (and Liquidated Damages, if any)
payment amount upon surrender of such Note for conversion. Except as provided
in this Section 12.09, no cash payments or adjustments in respect of payments
of interest (or Liquidated Damages, if any) on any Note or portio thereof
surrendered for conversion or any dividends or distributions on the Common
Stock issued upon conversion shall be made upon the conversion of any Note.

Section 12.10. Covenant as to Common Stock.

         The Company agrees that all shares of Common Stock which may be issued
and delivered upon conversion of the Notes will, upon issuance, have been duly
authorized and validly issued and will be fully paid and nonassessable and,
except as provided in Section 12.08, the Company will pay all taxes, liens and
charges with respect to the issue thereof. Notwithstanding anything in this
Article 12 to the contrary, Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law imposes upon shareholders of Wisconsin corporations personal
liability for debts owing to employees for services performed for the
corporation, but not exceeding six months service in any one case.

Section 12.11. Company Determination Final.

         Any determination that the Company or the Board of Directors of the
Company must make pursuant to this Article is conclusive.

Section 12.12. Rights Issued in Respect of Common Stock Issued Upon Conversion.

         Each share of Common Stock issued upon conversion of Notes pursuant to
this Article 12 shall be entitled to receive the appropriate number of Rights,
if any, and the certificates representing the Common Stock issued upon such
conversion shall bear such legends, if any, in each case as provided by and
subject to the terms of the Rights Agreement as in effect at the time of such
conversion. If the Rights are separated from the Common Stock in accordance with
the provisions of the Rights Agreement such that the Holders would thereafter
not be entitled to receive any such Rights in respect to the Common Stock
issuable upon conversion of such Notes, the Conversion Price will be adjusted as
provided in Section 12.03.(2) on the Distribution Date; provided that if such
Rights expire, terminate or are redeemed by the Company, the Conversion Price
shall again be adjusted to be the Conversion Price which would then be in effect
if the separation of the Rights and the Common Stock had not occurred. In lieu
of any such adjustment, the Company may amend the Rights Agreement to provide
that upon conversion of the Notes the Holders will receive, in addition to the
Common Stock issuable upon such conversion, the Rights which would have attached
to such shares of Common Stock if the Rights had not become separated from the
Common Stock pursuant to the provisions of the Rights Agreement.

                                       66
<PAGE>   72

         Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's Capital Stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("Trigger Event"):

         (i)      are deemed to be transferred with such shares of Common Stock,

         (ii)     are not exercisable, and

         (iii)    are also issued in respect of future issuances of Common
                  Stock,

shall not be deemed distributed for purposes of Section 12.03(2) until the
occurrence of the earliest Trigger Event. In addition, in the event of any
distribution of rights or warrants, or any Trigger Event with respect thereto,
that shall have resulted in an adjustment to the Conversion Price under Section
12.03(2), (1) in the case of any such rights or warrants which shall all have
been redeemed or repurchased without exercise by any holders thereof, the
Conversion Price shall be readjusted upon such final redemption or repurchase to
give effect to such distribution or Trigger Event, as the case may be, as though
it were a cash distribution, equal to the per share redemption or repurchase
price received by a holder of Common Stock with respect to such rights or
warrants (assuming such holder had retained such rights or warrants), made to
all holders of Common Stock as of the date of such redemption or repurchase, and
(2) in the case of any such rights or warrants all of which shall have expired
without exercise by any holder thereof, the Conversion Price shall be readjusted
as if such issuance had not occurred.

Section 12.13. Trustee's Disclaimer.

         The Trustee has no duty to determine when an adjustment under this
Article should be made, how it should be made or what it should be. The Trustee
makes no representation as to the validity or value of any securities or assets
issued upon conversion of Notes. The Trustee shall not be responsible for the
Company's failure to comply with this Article. Each Conversion Agent other than
the Company shall have the same protection under this Section as the Trustee.

Section 12.14. Cancellation of Converted Notes.

         All Notes delivered for conversion shall be delivered to the Trustee or
its agent to be cancelled by or at the direction of the Trustee, which shall
dispose of the same in accordance with Section 2.11.

                                  ARTICLE 13.
                          MEETINGS OF HOLDERS OF NOTES

Section 13.01. Purposes for Which Meetings May Be Called.

         A meeting of Holders may be called at any time and from time to time
pursuant to the provisions of this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders.


                                       67
<PAGE>   73

Section 13.02. Manner of Calling Meetings.

         The Trustee may at any time call a meeting of Holders to take any
action specified in Section 13.01, to be held at such time and at such place in
the City of Chicago, Illinois as the Trustee shall determine. Notice of every
meeting of Holders, setting forth the time and place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be mailed
not less than 20 nor more than 60 days prior to the date fixed for the meeting.

Section 13.03. Call of Meeting by the Company or the Holders.

         In case at any time the Company pursuant to a Board Resolution or the
Holders of not less than 10% in aggregate principal amount of the outstanding
Notes shall have requested the Trustee to call a meeting of Holders to take any
action authorized in Section 13.01 by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed notice of such meeting within 20 days after
receipt of such request, then the Company or such Holders in the amount above
specified may determine the time and place in the City of Chicago, Illinois for
such meeting and may call such meeting to take any action authorized in Section
13.01, by mailing (and publishing, if required) notice thereof as provided in
Section 13.02.

Section 13.04. Who May Attend and Vote at Meetings.

         To be entitled to vote at any meeting of Holders, a Person shall be:

                  (a) a Holder of one or more Notes, or

                  (b) a Person  appointed by an  instrument in writing as proxy
         by the Holder or Holders of one or more Notes.

         The only Persons who shall be entitled to be present or to speak at any
meeting of Holders shall be the Persons entitled to vote at such meeting and
their counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

Section 13.05. Regulations May Be Made by Trustee; Conduct of the Meeting;
               Voting Rights - Adjournment.

         Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders, in regard to proof of the holding of Notes and of the appointment of
proxies, and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Notes shall be proved by the register kept by the
Registrar and the appointment of any proxy shall be proved in the manner
specified in Section 14.04; provided, however, that such regulations may provide
that written instruments appointing proxies regular on their face, may be
presumed valid and genuine without the proof herein above or in said Section
14.04 specified. The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting,


                                       68
<PAGE>   74

unless the meeting shall have been called by the Company or by Holders as
provided in Section 13.03, in which case the Company or the Holders calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by majority vote of the meeting.

         At any meeting each Holder or proxy shall be entitled to one vote for
each $1,000 principal amount of Notes held or represented by such Holder;
provided, however, that no vote shall be cast or counted at any meeting in
respect of any Note challenged as not outstanding and ruled by the chairman of
the meeting to be not outstanding. The chairman of the meeting shall have no
right to vote, except as a Holder or proxy. Any meeting of Holders duly called
pursuant to the provisions of Section 13.02 or 13.03 may be adjourned from time
to time, and the meeting may be held so adjourned without further notice. At any
meeting of Holders, the presence of Persons holding or representing Notes in
principal amount sufficient to take action on the business for the transaction
of which such meeting was called shall constitute a quorum, but, if less than a
quorum is present, the Persons holding or representing a majority in principal
amount of the Notes represented at the meeting may adjourn such meeting with the
same effect for all intents and purposes, as though a quorum had been present.

Section 13.06. Manner of Voting at Meetings and Record to Be Kept.

         The vote upon any resolution submitted to any meeting of Holders shall
be by written ballots on which shall be subscribed the signatures of the Holders
or of their representatives by proxy and the principal amount or amounts of the
Notes held or represented by them. The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of Holders
shall be prepared by the secretary of the meeting and there shall be attached to
said record the original reports of the inspectors of votes on any vote by
ballot taken thereat and affidavits by one or more Persons having knowledge of
the facts setting forth a copy of the notice of the meeting and showing that
said notice was mailed as provided in Section 13.02. The record shall show the
principal amount or principal amounts of the Notes voting in favor of or against
any resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one copy thereof shall be
delivered to the Company and the other to the Trustee to be preserved by the
Trustee. Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

         Any resolution passed or decisions taken at any meeting of Holders duly
held in accordance with this Section shall be binding on all Holders of Notes
whether or not present or represented at the meeting. The Trustee shall notify
all the Holders of any such resolutions or decisions.

Section 13.07. Exercise of Rights of Trustee and Holders Not to Be Hindered or
               Delayed.

         Nothing contained in this Article 13 shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Holders or any rights
expressly or impliedly conferred hereunder to make such call, any hindrances or
delay in the exercise of any right or rights


                                       69
<PAGE>   75

conferred upon or reserved to the Trustee or to the Holders under any of the
provisions of this Indenture or of the Notes.

                                   ARTICLE 14.
                                  MISCELLANEOUS

Section 14.01. Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA ss.318(c), the imposed duties shall control.

Section 14.02. Notices.

         Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telex, telecopier or overnight air courier guaranteeing next day delivery, to
the others' address:

         If to the Company and/or any Guarantor:

         Briggs & Stratton Corporation
         12301 West Wirth Street
         Wauwatosa, Wisconsin 53222
         Telephone:  (414) 259-5333
         Fax:  (414) 479-1391
         Attention:  Corporate Secretary

         With a copy to:
         Briggs & Stratton Corporation
         12301 West Wirth Street
         Wauwatosa, Wisconsin 53222
         Telephone:  (414) 259-5333
         Fax:  (414) 479-1391
         Attention:  Corporate General Counsel

         If to the Trustee:
         Bank One, N.A.
         Bank One Plaza
         Suite IL1-0823
         Chicago, IL 60670-0823
         Telecopier No.:  (312) 336-8841
         Attention:  Global Trust Services Division

         The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

         All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days


                                       70
<PAGE>   76

after being deposited in the mail, postage prepaid, if mailed; when answered
back, if telexed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

         Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA ss. 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

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

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

Section 14.03. Communication by Holders with Other Holders.

         Holders may communicate pursuant to TIA ss. 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA ss.
312(c).

Section 14.04. Acts of Holders.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the 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 shall be sufficient for any purpose of this
Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary pubic 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 shall 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 Notes shall be proved by the register kept by the
Registrar.





                                       71
<PAGE>   77


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

         (e) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
outstanding Notes have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the outstanding Notes shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall be effective pursuant to
the provisions of this Indenture not later than six months after the record
date.

Section 14.05. Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

         (a) an Officer's Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 14.06) stating that, in the opinion of the signer, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been satisfied; and

         (b) an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 14.06)
stating that, in the opinion of such counsel, all such conditions precedent and
covenants have been satisfied.

Section 14.06. Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA ss.
314(e) and shall include:

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

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


                                       72
<PAGE>   78

         (c) a statement that, in the opinion of such Person, that Person has
made such examination or investigation as is necessary to such Person him to
express an informed opinion as to whether or not such covenant or condition has
been satisfied; and

         (d) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been satisfied.

Section 14.07. Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 14.08. No Personal Liability of Directors, Officers, Employees and
               Stockholders.

         No past, present or future director, officer, employee, incorporator or
shareholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Subsidiary Guarantees or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes.

Section 14.09. Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 14.10. No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 14.11. Successors.

         All agreements of the Company in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors. All agreements of each Guarantor in this Indenture shall bind
its successors, except as otherwise provided in Section 10.05.

Section 14.12. Severability.

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




                                       73
<PAGE>   79


Section 14.13. Counterpart Originals.

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

Section 14.14. Table of Contents, Headings, etc.

         The Table of Contents and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and shall in no way modify or restrict any
of the terms or provisions hereof.


                         [SIGNATURES ON FOLLOWING PAGE]


                                       74
<PAGE>   80







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


                                 BRIGGS & STRATTON CORPORATION


                                 By:      /s/ James E. Brenn
                                      ------------------------------------------
                                          James E. Brenn, Senior Vice President
                                          and Chief Financial Officer


                                 By:       /s/ Carita R. Twinem
                                      ------------------------------------------
                                          Carita R. Twinem, Treasurer


                                        BANK ONE, N.A., as Trustee



                                 By:      /s/ Marla S. Roth
                                      ------------------------------------------
                                          Marla S. Roth
                                          Assistant Vice President




                                         75
<PAGE>   81

                                                                       EXHIBIT A


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

                                                            CUSIP/CINS


                 5.00% Convertible Senior Notes due May 15, 2006

No.                                                           $
    ----                                                       -----------------

                          BRIGGS & STRATTON CORPORATION

promises to pay to
                   -------------------------------------------------------------

or registered assigns,

the principal sum of
                    ------------------------------

Dollars on May 15, 2006.

Interest Payment Dates: May 15 and November 15
                        ------     -----------

Record Dates: May 1 and November 1
              -----     ----------

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

                                  BRIGGS & STRATTON CORPORATION

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

This is one of the Notes referred to
in the within-mentioned Indenture:

BANK ONE, N.A.,
   as Trustee

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

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




<PAGE>   82



                          BRIGGS & STRATTON CORPORATION


                 5.00% Convertible Senior Notes due May 15, 2006

[If this is a Global Note, include the following legend pursuant to the
 provisions of the Indenture]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OR 9.05 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF BRIGGS & STRATTON
CORPORATION.

[If this is a Restricted Security, include the following legend pursuant to the
Indenture]

THE CONVERTIBLE NOTES EVIDENCED HEREBY AND ANY COMMON STOCK ISSUABLE UPON
CONVERSION OF THESE CONVERTIBLE NOTES HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL
INVESTOR (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT AND (B) BY SUBSEQUENT INVESTORS, AS SET
FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN
A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF
THE UNITED STATES.

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1.   INTEREST AND LIQUIDATED DAMAGES. Briggs & Stratton Corporation, a
Wisconsin corporation (the "Company"), promises to pay interest on the principal
amount of this Note at 5.00% per annum from May 14, 2001 until maturity and
shall pay the Liquidated Damages payable pursuant to Section 8(a) of the
Registration Rights Agreement referred to in Paragraph 20 below. The Company
will pay interest and Liquidated Damages, if any, semi-annually in arrears on
May 15 and November 15 of each year, or if any such day is not Business Day, on
the next succeeding Business Day (each an "Interest Payment Date"). Interest on
the Notes will accrue from the most recent date on which interest has been paid
or, if no interest has been paid, from the date of issuance; provided that if
there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to in Paragraph 2 and



                                      A-2


<PAGE>   83

the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be November 15, 2001. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal from time to time on demand at a rate that is 1% per annum in
excess of the interest rate stated in the first sentence of this paragraph; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if
any, (without regard to any applicable grace period) from time to time on demand
at the same rate to the extent lawful. Interest will be computed on the basis of
a 360-day year of twelve 30-day months.

         2.   METHOD OF PAYMENT. The Company will pay interest on the Notes
(except Defaulted Interest) and Liquidated Damages, if any, to the Persons who
are registered Holders at the close of business on the May 1 or November 1 next
preceding the Interest Payment Date (each, a "record date"), even if such Notes
are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to Defaulted
Interest. The Notes will be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages, if any, may
be made by check mailed to the Holders at their addresses set forth in the
register of Holders, and provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest,
premium and Liquidated Damages, if any, on, all Global Notes and all other Notes
the Holders of which shall have provided wire transfer instructions to the
Company or the Paying Agent. Such payment shall be 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.

         3.   PAYING AGENT, CONVERSION AGENT AND REGISTRAR. Initially, Bank One,
N.A., the Trustee under the Indenture, will act as Paying Agent, Conversion
Agent and Registrar. The Company may change any Paying Agent, Conversion Agent
or Registrar without notice to any Holders. The Company or any of its
Subsidiaries may act in any such capacity.

         4.   INDENTURE. The Company issued the Notes under an Indenture dated
May 14, 2001 ("Indenture") between the Company, the Guarantors listed on
Schedule I thereto and the Trustee. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes
are subject to all such terms, and Holders are referred to the Indenture and the
TIA for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are unsecured obligations
of the Company limited to $140,000,000 aggregate principal amount.

         5.   OPTIONAL REDEMPTION. The Notes may be redeemed, at the Company's
option, in whole or in part, at any time and from time to time on and after May
15, 2004, at the following redemption prices (expressed as percentages of the
principal amount), if redeemed during the twelve-month period beginning on the
date indicated below, in each case, together with accrued and unpaid interest
(and Liquidated Damages, if any) to the Redemption Date:

                Date                               Redemption Price
                ----                               ----------------
                May 15, 2004                                102%
                May 15, 2005                                101%




                                      A-3

<PAGE>   84

         Payments due with respect to the Notes on or prior to the Redemption
Date will be payable to the Holders of record at the close of business on the
relevant record date specified in Paragraph 2, all as provided in the Indenture.

         Except pursuant to the preceding paragraphs, the Notes will not be
redeemable at the Company's option prior to maturity.

         6.   MANDATORY REDEMPTION. Except as set forth in Paragraph 8 below,
the Company shall not be required to make mandatory redemption payments, sinking
fund payments or repurchase payments with respect to the Notes.

         7.   CONVERSION. Subject to and upon compliance with the provisions of
the Indenture, each Holder is entitled, at such Holder's option, at any time
following the original issue date of the Notes and on or before the close of
business on the Business Day immediately preceding the Stated Maturity of the
Notes, or in case this Note or a portion hereof is called for redemption or the
Holder hereof has exercised its right to require the Company to repurchase this
Note or a portion hereof, then in respect of this Note until but (unless the
Company defaults in making the payment due upon redemption or repurchase, as the
case may be) not after, the close of business on the Business Day immediately
preceding the Redemption Date or the Repurchase Date, as the case may be, to
convert this Note (or any portion of the principal amount hereof that is an
integral multiple of $1,000, provided that the unconverted portion of such
principal amount is at least $1,000) into fully paid and nonassessable shares of
Common Stock at an initial Conversion Rate of 20.1846 shares of Common Stock for
each $1,000 principal amount of Notes (or at the current adjusted Conversion
Rate if an adjustment has been made as provided in the Indenture, including
pursuant to Section 12.03(2) thereof)) by surrender of this Note, duly endorsed
or assigned to the Company or in blank and, in case such surrender shall be made
during the period from close of business on any regular record date next
preceding any Interest Payment Date to the opening of business on such Interest
Payment Date (except if this Note or a portion hereof has been called for
redemption on a Redemption Date or is repurchasable on a Repurchase Date and the
conversion rights of this Note, or such portion hereof, would terminate during
the period between such regular record date and the close of business on such
Interest Payment Date), also accompanied by payment in New York Clearing House
funds or other funds acceptable to the Company of an amount equal to the
interest (and Liquidated Damages, if any) payable on such Interest Payment Date
on the principal amount of this Note then being converted, and also the
conversion notice hereon duly executed (and, if required, a Surrender
Certificate and such other deliveries specified in Section 12.02(e) of the
Indenture), to the Company at a Place of Conversion; provided, however, that if
this Note or portion hereof has been called for redemption on a Redemption Date
or is repurchasable on a Repurchase Date and the conversion rights of this Note,
or such portion hereof, would terminate during the period between such regular
record date and the close of business on such Interest Payment Date, then the
Holder of this Note on such regular record date will be entitled to receive the
interest (and Liquidated Damages, if any) accruing hereon from the Interest
Payment Date next preceding the date of such conversion to such succeeding
Interest Payment Date and the Holder of this Note who converts this Note or a
portion hereof during such period shall not be required to pay such interest
(and Liquidated Damages, if any) upon surrender of this Note for conversion.
Subject to the provisions of the preceding sentence, and, in the case of
conversion after the close of business on the regular record date next preceding
an Interest Payment Date and on or before the close of business on such Interest
Payment Date, to the right of the Holder to receive the related installment of
interest (and Liquidated Damages, if any) to the extent provided in the
Indenture, no cash payment or adjustment in respect of payments of interest (and
Liquidated Damages, if any) on this Note or portion hereof is to be made on
conversion for interest or Liquidated Damages, if any, accrued hereon from the
Interest Payment Date next preceding the day of conversion, or for dividends on
the Common Stock issued on conversion hereof. The Company shall thereafter
deliver to the Holder the fixed number of shares of Common Stock (together with
any cash adjustment, as provided in the Indenture) into which



                                      A-4

<PAGE>   85


this Note is convertible and such delivery will be deemed to satisfy the
Company's obligation to pay the principal amount of this Note. No fractions of
shares or scrip representing fractions of shares will be issued on conversion,
but instead of any fractional interest (calculated to the nearest 1/100th of a
share) the Company will pay a cash adjustment as provided in the Indenture.

         The Conversion Rate is subject to adjustment as provided in the
Indenture. In addition, the Indenture provides that in case of certain
consolidations or mergers to which the Company is a party (other than a
consolidation or merger in which the Company is the surviving or continuing
entity and that does not result in any reclassification, conversion, exchange or
cancellation of the Common Stock) or the sale or conveyance of all or
substantially all of the assets of the Company, the Indenture shall be amended,
without the consent of any Holders, so that this Note, if then outstanding, will
be convertible thereafter, during the period this Note shall be convertible as
specified above, only into the kind and amount of securities, cash and property
receivable upon such consolidation, merger sale or conveyance by a holder of the
number of shares of Common Stock into which this Note could have been converted
immediately prior to such consolidation, merger, sale or conveyance (assuming
such holder of Common Stock failed to exercise any rights of election and
received per share the kind and amount received per share by a plurality of
non-electing shares). No adjustment in the Conversion Rate will be made until
such adjustment would require an increase or decrease of at least 1% of such
rate, provided that any adjustment that would otherwise be made, but for the
application of the foregoing, will be carried forward and taken into account in
the computation of any subsequent adjustment.

         8.   REPURCHASE AT OPTION OF HOLDER. If a Change in Control occurs,
each Holder, at the Holder's option, shall have the right, in accordance with
the provisions of the Indenture, to require the Company to repurchase all or any
part (equal to $1,000 or an integral multiple of $1,000) of that Holder's Notes
for cash equal to 100% of the principal amount of Notes to be repurchased plus,
in each case, accrued and unpaid interest and Liquidated Damages, if any,
accrued to the Repurchase Date. At the option of the Company, the Repurchase
Price may be paid in cash or, subject to the conditions provided in the
Indenture, by delivery of shares of Common Stock having a fair market value
equal to the Repurchase Price. For purposes of this paragraph, the fair market
value of shares of Common Stock shall be determined by the Company and shall be
equal to 95% of the average of the Closing Prices Per Share for the five
consecutive Trading Days immediately preceding and including the third Trading
Day prior to the Repurchase Date. On or before the 30th day after the occurrence
of a Change in Control, the Company shall give to each Holder a notice of the
occurrence of the Change in Control and of the repurchase right arising as a
result thereof, as further specified in the Indenture.

         9.   NOTICE OF REDEMPTION. Notice of redemption will be given at least
30 days but not more than 60 days before the Redemption Date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the Redemption Date (assuming the Company has made the payment due upon
redemption), interest (and Liquidated Damages, if any) ceases to accrue on Notes
or portions thereof called for redemption.

         10.  DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.



                                      A-5

<PAGE>   86

         11.  PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

         12.  AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Subsidiary Guarantees or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes, and any existing default in
compliance with any provision of the Indenture, the Subsidiary Guarantees or the
Notes may be waived with the consent of the Holders of a majority in aggregate
principal amount of the then outstanding Notes. Without the consent of any
Holder, the Indenture, the Subsidiary Guarantees or the Notes may be amended or
supplemented to (i) cure any ambiguity, defect, mistake or inconsistency, (ii)
provide for uncertificated Notes in addition to or in place of certificated
Notes, (iii) provide for the assumption of the Company's or Guarantors'
obligations to Holders in the case of a merger or consolidation or a sale of all
or substantially all of the Company's assets, (iv) make any change that would
provide any additional rights or benefits to the Holders or that does not
adversely affect the legal rights hereunder of any such Holder, (v) comply with
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA or (vi) allow any Guarantor to execute a supplemental
indenture to the Indenture in respect of a Subsidiary Guarantee.

         13.  DISCHARGE, LEGAL DEFEASANCE AND COVENANT DEFEASANCE. This Note is
subject to legal defeasance and covenant defeasance, and the Indenture is
subject to discharge, all as described in the Indenture.

         14.  EVENTS OF DEFAULT. If any Event of Default with respect to the
Notes shall occur and be continuing, the principal of all the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         15.  PARTIAL REDEMPTION, REPURCHASE OR CONVERSION. In the event of a
redemption, repurchase or conversion of this Note in part only, a new Note or
Notes for the unredeemed, unrepurchased or unconverted portion hereof will be
issued in the name of the Holder hereof upon cancellation hereof.

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

         17.  NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or shareholder of the Company or any Guarantor, as such, shall not
have any liability for any obligations of the Company or the Guarantors under
the Notes, the Indenture or the Subsidiary Guarantees or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder
by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Notes.

         18.  AUTHENTICATION. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

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


                                      A-6

<PAGE>   87

         20.  ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement,
dated as of May 8, 2001 (the "Registration Rights Agreement"), between the
Company and the parties named on the signature pages thereof.

         21.  CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices relating to redemption and repurchase as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice relating to redemption or repurchase and
reliance may be placed only on the other identification numbers placed thereon.

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

Briggs & Stratton Corporation
12301 West Wirth Street
Wauwatosa, Wisconsin 53222
Attention: Corporate Secretary



                                      A-7

<PAGE>   88



                                 ASSIGNMENT FORM

       To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

                                     -------------------------------------------
                                            (Insert assignee's legal name)


--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

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


and irrevocably appoint
                        --------------------------------------------------------

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

Date:
     ---------------
                                Your
                                Signature:
                                          --------------------------------------
                                          (Sign exactly as your name appears on
                                          the face of this  Note)


Signature Guarantee*:
                     ------------------------

* Eligible Guarantor Institution with membership in an approved signature
guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of
1934.




                                      A-8

<PAGE>   89


                                CONVERSION NOTICE

              The undersigned Holder of this Note hereby irrevocably exercises
the option to convert this Note, or any portion of the principal amount hereof
(which is $1,000 or an integral multiple of $1,000 in excess thereof, provided
that the unconverted portion of such principal amount is at least $1,000) below
designated, into shares of Common Stock in accordance with the terms of the
Indenture referred to in this Note, and directs that such shares, together with
a check in payment for any fractional share and any Notes representing any
unconverted principal amount hereof, be delivered to and be registered in the
name of the undersigned unless a different name has been indicated below. If
shares of Common Stock or Notes are to be registered in the name of a Person
other than the undersigned, (a) the undersigned will pay all applicable transfer
taxes payable with respect thereto and (b) signature(s) must be guaranteed by an
Eligible Guarantor Institution with membership in an approved signature
guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of
1934. Any amount required to be paid by the undersigned on account of interest,
and Liquidated Damages, if any, accompanies this Note. If this Note is a
Restricted Security, the undersigned and each Person, if any, to whom shares of
Common Stock are issued upon conversion of this Note (or any portion hereof)
acknowledge that such shares of Common Stock will be restricted securities and
bear the Private Placement Legend in accordance with the Indenture.

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

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

                                           -------------------------------------
                                           Signature(s)*

If shares or Notes are to be registered in the name of a Person other than the
Holder, please print such Person's name and address:

         Name:
                  ----------------------------
         Address:
                  ----------------------------

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

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

         Social Security or other Identification Number, if any:


                                           -------------------------------------
                                           Signature Guaranteed

If only a portion of the Notes is to be converted, please indicate:

         1.       Principal amount to be converted:  $
                                                      -------------

         2.       Principal amount and denomination of Notes representing
                      unconverted principal amount to be issued: $
                                                                  --------------

($1,000 or any integral multiple of $1,000 in excess thereof, provided that the
unconverted portion of such principal amount is at least $1,000).


*NOTICE: The signature to the foregoing Election must correspond to the name as
written upon the face of this Note in every particular, without alteration or
any change whatsoever.


                                      A-9

<PAGE>   90



                      OPTION OF HOLDER TO ELECT REPURCHASE

              Pursuant to Section 4.08 of the Indenture, the undersigned hereby
elects to have this Note repurchased by the Company.

              The undersigned hereby directs the Trustee or the Company to pay
to the undersigned an amount in cash or, at the Company's election, Common Stock
valued as set forth in the Indenture, equal to 100% of the principal amount of
this Note to be repurchased (as set forth below), plus interest and Liquidated
Damages, if any, accrued to the Repurchase Date, as provided in the Indenture.

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

                                             -----------------------------------
                                             Signature(s)*


                                                   Signature(s) must be
                                                   guaranteed by an Eligible
                                                   Guarantor Institution with
                                                   membership in an approved
                                                   signature guarantee program
                                                   pursuant to Rule 17Ad-15
                                                   under the Securities Exchange
                                                   Act of 1934.


                                             -----------------------------------
                                             Signature Guaranteed

Principal amount of this Note to be repurchased (at least $1,000 or an integral
multiple $1,000 in excess thereof):
                                    -------------------------------

If less than all of the principal amount of this Note is to be repurchased:

         Remaining principal amount following such repurchase (not less than
         $1,000):

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

         Serial number of Note to be repurchased in part:

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

         Name (and address) of the Person in which the portion of this Note to
         remain outstanding is to be registered:

         Name:
                   ----------------------------------
         Address:
                   ----------------------------------

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

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

         Social Security or other Identification Number, if any:


                                      A-10

<PAGE>   91

In the event the Repurchase Price is paid in shares of Common Stock, the
certificate or certificates of shares of Common Stock should be issued to the
following Person(s) (at the following address(es)):

         Name:
                   ----------------------------------
         Address:
                   ----------------------------------

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

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

         Social Security or other Identification Number, if any:

         Name:
                   ----------------------------------
         Address:
                   ----------------------------------

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

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

         Social Security or other Identification Number, if any:

*NOTICE: The signature to the foregoing Election must correspond to the name as
written upon the face of this Note in every particular, without alteration or
any change whatsoever.





                                      A-11
<PAGE>   92



              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:


<TABLE>
<CAPTION>

                                                                          Principal Amount of
                                                                           this Global Note         Signature of
                           Amount of decrease    Amount of increase in      following such       authorized officer
                           in Principal Amount      Principal Amount           decrease             of Trustee or
    Date of Exchange       of this Global Note    of this Global Note        (or increase)         Note Custodian
    ----------------       -------------------    -------------------        -------------         --------------
<S>                        <C>                   <C>                      <C>                    <C>


</TABLE>



                                      A-12

<PAGE>   93




                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Briggs & Stratton Corporation
12301 West Wirth Street
Wauwatosa, Wisconsin 53222
Attention:  Corporate Secretary

Bank One, N.A.
1 Bank One Plaza, Suite IL1-0814
Chicago, IL 60670-0814
Attention:  Global Corporate Trust Services Division

         Re: 5.00% Convertible Senior Notes due May 15, 2006

         Reference is hereby made to the Indenture, dated as of May 14, 2001
(the "Indenture"), by and among Briggs & Stratton Corporation, as issuer (the
"Company"), the Guarantors listed on Schedule I thereto and Bank One, N.A., as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         ___________________, (the "Transferor") owns and proposes to transfer
the Note[s]or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

         1.   |_|  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and /or the Definitive Note and
in the Indenture and the Securities Act.

         2.   |_|  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act and (iii) the transaction is not
part of a plan or scheme to evade the registration


                                      B-1

<PAGE>   94


requirements of the Securities Act. Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on Transfer
enumerated in the Private Placement Legend printed on the 144A Global Note
and/or the Definitive Note and in the Indenture and the Securities Act.

         3.   |_|  CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one) :

                   (a) |_| such Transfer is being effected pursuant to and in
         accordance with Rule 144 under the Securities Act;

                                       or

                   (b) |_| such Transfer is being effected to the Company or a
         subsidiary thereof;

                                       or

                   (c) |_| such Transfer is being effected pursuant to an
         effective registration statement under the Securities Act and in
         compliance with the prospectus delivery requirements of the Securities
         Act;

                                       or

                   (d) |_| such Transfer is being effected to an Institutional
         Accredited Investor and pursuant to an exemption from the registration
         requirements of the Securities Act other than Rule 144A, Rule 144 or
         Rule 904, and the Transferor hereby further certifies that it has not
         engaged in any general solicitation within the meaning of Regulation D
         under the Securities Act and the Transfer complies with the transfer
         restrictions applicable to beneficial interests in a Restricted Global
         Note or Restricted Definitive Notes and the requirements of the
         exemption claimed, which certification is supported by a certificate
         executed by the Transferee in the form of Exhibit D to the Indenture.
         Upon consummation of the proposed transfer in accordance with the terms
         of the Indenture, the transferred beneficial interest or Definitive
         Note will be subject to the restrictions on transfer enumerated in the
         Private Placement Legend printed on the 144A Global Note and/or the
         Definitive Notes and in the Indenture and the Securities Act.

         4.   |_|  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.


         (a)  |_|  CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer
is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.


                                      B-2

<PAGE>   95

         (b)  |_|  CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

         (c)  |_|  CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                      ------------------------------------------
                                                [Insert Name of Transferor]

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

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




                                      B-3
<PAGE>   96



                       ANNEX A TO CERTIFICATE OF TRANSFER

         1.   The Transferor owns and proposes to transfer the following:

                                        [CHECK ONE OF (a) OR (b)]

                   (a) |_|  a beneficial interest in the 144A Global Note
                            (CUSIP 109043AD1).

                   (b) |_|  a Restricted Definitive Note.

         2.   After the Transfer the Transferee will hold:

                                             [CHECK ONE]

                   (a) |_|  a beneficial interest in the:

                       (i)  |_| 144A Global Note (CUSIP 109043AD1), or

                       (ii) |_| Unrestricted Global Note (CUSIP 109043AD1); or

                   (b) |_|  a Restricted Definitive Note; or

                   (c) |_|  an Unrestricted Definitive Note,

                   in accordance with the terms of the Indenture.



                                      B-4

<PAGE>   97




                                                                       EXHIBIT C


                         FORM OF CERTIFICATE OF EXCHANGE

Briggs & Stratton Corporation
12301 West Wirth Street
Wauwatosa, Wisconsin 53222
Attention:  Corporate Secretary

Bank One, N.A.
1 Bank One Plaza, Suite IL1-0814
Chicago, IL 60670-0814
Attention:  Global Corporate Trust Services Division

         Re: 5.00% Convertible Senior Notes due May 15, 2006

                                (CUSIP 109043AD1)

         Reference is hereby made to the Indenture, dated as of May 14, 2001
(the "Indenture"), by and among Briggs & Stratton Corporation, as issuer (the
"Company"), the Guarantors listed on Schedule I thereto and Bank One, N.A., as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

         1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE

         (a) |_| CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

         (b) |_| CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


                                      C-1

<PAGE>   98

         (c) |_| CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (d) |_| CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner' as Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

         (a) |_| CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner' as beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

         (b) |_| CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the 144A
Global Note, with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Definitive Notes and pursuant
to and in accordance with the Securities Act, and in compliance with any
applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.



                                      C-2

<PAGE>   99




         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.



                                       -----------------------------------------
                                                [Insert Name of Transferor]
                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:
         Dated:
               -----------------------


                                      C-3

<PAGE>   100




                                                                       EXHIBIT D


                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Briggs & Stratton Corporation
12301 West Wirth Street
Wauwatosa, Wisconsin 53222
Attention: Corporate Secretary

Bank One, N.A.
1 Bank One Plaza, Suite IL1-0814
Chicago, IL 60670-0814
Attention:  Global Corporate Trust Services Division

         Re: 5.00% Convertible Senior Notes due May 15, 2006

         Reference is hereby made to the Indenture, dated as of May 14, 2001
(the "Indenture"), by and among Briggs & Stratton Corporation, as Issuer (the
"Company"), the Guarantors listed on Schedule I thereto and Bank One, N.A., as
Trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount of:

         (a) |_|   a beneficial interest in a Global Note, or

         (b) |_|   a Definitive Note,

         we confirm that:

         1.   We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

         2.   We understand that the offer and sale of the Notes and any Common
Stock issuable upon conversion of the Notes have not been registered under the
Securities Act, and that the Notes and any interest therein and any Common Stock
issuable upon conversion of the Notes may not be offered or sold except as
permitted in the following sentence. We agree, on our own behalf and on behalf
of any accounts for which we are acting as hereinafter stated, that if we should
sell the Notes or any interest therein and any Common Stock issuable upon
conversion of the Notes, we will do so only (A) to the Company or any Subsidiary
thereof, (B) to a person who we reasonably believe is a "qualified institutional
buyer" within the meaning of Rule 144A under the Securities Act purchasing for
its own account or for the account of a "qualified institutional buyer" in a
transaction meeting the requirements of Rule 144A, (C) in an "offshore
transaction" (as such term is defined in Rule 902 of Regulation S under the
Securities Act) complying with Rule 903 or Rule 904 of Regulation S under the
Securities Act, (C) pursuant to an exemption from registration under the
Securities Act provided by Rule 144 thereunder, (E) pursuant to an effective
registration statement under the Securities Act, or (F) to an institutional
"accredited investor" (as defined below) in a transaction exempt from the
registration requirements of the Securities Act, in each case, in accordance
with all applicable securities laws of the states of the United States, and we
further agree to provide to any person purchasing the Definitive Note or
beneficial interest



                                      D-1

<PAGE>   101

in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (F) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

         3.   We understand that, on any proposed resale of the Notes or
beneficial interest therein or of any Common Stock issuable upon conversion of
the Notes, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us or any Common
Stock issuable upon conversion of such Notes will bear a legend to the foregoing
effect.

         4.   We are an institutional "accredited investor" (as defined in Rule
501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

         5.   We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                       -----------------------------------------
                                         [Insert Name of Accredited Investor]

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



                                      D-2

<PAGE>   102


                                                                       EXHIBIT E


                         [FORM OF NOTATION OF GUARANTEE]

         For value received, each Guarantor (which term includes any successor
Person required under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of May 14, 2001 (the "Indenture") by and
among Briggs & Stratton Corporation (the "Company"), the Guarantors listed on
Schedule I thereto and Bank One, N.A., as Trustee (the "Trustee"), (a) the due
and punctual payment of the principal of, premium and Liquidated Damages, if
any, and interest on the Notes (as defined in the Indenture), whether at
maturity, by acceleration, redemption, repurchase or otherwise, the due and
punctual payment of interest on overdue principal and premium, and, to the
extent permitted by law, interest and Liquidated Damages, if any, 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 the Indenture and (b) in case
of any extension of time of payment or renewal of any Notes 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, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the
Indenture are expressly set forth in Article 10 of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Subsidiary
Guarantee. Each Holder of a Note, by accepting the same, agrees to and shall be
bound by such provisions.

                                                 [NAME OF GUARANTOR(S)]

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



                                      E-1

<PAGE>   103




                                                                       EXHIBIT F


                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Briggs & Stratton Corporation (or its permitted successor), a
Wisconsin corporation (the "Company"), the Company, the other Guarantors (as
defined in the Indenture referred to herein) and Bank One, N.A., as Trustee
under the indenture referred to below (the "Trustee").

                               W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of May 14, 2001, providing for
the issuance of an aggregate principal amount of up to $140,000,000 of 5.00%
Convertible Senior Notes due May 15, 2006 (the "Notes");

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders as follows:

         1.   CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

         2.   AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees
as follows:

              (a)  Along with all Guarantors named in the Indenture, to jointly
         and severally Guarantee to each Holder of a Note authenticated and
         delivered by the Trustee and to the Trustee and its successors and
         assigns, irrespective of the validity and enforceability of the
         Indenture, the Notes or the obligations of the Company hereunder or
         thereunder, that:

                   (i)  the principal of, premium and Liquidated Damages, if
              any, and interest on the Notes will be promptly paid in full when
              due, whether at maturity, by acceleration, redemption, repurchase
              or otherwise, and interest on the overdue principal of, interest
              and Liquidated Damages on the Notes, if any, if lawful, and all
              other Obligations of the Company to the Holders or the Trustee
              hereunder or thereunder will be promptly paid in full or
              performed, all in accordance with the terms hereof and thereof;
              and

                   (ii) in case of any extension of time of payment or renewal
              of any Notes 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, whether at stated maturity,
              by acceleration or otherwise, subject to the limitations set forth
              in the Indenture. Failing payment when due of any amount so
              guaranteed or any performance so


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<PAGE>   104

              guaranteed for whatever reason, the Guarantors shall be jointly
              and severally obligated to pay the same immediately.

              (b)  The Obligations hereunder shall be unconditional,
         irrespective of the validity, regularity or enforceability of the Notes
         or the Indenture, the absence of any action to enforce the same, any
         waiver or consent by any Holder with respect to any provisions hereof
         or thereof, the recovery of any judgment against the Company, any
         action to enforce the same or any other circumstance which might
         otherwise constitute a legal or equitable discharge or defense of a
         Guarantor.

              (c)  The following is hereby waived: diligence, presentment,
         demand of payment, filing of claims with a court in the event of
         insolvency or bankruptcy of the Company, any right to require a
         proceeding first against the Company, protest, notice and all demands
         whatsoever.

              (d)  This Subsidiary Guarantee shall not be discharged except by
         complete performance of the obligations contained in the Notes and the
         Indenture, and the Guaranteeing Subsidiary accepts all Obligations of a
         Guarantor under the Indenture.

              (e)  If any Holder or the Trustee is required by any court or
         otherwise to return to the Company, the Guarantors, or any Custodian
         acting in relation to either the Company or the Guarantors, any amount
         paid by either to the Trustee or such Holder, this Subsidiary
         Guarantee, to the extent theretofore discharged, shall be reinstated in
         full force and effect.

              (f)  The Guaranteeing Subsidiary shall not be entitled to any
         right of subrogation in relation to the Holders in respect of any
         Obligations guaranteed hereby until payment in full of all Obligations
         guaranteed hereby.

              (g)  As between the Guarantors, on the one hand, and the Holders
         and the Trustee, on the other hand, (i) the maturity of the Obligations
         guaranteed hereby may be accelerated as provided in Article 6 of the
         Indenture for the purposes of this Subsidiary Guarantee,
         notwithstanding any stay, injunction or other prohibition preventing
         such acceleration in respect of the Obligations guaranteed hereby, and
         (ii) in the event of any declaration of acceleration of such
         Obligations as provided in Article 6 of the Indenture, such Obligations
         (whether or not due and payable) shall forthwith become due and payable
         by the Guarantors for the purpose of this Subsidiary Guarantee (subject
         to any subsequent rescission or cancellation of any acceleration in
         accordance with Section 6.02 of the Indenture).

              (h)  The Guarantors shall have the right to seek contribution from
         any non-paying Guarantor so long as the exercise of such right does not
         impair the rights of the Holders under the Subsidiary Guarantee.

              (i)  Pursuant to Section 10.02 of the Indenture, after giving
         effect to any maximum amount and any other contingent and fixed
         liabilities that are relevant under any applicable Bankruptcy Law or
         fraudulent conveyance laws, and after giving effect to any collections
         from, rights to receive contribution from or payments made by or on
         behalf of any other Guarantor in respect of the Obligations of such
         other Guarantor under Article 10 of the Indenture, this new Subsidiary
         Guarantee shall be limited to the maximum amount permissible such that
         the Obligations of such Guarantor under this Subsidiary Guarantee will
         not constitute a fraudulent transfer or conveyance.



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<PAGE>   105

         3.   EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that
its Subsidiary Guarantee shall remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of such Subsidiary Guarantee.

         4.   GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

              (a)  Except as otherwise provided in Section 5 below, the
         Guaranteeing Subsidiary may not (i) consolidate with or merge with or
         into (whether or not such Guarantor is the surviving Person) another
         Person or (ii) sell, assign, transfer, lease, convey or otherwise
         dispose of all or substantially all of its assets in one or more
         related transactions to another Person unless:

                   (i)  subject to Section 5 below, the Person formed by or
              surviving any such consolidation or merger (if other than a
              Guarantor or the Company) or the Person acquiring the assets in
              any such sale, assignment, transfer, lease, conveyance or other
              disposition unconditionally assumes all the Obligations of such
              Guarantor under the Notes, the Indenture, the Subsidiary Guarantee
              and the Registration Rights Agreement, pursuant to a supplemental
              indenture in form and substance reasonably satisfactory to the
              Trustee, on the terms set forth herein or therein; and

                   (ii) immediately after giving effect to such transaction, no
              Default or Event of Default exists.

              (b)  In case of any such consolidation, merger, sale, assignment,
         transfer, lease or conveyance and upon the assumption by the successor
         Person, by supplemental indenture, executed and delivered to the
         Trustee and satisfactory in form to the Trustee, of the Subsidiary
         Guarantee endorsed upon the Notes and the due and punctual performance
         of all of the covenants and conditions of the Indenture to be performed
         by the Guarantor, such successor Person shall succeed to and be
         substituted for the Guarantor with the same effect as if it had been
         named herein as a Guarantor. Such successor Person thereupon may cause
         to be signed any or all of the Subsidiary Guarantees to be endorsed
         upon all of the Notes issuable under the Indenture which theretofore
         shall not have been signed by the Company and delivered to the Trustee.
         All the Subsidiary Guarantees so issued shall in all respects have the
         same legal rank and benefit under the Indenture as the Subsidiary
         Guarantees theretofore and thereafter issued in accordance with the
         terms of the Indenture as though all of such Subsidiary Guarantees had
         been issued at the date of the execution hereof.

              (c)  Except as set forth in Article 5 of the Indenture, and
         notwithstanding clauses (a) and (b) above, nothing contained in the
         Indenture or in any of the Notes shall prevent any consolidation or
         merger of a Guarantor with or into the Company or another Guarantor, or
         shall prevent any sale, assignment, transfer, lease or conveyance of
         all or substantially all of the assets of a Guarantor to the Company or
         another Guarantor.

         5.   RELEASES.

              (a)  In the event of (i) a sale or other disposition of all or
         substantially all of the assets of any Guarantor, by way of merger,
         consolidation or otherwise, or (ii) a sale or other disposition of all
         the Capital Stock of any Guarantor, in each case to a Person that is
         not (either before or after giving effect to such transaction) a
         Significant Domestic Subsidiary of the Company, then such Guarantor (in
         the case of clause (ii)) or the Person acquiring the assets (in the
         case of clause (i)) will be released and relieved of any Obligations
         under its Subsidiary Guarantee. Upon delivery by the Company to the
         Trustee of an Officer's Certificate and an Opinion of Counsel to


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<PAGE>   106

         the effect that such sale or other disposition was made in accordance
         with the provisions of the Indenture, the Trustee shall execute any
         documents reasonably required in order to evidence the release of any
         Guarantor from its Obligations under its Subsidiary Guarantee.

              (b)  Any Guarantor not released from its obligations under its
         Subsidiary Guarantee shall remain liable for the full amount of
         principal of, premium and Liquidated Damages, if any, and interest on
         the Notes and for the other obligations of any Guarantor under the
         Indenture as provided in Article 10 of the Indenture.

         6.   NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, shareholder or other agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any Obligations of the Company
or any Guarantor under the Notes, any Subsidiary Guarantees, the Indenture or
this Supplemental Indenture or for any claim based on, in respect of, or by
reason of, such Obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.

         7.   NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         8.   COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         9.   EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.

         10.  THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.



                                      F-4

<PAGE>   107



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

         Dated: _______________, ____

                                       [GUARANTEEING SUBSIDIARY]

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

                                       BRIGGS & STRATTON CORPORATION

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

                                       [EXISTING GUARANTORS]

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

                                       BANK ONE, N.A.,
                                         as Trustee

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



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<PAGE>   108


                                                                       EXHIBIT G

         In connection with the certification contemplated by Section 12.02 of
the Indenture relating to compliance with certain restrictions relating to
transfers of Restricted Notes, such certification shall be provided
substantially in the form of the following certificate, with only such changes
thereto as shall be approved by the Company and the Trustee:



                              SURRENDER CERTIFICATE

                          BRIGGS & STRATTON CORPORATION

                 5.00% Convertible Senior Notes due May 15, 2006

         This is to certify that as of the date hereof with respect to $________
principal amount of the above-captioned securities surrendered on the date
hereof (the "Surrendered Securities") for conversion where the shares of Common
Stock issuable upon such conversion are to be registered in a name other than
that of the undersigned Holder (each such transaction being a "transfer"), the
undersigned Holder (as defined in the Indenture) certifies that the transfer of
Surrendered Securities associated with such transfer complies with the
restrictive legend set forth on the face of the Surrendered Securities for the
reason checked below:



_____           The transfer of Surrendered Securities complies with Rule 144
                under the United States Securities Act of 1933, as amended (the
                "Securities Act");

_____           The transfer of Surrendered Securities complies with Rule 144A
                under the Securities Act;

_____           The transfer of Surrendered Securities complies with Rule 903 or
                Rule 904 of Regulation S under the Securities Act; or

_____           The transfer of Surrendered Securities has been made to an
                institution that is an institutional "accredited investor"
                within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
                Securities Act in a transaction exempt from the registration
                requirements of the Securities Act.


Dated: _________________________________         [NAME OF HOLDER]
      (To be dated the date of surrender)


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


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<PAGE>   109

                                   SCHEDULE I

                             SCHEDULE OF GUARANTORS

         The following schedule lists each Guarantor under the Indenture as of
the original issue date:



                                      NONE


                                      S-1