<PAGE>   1
                                                                     EXHIBIT 4.1
<PAGE>   2
                                                                  EXECUTION COPY




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                                AGCO CORPORATION,
                                                 as Issuer,

                          THE GUARANTORS NAMED HEREIN,


                                       and


                                 SUNTRUST BANK,
                                                as Trustee


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

                                    Indenture

                           Dated as of April 17, 2001


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


                          9 1/2% Senior Notes due 2008





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<PAGE>   3


                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
         TIA Sections                                                           Indenture Sections
         ------------                                                           ------------------
         <S>                                                                    <C>
         ss. 310(a)(1).................................................               7.10
                (a)(2).................................................               7.10
                (a)(3).................................................               N.A.
                (a)(4).................................................               N.A.
                (a)(5).................................................               7.10
                (b)....................................................               7.08; 7.10
                (c)....................................................               N.A.
         ss. 311(a)....................................................               7.13
                (b)....................................................               7.13
                (c)....................................................               N.A.
         ss. 312(a)....................................................               2.15
                (b)....................................................               11.14
                (c)....................................................               11.14
         ss. 313(a)....................................................               7.06
                (b)(1).................................................               7.06
                (b)(2).................................................               7.06; 7.07
                (c)....................................................               7.05; 7.06; 11.02
                (d)....................................................               7.06
         ss. 314(a)....................................................               4.18; 4.19; 11.02
                (b)....................................................               N.A.
                (c)(1).................................................               11.03
                (c)(2).................................................               11.03
                (c)(3).................................................               N.A.
                (d)....................................................               N.A.
                (e)....................................................               11.04
                (f)....................................................               N.A.
         ss. 315(a)....................................................               7.01; 7.02
                (b)....................................................               7.05; 11.02
                (c)....................................................               7.01
                (d)....................................................               7.02
                (e)....................................................               6.11
         ss. 316(last sentence)........................................               N.A.
                (a)(1)(A)..............................................               6.05
                (a)(1)(B)..............................................               6.04
                (a)(2).................................................               N.A.
                (b)....................................................               6.07
                (c)....................................................               N.A.
         ss. 317(a)(1).................................................               6.08
                (a)(2).................................................               6.09
                (b)....................................................               2.05
         ss. 318(a)....................................................               11.01
                (b)....................................................               N.A.
                (c)....................................................               11.01
         N.A. means not applicable.

         Note:    The Cross-Reference Table shall not for any purpose be deemed
                  to be a part of the Indenture.
</TABLE>



<PAGE>   4


         INDENTURE, dated as of April 17, 2001, between AGCO CORPORATION, a
Delaware corporation (the "Company"), each of the Guarantors named herein, as
guarantors, and SUNTRUST BANK, a Georgia banking corporation, as Trustee (the
"Trustee").


                                    RECITALS


         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of up to $250,000,000 aggregate principal
amount of the Company's 9 1/2% Senior Notes due 2008 (the "Notes") issuable as
provided in this Indenture. All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done, and the
Company has done all things necessary to make the Notes, when executed by the
Company and authenticated and delivered by the Trustee hereunder and duly issued
by the Company, the valid obligations of the Company as hereinafter provided.

         This Indenture is subject to, and shall be governed by, the provisions
of the Trust Indenture Act of 1939, as amended ("TIA") that are required to be a
part of and to govern indentures qualified under the TIA.

                      AND THIS INDENTURE FURTHER WITNESSETH

         For and in consideration of the premises and the purchase of the Notes
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders, the Company, the Guarantors and the
Trustee, as follows.


                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.01.     Definitions.

         "Acquired Indebtedness" means Indebtedness of a Person existing at the
time such Person becomes a Restricted Subsidiary or assumed in connection with
an Asset Acquisition by a Restricted Subsidiary and not Incurred in connection
with, or in anticipation of, such Person becoming a Restricted Subsidiary or
such Asset Acquisition; provided that Indebtedness of such Person which is
redeemed, defeased, retired or otherwise repaid at the time of or immediately
upon consummation of the transactions by which such Person becomes a Restricted
Subsidiary or such Asset Acquisition shall not be Acquired Indebtedness.

         "Additional Interest" means the interest on the Notes (in addition to
that set forth herein) that the Company may be required to pay pursuant to the
terms of the Registration Rights Agreement and as such term is defined in the
Registration Rights Agreement.


<PAGE>   5

         "Adjusted Consolidated Net Income" means, for any period, the aggregate
net income (or loss) of the Company and its Restricted Subsidiaries for such
period determined in conformity with GAAP; provided that the following items
shall be excluded in computing Adjusted Consolidated Net Income (without
duplication): (i) the net income of any Person (other than net income
attributable to a Restricted Subsidiary) in which any Person (other than the
Company or any of its Restricted Subsidiaries) has a joint interest and the net
income of any Unrestricted Subsidiary, except to the extent of the amount of
dividends or other distributions actually paid to the Company or any of its
Restricted Subsidiaries by such other Person or such Unrestricted Subsidiary
during such period; (ii) solely for the purposes of calculating the amount of
Restricted Payments that may be made pursuant to clause (C) of paragraph (a) of
Section 4.04 (and in such case, except to the extent includable pursuant to
clause (i) above), the net income (or loss) of any Person accrued prior to the
date it becomes a Restricted Subsidiary or is merged into or consolidated with
the Company or any of its Restricted Subsidiaries or all or substantially all of
the property and assets of such Person are acquired by the Company or any of its
Restricted Subsidiaries; (iii) the net income of any Restricted Subsidiary to
the extent that the declaration or payment of dividends or similar distributions
by such Restricted Subsidiary of such net income is not at the time permitted by
the operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
such Restricted Subsidiary; (iv) any gains or losses (on an after-tax basis)
attributable to Asset Sales; (v) except for purposes of calculating the amount
of Restricted Payments that may be made pursuant to clause (C) of paragraph (a)
of Section 4.04, any amount paid or accrued as dividends on Preferred Stock of
the Company or any Restricted Subsidiary owned by Persons other than the Company
and any of its Restricted Subsidiaries; and (vi) all extraordinary gains and
extraordinary losses.

         "Adjusted Consolidated Net Tangible Assets" means the total amount of
assets of the Company and its Restricted Subsidiaries (less applicable
depreciation, amortization and other valuation reserves), except to the extent
resulting from write-ups of capital assets (excluding write-ups in connection
with accounting for acquisitions in conformity with GAAP), after deducting
therefrom (i) all current liabilities of the Company and its Restricted
Subsidiaries (excluding intercompany items) and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, all as set forth on the most recent quarterly or annual
consolidated balance sheet of the Company and its Restricted Subsidiaries,
prepared in conformity with GAAP and filed pursuant to Section 4.19.

         "Affiliate" means, as applied to any Person, any other Person directly
or indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

         "Agent Members" has the meaning provided in Section 2.07(a).


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<PAGE>   6

         "Asset Acquisition" means (i) an investment by the Company or any of
its Restricted Subsidiaries in any other Person pursuant to which such Person
shall become a Restricted Subsidiary or shall be merged into or consolidated
with the Company or any of its Restricted Subsidiaries; provided that such
Person's primary business is related, ancillary or complementary to the
businesses of the Company and its Restricted Subsidiaries on the date of such
investment or (ii) an acquisition by the Company or any of its Restricted
Subsidiaries of the property and assets of any Person other than the Company or
any of its Restricted Subsidiaries that constitute substantially all of a
division or line of business of such Person; provided that the property and
assets acquired are related, ancillary or complementary to the businesses of the
Company and its Restricted Subsidiaries on the date of such acquisition.

         "Asset Disposition" means the sale or other disposition by the Company
or any of its Restricted Subsidiaries (other than to the Company or another
Restricted Subsidiary) of (i) all or substantially all of the Capital Stock of
any Restricted Subsidiary of the Company or (ii) all or substantially all of the
assets that constitute a division or line of business of the Company or any of
its Restricted Subsidiaries.

         "Asset Sale" means any sale, transfer or other disposition (including
by way of merger, consolidation or Sale/Leaseback Transaction) in one
transaction or a series of related transactions by the Company or any of its
Restricted Subsidiaries to any Person other than the Company or any of its
Restricted Subsidiaries of (i) all or any of the Capital Stock of any Restricted
Subsidiary, (ii) all or substantially all of the property and assets of an
operating unit or business of the Company or any of its Restricted Subsidiaries
or (iii) any other property and assets of the Company or any of its Restricted
Subsidiaries (other than the Capital Stock or assets of an Unrestricted
Subsidiary) outside the ordinary course of business of the Company or such
Restricted Subsidiary and, in each case, that is not governed by Article V;
provided that "Asset Sale" shall not include (A) sales or other dispositions of
inventory, receivables and other current assets, (B) sales or other dispositions
of assets for consideration at least equal to the fair market value of the
assets sold or disposed of, provided that the consideration received would
satisfy clause (b)(i)(B) of Section 4.10, (C) a Permitted Investment or a
Restricted Payment that is permitted by Section 4.04, (D) a single transaction
or a series of related transactions described in clauses (i), (ii) or (iii)
above (a) that have a fair market value of less than $5.0 million or (b) for net
proceeds of less than $5.0 million, or (E) sales in connection with a Tax
Abatement Transaction permitted by this Indenture.

         "Attributable Debt," in respect of a Sale/Leaseback Transaction means,
as at the time of determination, the present value (discounted at the interest
rate borne by the Notes, compounded annually) of the total obligations of the
lessee for rental payments during the remaining term of the lease included in
such Sale/Leaseback Transaction (including any period for which such lease has
been extended).

         "Average Life" means, at any date of determination with respect to any
debt security, the quotient obtained by dividing (i) the sum of the products of
(a) the number of years from such date of determination to the dates of each
successive scheduled principal payment of such debt


                                      -3-
<PAGE>   7

security and (b) the amount of such principal payment by (ii) the sum of all
such principal payments.

         "Bank Credit Agreement" means the Credit Agreement, dated on or about
the Closing Date, among the Company and certain Subsidiaries named therein, the
lenders named therein, and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
"Rabobank Nederland," New York Branch, as Administrative Agent, together with
all other agreements, instruments and documents (including, without limitation,
guaranty agreements and security agreements) executed or delivered pursuant
thereto or in connection therewith, in each case as such agreements, instruments
or documents may be amended, restated, refinanced, supplemented, extended,
renewed, replaced, expanded or otherwise modified from time to time; provided
that, with respect to any agreement providing for the refinancing of all
Indebtedness under the Bank Credit Agreement, such agreement shall be the Bank
Credit Agreement under this Indenture only if a notice to that effect is
delivered by the Company to the Trustee; and there shall be at any time only one
instrument that is (together with the aforementioned related agreements,
instruments and documents ) the Bank Credit Agreement under this Indenture.

         "Board of Directors" means the Board of Directors of the Company or any
committee of such Board of Directors duly authorized to act under this
Indenture.

         "Board Resolution" means a copy of a resolution, certified by the
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 except a Saturday, Sunday or other day on
which commercial banks in the City of New York, or in the city in which the
Corporate Trust Office of the Trustee is located, are authorized by law to
close.

         "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) in equity of such Person, whether now outstanding or
issued after the Closing Date, including, without limitation, all Common Stock
and Preferred Stock.

         "Capitalized Lease" means, as applied to any Person, any lease of any
property (whether real, personal or mixed) of which the discounted present value
of the rental obligations of such Person as lessee, in conformity with GAAP, is
required to be capitalized on the balance sheet of such Person.

         "Capitalized Lease Obligations" means the discounted present value of
the rental obligations under any Capitalized Lease.

         "Change of Control" means such time as (i) a "person" or "group"
(within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) becomes
the ultimate "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act) of Voting Stock representing more than 35% of the total voting power of the
total Voting Stock of the Company on a fully diluted basis; or (ii)


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<PAGE>   8

individuals who on the Closing Date constitute the Board of Directors (together
with any new directors whose election by the Board of Directors or whose
nomination for election by the Company's stockholders was approved by a vote of
at least a majority of the members of the Board of Directors then in office who
either were members of the Board of Directors on the Closing Date or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the members of the Board of Directors then in
office.

         "Closing Date" means the date on which the Notes are originally issued
under this Indenture.

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

         "Common Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's common stock, whether now outstanding or
issued after the date of this Indenture, including, without limitation, all
series and classes of such common stock.

         "Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces it pursuant to Article V of this Indenture
and thereafter means the successor.

         "Company Order" means a written request or order signed in the name of
the Company (i) by its Chairman, a Vice Chairman, its President or a Vice
President and (ii) by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary and delivered to the Trustee; provided, however, that such
written request or order may be signed by any two of the officers or directors
listed in clause (i) above in lieu of being signed by one of such officers or
directors listed in such clause (i) and one of the officers listed in clause
(ii) above.

         "Consolidated Cash Flow" means, for any period, the sum of the amounts
for such period of (i) Adjusted Consolidated Net Income, (ii) Consolidated
Interest Expense, to the extent such amount was deducted in calculating Adjusted
Consolidated Net Income, (iii) income taxes, to the extent such amount was
deducted in calculating Adjusted Consolidated Net Income (other than income
taxes (either positive or negative) attributable to extraordinary and
non-recurring gains or losses or sales of assets), (iv) depreciation expense, to
the extent such amount was deducted in calculating Adjusted Consolidated Net
Income, (v) amortization expense, to the extent such amount was deducted in
calculating Adjusted Consolidated Net Income, and (vi) all other non-cash items
reducing Adjusted Consolidated Net Income (other than items that will require
cash payments and for which an accrual or reserve is, or is required by GAAP to
be, made), less all non-cash items increasing Adjusted Consolidated Net Income,
all as determined on a consolidated basis for the Company and its Restricted
Subsidiaries in conformity with GAAP; provided that, if any Restricted
Subsidiary is not a Wholly Owned Restricted Subsidiary, Consolidated Cash Flow
shall be reduced (to the extent not otherwise reduced in accordance with GAAP)
by an amount equal to (A) the amount of the Adjusted Consolidated Net Income


                                      -5-
<PAGE>   9

attributable to such Restricted Subsidiary multiplied by (B) the quotient of (1)
the number of shares of outstanding Common Stock of such Restricted Subsidiary
not owned on the last day of such period by the Company or any of its Restricted
Subsidiaries divided by (2) the total number of shares of outstanding Common
Stock of such Restricted Subsidiary on the last day of such period.

         "Consolidated Interest Expense" means, for any period, the aggregate
amount of interest in respect of Indebtedness (including amortization of
original issue discount on any Indebtedness and the interest portion of any
deferred payment obligation, calculated in accordance with the effective
interest method of accounting; all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance
financing; the net costs associated with Interest Rate Agreements; and
Indebtedness that is Guaranteed or secured by the Company or any of its
Restricted Subsidiaries) and all but the principal component of rentals in
respect of Capitalized Lease Obligations paid, accrued or scheduled to be paid
or to be accrued by the Company and its Restricted Subsidiaries during such
period; excluding, however, (i) any amount of such interest of any Restricted
Subsidiary if the net income of such Restricted Subsidiary is excluded in the
calculation of Adjusted Consolidated Net Income pursuant to clause (iii) of the
definition thereof (but only in the same proportion as the net income of such
Restricted Subsidiary is excluded from the calculation of Adjusted Consolidated
Net Income pursuant to clause (iii) of the definition thereof) and (ii) any
premiums, fees and expenses (and any amortization thereof) payable in connection
with the offering of the Notes, all as determined on a consolidated basis
(without taking into account Unrestricted Subsidiaries) in conformity with GAAP.

         "Consolidated Net Worth" means, at any date of determination,
stockholders' equity as set forth on the most recently available quarterly or
annual consolidated balance sheet of the Company and its Restricted Subsidiaries
(which shall be as of a date not more than 90 days prior to the date of such
computation, and which shall not take into account Unrestricted Subsidiaries),
less any amounts attributable to Redeemable Stock or any equity security
convertible into or exchangeable for Indebtedness, the cost of treasury stock
and the principal amount of any promissory notes receivable from the sale of the
Capital Stock of the Company or any of its Restricted Subsidiaries, each item to
be determined in conformity with GAAP (excluding the effects of foreign currency
exchange adjustments under Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 52).

         "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date of this Indenture,
located at 25 Park Place, 24th Floor, Atlanta, Georgia 30303, Attention:
Corporate Trust Department.

         "Currency Agreement" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect the
Company or any of its Restricted Subsidiaries against fluctuations in currency
values to or under which the Company or any of its Restricted Subsidiaries is a
party or a beneficiary on the date of this Indenture or becomes a party or a
beneficiary thereafter.


                                      -6-
<PAGE>   10

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

         "Depositary" shall mean The Depository Trust Company, its nominees, and
their respective successors.

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

         "Excess Proceeds" has the meaning provided in Section 4.10.

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

         "Exchange Notes" means any securities of the Company containing terms
identical to the Notes (except that such Exchange Notes (i) shall be registered
under the Securities Act and (ii) shall have an interest rate equal to 9 1/2%
per annum, without provision for adjustment as provided in the fourth paragraph
of Section 1 of the Notes) that are issued and exchanged for the Notes pursuant
to the Registration Rights Agreement and this Indenture.

         "fair market value" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined in good faith by the Board of Directors, whose determination shall
be conclusive if evidenced by a Board Resolution.

         "Foreign Subsidiary" means any Restricted Subsidiary not created or
organized in the United States, any state thereof or the District of Columbia
that conducts substantially all of its operations outside of the United States.

         "Funding Guarantor" has the meaning provided in Section 10.6.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Closing Date, including, without
limitation, those 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 approved by a significant segment
of the accounting profession. All ratios and computations contained or referred
to in this Indenture shall be computed in conformity with GAAP applied on a
consistent basis, except that calculations made for purposes of determining
compliance with the terms of the covenants and with other provisions of this
Indenture shall be made without giving effect to (i) the amortization of any
expenses incurred in connection with the offering of the Notes and (ii) except
as otherwise provided, the amortization of any amounts required or permitted by
Accounting Principles Board Opinion Nos. 16 and 17.

         "Global Notes" has the meaning provided in Section 2.01.


                                      -7-
<PAGE>   11

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

         "Guaranteed Indebtedness" has the meaning provided in Section 4.07.

         "Guarantors" means (i) each of the Restricted Subsidiaries of the
Company (other than Foreign Subsidiaries, Massey Ferguson Corp. and AGCO Funding
Corporation) as of the Closing Date, and (ii) any other Subsidiary that executes
a Subsidiary Guarantee in accordance with the provisions of this Indenture; and
their respective successors and assigns.

         "Holder" or "Securityholder" means the registered holder of any Note.

         "Incur" means, with respect to any Indebtedness, to incur, create,
issue, assume, Guarantee or otherwise become liable for or with respect to, or
become responsible for, the payment of, contingently or otherwise, such
Indebtedness, including an "Incurrence" of Indebtedness by reason of a Person
becoming a Restricted Subsidiary of the Company; provided that neither the
accrual of interest nor the accretion of original issue discount shall be
considered an Incurrence of Indebtedness.

         "Indebtedness" means, with respect to any Person at any date of
determination (without duplication), (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments (other than any non-negotiable
notes issued to insurance carriers in lieu of maintenance of policy reserves in
connection with workers' compensation and liability insurance programs), (iii)
all obligations of such Person in respect of letters of credit or other similar
instruments (including reimbursement obligations with respect thereto, but
excluding obligations with respect to letters of credit (including trade letters
of credit) securing obligations (other than obligations described in clauses (i)
or (ii) above or clauses (v), (vi) or (vii) below) entered into in the ordinary
course of business of such Person to the extent such letters of credit are not
drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later
than the third Business Day following receipt by such Person of a demand for
reimbursement), (iv) all obligations of such Person to pay the deferred and
unpaid purchase price of property or services, which purchase price is due more
than six months after the date of placing such property in service or taking
delivery and title thereto or the completion of such services, except Trade
Payables, (v) all obligations of such Person as lessee under Capitalized Leases,
(vi) all Indebtedness of other Persons secured by a Lien on any asset of


                                      -8-
<PAGE>   12

such Person, whether or not such Indebtedness is assumed by such Person;
provided that the amount of such Indebtedness shall be the lesser of (A) the
fair market value of such asset at such date of determination and (B) the amount
of such Indebtedness, (vii) all Indebtedness of other Persons Guaranteed by such
Person to the extent such Indebtedness is Guaranteed by such Person and (viii)
to the extent not otherwise included in this definition, obligations under
Currency Agreements and Interest Rate Agreements. The amount of Indebtedness of
any Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above and, with respect to contingent
obligations, the maximum liability upon the occurrence of the contingency giving
rise to the obligation, provided that (A) the amount outstanding at any time of
any Indebtedness issued with original issue discount is the face amount of such
Indebtedness and (B) that Indebtedness shall not include (1) any liability for
federal, state, local or other taxes or (2) any obligations of such Person
pursuant to Receivables Programs to the extent such obligations are nonrecourse
to such Person and its Subsidiaries.

         "Indenture" means this Indenture as originally executed or as it may be
amended or supplemented from time to time by one or more indentures supplemental
to this Indenture entered into pursuant to the applicable provisions of this
Indenture.

         "Institutional Accredited Investor" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.

         "Interest Coverage Ratio" means, on any Transaction Date, the ratio of
(i) the aggregate amount of Consolidated Cash Flow for the then most recent four
fiscal quarters prior to such Transaction Date for which reports have been filed
with the Commission pursuant to Section 4.19 (the "Four Quarter Period") to (ii)
the aggregate Consolidated Interest Expense during such Four Quarter Period. In
making the foregoing calculation, (A) pro forma effect shall be given to any
Indebtedness Incurred or repaid during the period (the "Reference Period")
commencing on the first day of the Four Quarter Period and ending on the
Transaction Date (other than Indebtedness Incurred or repaid under a revolving
credit or similar arrangement to the extent of the commitment thereunder (or
under any predecessor revolving credit or similar arrangement) in effect on the
last day of such Four Quarter Period unless any portion of such Indebtedness is
projected, in the reasonable judgment of the senior management of the Company,
to remain outstanding for a period in excess of 12 months from the date of the
Incurrence thereof), in each case as if such Indebtedness had been Incurred or
repaid on the first day of such Reference Period; (B) Consolidated Interest
Expense attributable to interest on any Indebtedness (whether existing or being
Incurred) computed on a pro forma basis and bearing a floating interest rate
shall be computed as if the rate in effect on the Transaction Date (taking into
account any Interest Rate Agreement applicable to such Indebtedness if such
Interest Rate Agreement has a remaining term in excess of 12 months or, if
shorter, at least equal to the remaining term of such Indebtedness) had been the
applicable rate for the entire period; (C) pro forma effect shall be given to
Asset Dispositions and Asset Acquisitions (including giving pro forma effect to
the application of proceeds of any Asset Disposition) that occur during such
Reference Period as if they had occurred and such proceeds had been applied on
the first day of such Reference Period; and (D) pro forma effect shall be given
to asset dispositions and asset acquisitions (including giving pro forma effect
to the application of proceeds of any asset disposition) that have been


                                      -9-
<PAGE>   13

made by any Person that has become a Restricted Subsidiary or has been merged
with or into the Company or any Restricted Subsidiary during such Reference
Period and that would have constituted Asset Dispositions or Asset Acquisitions
had such transactions occurred when such Person was a Restricted Subsidiary as
if such asset dispositions or asset acquisitions were Asset Dispositions or
Asset Acquisitions that occurred on the first day of such Reference Period;
provided that to the extent that clause (C) or (D) of this sentence requires
that pro forma effect be given to an Asset Acquisition or Asset Disposition,
such pro forma calculation shall be based upon the four full fiscal quarters
immediately preceding the Transaction Date of the Person, or division or line of
business of the Person, that is acquired or disposed of for which financial
information is available.

         "Interest Payment Date" means each semiannual interest payment date on
May 1 and November 1 of each year, commencing November 1, 2001.

         "Interest Rate Agreement" means any interest rate protection agreement,
interest rate future agreement, interest rate option agreement, interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedge agreement or other similar agreement or arrangement designed
to protect the Company or any of its Restricted Subsidiaries against
fluctuations in interest rates to or under which the Company or any of its
Restricted Subsidiaries is a party or a beneficiary on the date of this
Indenture or becomes a party or a beneficiary hereafter.

         "Investment" in any Person means any direct or indirect advance, loan
or other extension of credit (including, without limitation, by way of Guarantee
or similar arrangement; but excluding advances to customers in the ordinary
course of business that are, in conformity with GAAP, recorded as accounts
receivable on the balance sheet of the Company or its Restricted Subsidiaries)
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, bonds, notes,
debentures or other similar instruments issued by, such Person and shall include
(i) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and
(ii) the fair market value of the Capital Stock (or any other Investment), held
by the Company or any of its Restricted Subsidiaries, of (or in) any Person that
has ceased to be a Restricted Subsidiary, including, without limitation, by
reason of any transaction permitted by clause (iii) of Section 4.06; provided,
however, that appreciation in the value of an Investment previously permitted by
the terms of this Indenture shall not of itself constitute an Investment. For
purposes of the definition of "Unrestricted Subsidiary" set forth herein and
Section 4.04, (A) "Investment" shall include the fair market value of the assets
(net of liabilities (other than liabilities to the Company or any of its
Restricted Subsidiaries)) of any Restricted Subsidiary at the time that such
Restricted Subsidiary is designated an Unrestricted Subsidiary, (B) the fair
market value of the assets (net of liabilities (other than liabilities to the
Company or any of its Restricted Subsidiaries)) of any Unrestricted Subsidiary
at the time that such Unrestricted Subsidiary is designated a Restricted
Subsidiary shall be considered a reduction in outstanding Investments and (C)
any property transferred to or from an Unrestricted Subsidiary shall be valued
at its fair market value at the time of such transfer.


                                      -10-
<PAGE>   14

         "Lien" means any mortgage, pledge, security interest, encumbrance, lien
or charge of any kind (including, without limitation, any conditional sale or
other title retention agreement or lease in the nature thereof or any agreement
to give any security interest to the extent that the obligation to do so has
arisen).

         "Moody's" means Moody's Investors Service, Inc. and its successors.

         "Net Cash Proceeds" means, (i) with respect to any Asset Sale, the
proceeds of such Asset Sale in the form of cash or cash equivalents, including
payments in respect of deferred payment obligations (to the extent corresponding
to the principal, but not interest, component thereof) when received in the form
of cash or cash equivalents (except to the extent such obligations are financed
or sold with recourse to the Company or any Restricted Subsidiary) and proceeds
from the conversion of other property received when converted to cash or cash
equivalents, net of (A) brokerage commissions and other fees and expenses
(including fees and expenses of counsel and investment bankers) related to such
Asset Sale, (B) provisions for all taxes (whether or not such taxes will
actually be paid or are payable) as a result of such Asset Sale without regard
to the consolidated results of operations of the Company and its Restricted
Subsidiaries, taken as a whole, (C) payments made to repay Indebtedness or any
other obligation outstanding at the time of such Asset Sale that either (1) is
secured by a Lien on the property or assets sold or (2) is required to be paid
as a result of such sale and (D) appropriate amounts to be provided by the
Company or any Restricted Subsidiary as a reserve against any liabilities
associated with such Asset Sale, including, without limitation, pension and
other post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale, all as determined in conformity with GAAP and (ii) with respect
to any issuance or sale of Capital Stock, the proceeds of such issuance or sale
in the form of cash or cash equivalents, including payments in respect of
deferred payment obligations (to the extent corresponding to the principal, but
not interest, component thereof) when received in the form of cash or cash
equivalents (except to the extent such obligations are financed or sold with
recourse to the Company or any Restricted Subsidiary) and proceeds from the
conversion of other property received when converted to cash or cash
equivalents, net of attorney's fees, accountants' fees, underwriters' or
placement agents' fees, discounts or commissions and brokerage, consultant and
other fees incurred in connection with such issuance or sale and net of taxes
paid or payable as a result thereof.

         "Notes" means any of the securities, as defined in the first paragraph
of the recitals hereof, that are authenticated and delivered under this
Indenture. For all purposes of this Indenture, the term "Notes" shall include
any Exchange Notes to be issued and exchanged for any Notes pursuant to the
Registration Rights Agreement and this Indenture and, for purposes of this
Indenture, all Notes and Exchange Notes shall vote together as one series of
Notes under this Indenture.

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


                                      -11-
<PAGE>   15

         "Obligations" means any principal, interest, penalties, fees,
indemnification, reimbursements, damages and other liabilities payable under the
documentation governing any Indebtedness.

         "Offer to Purchase" means an offer to purchase Notes by the Company
from the Holders commenced by mailing a notice to the Trustee and each Holder
stating: (i) the covenant of this Indenture pursuant to which the offer is being
made and that all Notes validly tendered will be accepted for payment on a pro
rata basis; (ii) the purchase price and the date of purchase (which shall be a
Business Day no earlier than 30 days nor later than 60 days from the date such
notice is mailed) (the "Payment Date"); (iii) that any Note not tendered will
continue to accrue interest pursuant to its terms; (iv) that, unless the Company
defaults in the payment of the purchase price, any Note accepted for payment
pursuant to the Offer to Purchase shall cease to accrue interest on and after
the Payment Date; (v) that Holders electing to have a Note purchased pursuant to
the Offer to Purchase will be required to surrender the Note, together with the
form entitled "Option of the Holder to Elect Purchase" on the reverse side of
the Note completed, to the Paying Agent at the address specified in the notice
prior to the close of business on the Business Day immediately preceding the
Payment Date; (vi) that Holders will be entitled to withdraw their election if
the Paying Agent receives, not later than the close of business on the third
Business Day immediately preceding the Payment Date, a telegram, facsimile
transmission or letter setting forth the name of such Holder, the principal
amount of Notes delivered for purchase and a statement that such Holder is
withdrawing his election to have such Notes purchased; and (vii) that Holders
whose Notes are being purchased only in part will be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered; provided
that each Note purchased and each new Note issued shall be in a principal amount
of $1,000 or integral multiples thereof. On the Payment Date, the Company shall
(A) accept for payment on a pro rata basis Notes or portions thereof tendered
pursuant to an Offer to Purchase; (B) deposit with the Paying Agent money
sufficient to pay the purchase price of all Notes or portions thereof so
accepted; and (C) deliver, or cause to be delivered, to the Trustee all Notes or
portions thereof so accepted together with an Officers' Certificate specifying
the Notes or portions thereof accepted for payment by the Company. The Paying
Agent shall promptly mail to the Holders of Notes so accepted payment in an
amount equal to the purchase price, and the Trustee shall promptly authenticate
and mail to such Holders a new Note equal in principal amount to any unpurchased
portion of the Note surrendered; provided that each Note purchased and each new
Note issued shall be in a principal amount of $1,000 or integral multiples
thereof. The Company will publicly announce the results of an Offer to Purchase
as soon as practicable after the Payment Date. The Trustee shall act as the
Paying Agent for an Offer to Purchase. The Company will comply with Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable, in the event that the
Company is required to repurchase Notes pursuant to an Offer to Purchase.

         "Officer" means, with respect to the Company, (i) the Chairman of the
Board, the President, any Vice President, or the Chief Financial Officer, and
(ii) the Treasurer or any Assistant Treasurer, or the Secretary or any Assistant
Secretary.


                                      -12-
<PAGE>   16

         "Officers' Certificate" means a certificate signed by one Officer
listed in clause (i) of the definition thereof and one Officer listed in clause
(ii) of the definition thereof. Each Officers' Certificate (other than
certificates provided pursuant to TIA Section 314(a)(4)) shall include the
statements provided for in TIA Section 314(e).

         "Offshore Global Note" has the meaning provided in Section 2.01.

         "Offshore Physical Notes" has the meaning provided in Section 2.01.

         "Opinion of Counsel" means a written opinion signed by legal counsel
who may be an employee of or counsel to the Company. Each such Opinion of
Counsel shall include the statements provided for in TIA Section 314(e).

         "Paying Agent" has the meaning provided in Section 2.04, except that,
for the purposes of Article VIII, the Paying Agent shall not be the Company or a
Subsidiary of the Company or an Affiliate of any of them. The term "Paying
Agent" includes any additional Paying Agent.

         "Permitted Investment" means (i) subject to the limitations described
in Section 4.12, an Investment in the Company or a Restricted Subsidiary or a
Person which will, upon the making of such Investment, become a Restricted
Subsidiary or be merged or consolidated with or into or transfer or convey all
or substantially all its assets to, the Company or a Restricted Subsidiary;
provided that such person's primary business is related, ancillary or
complementary to the businesses of the Company and its Restricted Subsidiaries
on the date of such Investment; (ii) Temporary Cash Investments; (iii) payroll,
travel and similar advances to cover matters that are expected at the time of
such advances ultimately to be treated as expenses in accordance with GAAP; (iv)
loans or advances to employees made in the ordinary course of business in
accordance with past practice of the Company or its Restricted Subsidiaries and
that do not in the aggregate exceed $3 million at any time outstanding; (v)
stock, obligations or securities received in satisfaction of judgments; (vi) any
Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was acquired pursuant to and in compliance with Section 4.10;
and (vii) any Investment in bonds in connection with a Tax Abatement
Transaction.

         "Permitted Liens" means (i) Liens on assets of the Company and its
Restricted Subsidiaries, whether owned on the Closing Date or thereafter
acquired, securing all Indebtedness under the Bank Credit Agreement; (ii) Liens
in favor of the Company or a Restricted Subsidiary; (iii) Liens to secure the
performance of statutory obligations, surety or appeal bonds, performance bonds
or other obligations of a like nature incurred in the ordinary course of
business; (iv) Liens on assets of Restricted Subsidiaries to secure Indebtedness
of Restricted Subsidiaries that was permitted by the terms of this Indenture to
be incurred; (v) Liens existing on the Closing Date; (vi) Liens for taxes,
assessments or governmental charges or claims that are not yet delinquent or
that are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted; provided that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor; (vii) Liens on receivables, payment intangibles and related
property to reflect sales of receivables or payment intangibles pursuant to a
Receivables Program; (viii) Liens encumbering customary


                                      -13-
<PAGE>   17

initial deposits and margin deposits, and other Liens that are either within the
general parameters customary in the industry and incurred in the ordinary course
of business, in each case, securing Indebtedness under Interest Rate Agreements
and Currency Agreements and forward contracts, options, future contracts, future
options or similar agreements or arrangements designed solely to protect the
Company or any of its Restricted Subsidiaries from fluctuations in interest
rates, currencies or the price of commodities; (ix) Liens encumbering property
or assets under construction arising from progress or partial payments by a
customer of the Company or its Restricted Subsidiaries relating to such property
or assets; (x) Liens on property of, or on shares of stock or Indebtedness of,
any Person existing at the time such Person becomes, or becomes a part of, any
Restricted Subsidiary; provided that such Liens do not extend to or cover any
property or assets of the Company or any Restricted Subsidiary other than the
property or assets acquired; (xi) Liens securing reimbursement obligations with
respect to letters of credit that encumber documents and other property relating
to such letters of credit and the products and proceeds thereof; (xii) Liens in
favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods; (xiii)
Liens arising out of conditional sale, title retention, consignment or similar
arrangements for the sale of goods entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business in accordance with
the past practices of the Company and its Restricted Subsidiaries prior to the
Closing Date; (xiv) Liens securing Indebtedness which is Incurred to refinance
Secured Indebtedness which is permitted to be Incurred under Section
4.03(b)(iii); provided that such Liens do not extend to or cover any property or
assets of the Company or any Restricted Subsidiary other than the property or
assets securing the Indebtedness being refinanced; (xv) Liens (including
extensions and renewals thereof) upon real or personal property acquired after
the Closing Date; provided that (A) such Lien is created solely for the purpose
of securing Indebtedness Incurred, in accordance with Section 4.03, (1) to
finance the cost (including the cost of improvement or construction) of the item
of property or assets subject thereto and such Lien is created prior to, at the
time of or within six months after the later of the acquisition, the completion
of construction or the commencement of full operation of such property or (2) to
refinance any Indebtedness previously so secured, (B) the principal amount of
the Indebtedness secured by such Lien does not exceed 100% of such cost and (C)
any such Lien shall not extend to or cover any property or assets other than
such item of property or assets and any improvements on such item; (xvi) Liens
to secure Attributable Debt in respect of a Sale/Leaseback Transaction that was
permitted by the terms of this Indenture to be entered into; (xvii) any interest
or title of a lessor in the property subject to any Capitalized Lease or
operating lease; and (xviii) Liens arising from filing Uniform Commercial Code
financing statements regarding leases.

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

         "Physical Notes" has the meaning provided in Section 2.01.

         "Preferred Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such


                                      -14-
<PAGE>   18

Person's preferred or preference stock, whether now outstanding or issued after
the date of this Indenture, including, without limitation, all series and
classes of such preferred or preference stock.

         "principal" of a debt security, including the Notes, means the
principal amount due on the Stated Maturity as shown on such debt security.

         "Private Placement Legend" means the legend initially set forth on the
Notes in the form set forth in Section 2.02.

         "Purchase Agreement" means the Purchase Agreement, dated as of April
11, 2001, by and between the Company and Credit Suisse First Boston Corporation
and the other parties thereto, as such Agreement may be amended, modified or
supplemented from time to time.

         "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

         "Receivables Program" means, with respect to any Person, any accounts
receivable securitization or factoring program pursuant to which such Person
receives proceeds pursuant to a pledge, sale or other encumbrance of its
accounts receivable or payment intangibles.

         "Redeemable Stock" means any class or series of Capital Stock of any
Person that by its terms or otherwise is (i) required to be redeemed prior to
the Stated Maturity of the Notes, (ii) redeemable at the option of the holder of
such class or series of Capital Stock at any time prior to the Stated Maturity
of the Notes or (iii) convertible into or exchangeable for Capital Stock
referred to in clause (i) or (ii) above or Indebtedness having a scheduled
maturity prior to the Stated Maturity of the Notes; provided that any Capital
Stock that would not constitute Redeemable Stock but for provisions thereof
giving holders thereof the right to require such Person to repurchase or redeem
such Capital Stock upon the occurrence of an "asset sale" or "change of control"
occurring prior to the Stated Maturity of the Notes shall not constitute
Redeemable Stock if the "asset sale" or "change of control" provisions
applicable to such Capital Stock are no more favorable to the holders of such
Capital Stock than the provisions contained in Sections 4.10 and 4.13 and such
Capital Stock specifically provides that such Person will not repurchase or
redeem any such stock pursuant to such provision prior to the Company's
repurchase of such Notes as are required to be repurchased pursuant to Sections
4.10 and 4.13.

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

         "Redemption Price" means, when used with respect to any Note to be
redeemed, the price at which such Note is to be redeemed pursuant to this
Indenture.

         "Registrar" has the meaning provided in Section 2.04.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of April 11, 2001, between the Company and Credit Suisse
First Boston Corporation, Bear, Stearns


                                      -15-
<PAGE>   19

& Co. Inc. and SunTrust Equitable Securities Corporation, and certain permitted
assigns specified therein.

         "Registration Statement" means the Registration Statement as defined
and described in the Registration Rights Agreement.

         "Regular Record Date" for the interest payable on any Interest Payment
Date means the April 15 or October 15 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.

         "Regulation S" means Regulation S under the Securities Act.

         "Responsible Officer," when used with respect to the Trustee, means the
chairman or any vice chairman of the board of directors, the chairman or any
vice chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, any assistant vice
president, the secretary, any assistant secretary, the treasurer, any assistant
treasurer, the cashier, any assistant cashier, any trust officer or assistant
trust officer, the controller or any assistant controller or any other officer
of the Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

         "Restricted Payments" has the meaning provided in Section 4.04.

         "Restricted Subsidiary" means any Subsidiary of the Company other than
an Unrestricted Subsidiary.

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

         "Sale/Leaseback Transaction" means an agreement relating to property
now owned or hereafter acquired whereby the Company or a Restricted Subsidiary
transfers such property to a Person and the Company or a Restricted Subsidiary
leases it back from such Person; provided that Sale/Leaseback Transaction shall
not include any Tax Abatement Transaction.

         "Secured Indebtedness" means any Indebtedness of the Company secured by
a Lien.

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

         "Security Register" has the meaning provided in Section 2.04.

         "Senior Indebtedness" means (i) Indebtedness of the Company, whether
outstanding on the Closing Date or thereafter Incurred and (ii) accrued and
unpaid interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company to the
extent post-filing interest is allowed in such proceeding) in respect of (A)
indebtedness of the Company for money borrowed and (B) indebtedness evidenced by
notes,


                                      -16-
<PAGE>   20

debentures, bonds or other similar instruments for the payment of which the
Company is responsible or liable, unless, in the case of clauses (i) and (ii) in
the instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such obligations are subordinate in right of
payment to the Notes; provided, however, that Senior Indebtedness shall not
include: (A) any obligation of the Company to any Subsidiary; (B) any liability
for Federal, state, local or other taxes owed or owing by the Company; (C) any
accounts payable or other liability to trade creditors arising in the ordinary
course of business (including guarantees thereof or instruments evidencing such
liabilities); (D) any Indebtedness of the Company (and any accrued and unpaid
interest in respect thereof) which is subordinate or junior in any respect to
any other Indebtedness or other obligation of the Company; or (E) that portion
of any Indebtedness which at the time of Incurrence is Incurred in violation of
the Indenture.

         "Senior Subordinated Obligations" means any principal of, premium, if
any, or interest on the Company's 8 1/2% Senior Subordinated Notes due 2006 (the
"Subordinated Notes") payable pursuant to the terms of such Subordinated Notes
or upon acceleration, including any amounts received upon the exercise of rights
of recission or other rights of action (including claims for damages) or
otherwise, to the extent relating to the purchase price of the Subordinated
Notes or amounts corresponding to such principal, premium, if any, or interest
on the Subordinated Notes.

         "Significant Subsidiary" means, at any date of determination, any
Restricted Subsidiary that, together with its Subsidiaries, (i) for the most
recent fiscal year of the Company, accounted for more than 10% of the
consolidated revenues of the Company and its Restricted Subsidiaries or (ii) as
of the end of such fiscal year, was the owner of more than 10% of the
consolidated assets of the Company and its Restricted Subsidiaries, all as set
forth on the most recently available consolidated financial statements of the
Company for such fiscal year.

         "S&P" means Standard & Poor's Ratings Service, a division of the
McGraw-Hill Companies and its successors.

         "Stated Maturity" means, (i) with respect to any debt security, the
date specified in such debt security as the fixed date on which the final
installment of principal of such debt security is due and payable and (ii) with
respect to any scheduled installment of principal of or interest on any debt
security, the date specified in such debt security as the fixed date on which
such installment is due and payable.

         "Subsidiary" means, with respect to any Person, corporation,
association or other business entity of which more than 50% of the voting power
of the outstanding Voting Stock is owned, directly or indirectly, by such Person
and one or more other Subsidiaries of such Person.

         "Subsidiary Guarantee" means the guarantee of the obligations of the
Company with respect to the Notes and this Indenture by each Guarantor pursuant
to the terms of this Indenture.


                                      -17-
<PAGE>   21

         "Tax Abatement Transaction" means any revenue bond financing
arrangement between any Person and a development authority or other similar
governmental authority or entity for the purpose of providing ad valorem
property tax abatement to such Person whereby (i) the development authority
issues revenue bonds to finance the acquisition of property that is now owned or
hereafter acquired by the Company or a Restricted Subsidiary, (ii) the property
so transferred is leased back by the Company or such Restricted Subsidiary,
(iii) the bonds issued to finance the acquisition are owned by the Company or a
Restricted Subsidiary, (iv) the rental payments on the lease and the debt
service payments on the bonds are substantially equal and (v) the Company or
such Restricted Subsidiary has the option to prepay the bonds, terminate its
lease and reacquire the property for nominal consideration at any time; provided
that if at any time any of the foregoing conditions shall cease to be satisfied,
such transaction shall cease to be a Tax Abatement Transaction and the
transaction must satisfy Section 4.11.

         "Temporary Cash Investment" means any of the following: (i) direct
obligations of the United States of America or any agency thereof or obligations
fully and unconditionally guaranteed by the United States of America or any
agency thereof, (ii) time deposit accounts, certificates of deposit and money
market deposits maturing within 180 days of the date of acquisition thereof
issued by a bank or trust company which is organized under the laws of the
United States of America, any state thereof or any foreign country recognized by
the United States, and which bank or trust company has capital, surplus and
undivided profits aggregating in excess of $50 million (or the foreign currency
equivalent thereof) and has outstanding debt which is rated "A" (or such similar
equivalent rating) or higher by at least one nationally recognized statistical
rating organization (as defined in Rule 436 under the Securities Act) or any
money-market fund sponsored by a registered broker dealer or mutual fund
distributor, (iii) repurchase obligations with a term of not more than 30 days
for underlying securities of the types described in clause (i) above entered
into with a bank meeting the qualifications described in clause (ii) above, (iv)
commercial paper, maturing not more than 90 days after the date of acquisition,
issued by a corporation (other than an Affiliate of the Company) organized and
in existence under the laws of the United States of America, any state thereof
or any foreign country recognized by the United States of America with a rating
at the time as of which any investment therein is made of "P-1" (or higher)
according to Moody's or "A-1" (or higher) according to S&P and (v) securities
with maturities of six months or less from the date of acquisition issued or
fully and unconditionally guaranteed by any state, commonwealth or territory of
the United States of America, or by any political subdivision or taxing
authority thereof, and rated at least "A" by S&P or Moody's.

         "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939
(15 U.S. Code ss.ss. 77aaa-77bbb), as in effect on the date this Indenture was
executed, except as provided in Section 9.06.

         "Trade Payables" means, with respect to any Person, any accounts
payable or any other indebtedness or monetary obligation to trade creditors
created, assumed or Guaranteed by such Person or any of its Subsidiaries arising
in the ordinary course of business in connection with the acquisition of goods
or services.


                                      -18-
<PAGE>   22

         "Transaction Date" means with respect to the Incurrence of any
Indebtedness by the Company or any of its Restricted Subsidiaries, the date such
Indebtedness is to be Incurred and, with respect to any Restricted Payment, the
date such Restricted Payment is to be made.

         "Trustee" means the party named as such in the first paragraph of this
Indenture until a successor replaces it in accordance with the provisions of
Article VII of this Indenture and thereafter means such successor.

         "United States Bankruptcy Code" means the Bankruptcy Reform Act of
1978, as amended and as codified in Title 11 of the United States Code, as
amended from time to time hereafter, or any successor federal bankruptcy law.

         "U.S. Global Note" has the meaning provided in Section 2.01.

         "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof at any time prior
to the Stated Maturity of the Notes, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

         "U.S. Physical Notes" has the meaning provided in Section 2.01.

         "Unrestricted Subsidiary" means (i) AGCO Acceptance Corporation and its
successors, provided in the case of any such successor that the property and
assets of such successor at the time it becomes an Unrestricted Subsidiary do
not include any property or assets of the Company or any of its Restricted
Subsidiaries, (ii) any Subsidiary of the Company that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of
Directors in the manner provided below and (iii) any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors may designate any Restricted
Subsidiary (including any newly acquired or newly formed Subsidiary of the
Company) to be an Unrestricted Subsidiary unless such Subsidiary owns any
Capital Stock of, or owns or holds any Lien on any property of, the Company or
any Restricted Subsidiary; provided that (A) any Guarantee by the Company or any
Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated
shall be deemed an "Incurrence" of such Indebtedness by the Company or such
Restricted Subsidiary (or both, if applicable) at the time of such designation;
(B) either (1) the Subsidiary to be so designated has total assets of $1,000 or
less or (2) if such Subsidiary has assets greater than $1,000, such


                                      -19-
<PAGE>   23

designation would be permitted under Section 4.04 and (C) if applicable, the
Incurrence of Indebtedness referred to in clause (A) of this proviso would be
permitted under Section 4.03. The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately
after giving effect to such designation (x) the Company could Incur $1.00 of
additional Indebtedness under Section 4.03(a) and (y) no Default or Event of
Default shall have occurred and be continuing. Any such designation by the Board
of Directors shall be evidenced to the Trustee by promptly filing with the
Trustee a copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing provisions.

         "Voting Stock" means, with respect to any Person, Capital Stock of any
class or kind ordinarily having the power to vote for the election of directors,
managers or other voting members of the governing body of such Person.

         "Wholly Owned" means, with respect to any Subsidiary of any Person, the
ownership of all of the outstanding Capital Stock of such Subsidiary (other than
any director's qualifying shares or Investments by foreign nationals mandated by
applicable law) by such Person or one or more Wholly Owned Subsidiaries 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. The following
TIA terms used in this Indenture have the following meanings:

                  "indenture securities" means the Notes;

                  "indenture security holder" means a Holder or a
                  Securityholder;

                  "indenture to be qualified" means this Indenture;

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

                  "obligor" on the indenture securities means the Company or any
         other obligor on the Notes.

         All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by a rule of the
Commission and not otherwise defined herein have the meanings assigned to them
therein.

         Section  1.03. Rules of Construction. Unless the context otherwise
requires:

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

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


                                      -20-
<PAGE>   24

                  (iii)    "or" is not exclusive;

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

                  (v)      provisions apply to successive events and
         transactions;

                  (vi)     "herein," "hereof" and other words of similar import
         refer to this Indenture as a whole and not to any particular Article,
         Section or other subdivision;

                  (vii)    all ratios and computations based on GAAP contained
         in this Indenture shall be computed in accordance with the definition
         of GAAP set forth in Section 1.01; and

                  (viii) all references to Sections or Articles refer to
         Sections or Articles of this Indenture unless otherwise indicated.


                                   ARTICLE II

                                    THE NOTES


         Section 2.01. Form and Dating. The Notes and the Trustee's certificate
of authentication shall be substantially in the form annexed hereto as Exhibit
A. The Notes may have notations, legends or endorsements required by law, stock
exchange agreements to which the Company is subject or usage. The Company shall
approve the form of the Notes and any notation, legend or endorsement on the
Notes. Each Note shall be dated the date of its authentication.

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

         Notes offered and sold in reliance on Rule 144A shall be issued
initially in the form of a single permanent global Note in registered form,
substantially in the form set forth in Exhibit A (the "U.S. Global Note"),
deposited with the Trustee, as custodian for the Depositary, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
aggregate principal amount of the U.S. Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.

         Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of a single permanent global
Note in registered form substantially in the


                                      -21-
<PAGE>   25

form set forth in Exhibit A (the "Offshore Global Note"), deposited with the
Trustee, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the Offshore Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

         Notes offered and sold in reliance on Regulation D under the Securities
Act shall be issued in the form of permanent certificated Notes in registered
form in substantially the form set forth in Exhibit A (the "U.S. Physical
Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the
Offshore Global Note shall be in the form of permanent certificated Notes in
registered form substantially in the form set forth in Exhibit A (the "Offshore
Physical Notes").

         The Offshore Physical Notes and U.S. Physical Notes are sometimes
collectively herein referred to as the "Physical Notes." The U.S. Global Note
and the Offshore Global Note are sometimes referred to herein as the "Global
Notes."

         The definitive Notes shall be typed, printed, lithographed or engraved
or produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which the Notes may
be listed, all as determined by the Officers executing such Notes, as evidenced
by their execution of such Notes.

         Section 2.02. Restrictive Legends. Unless and until a Note is exchanged
for an Exchange Note in connection with an effective Registration Statement
pursuant to the Registration Rights Agreement, (i) the U.S. Global Note and each
U.S. Physical Note shall bear the legend, set forth below on the face thereof
and (ii) the Offshore Global Note and the Offshore Physical Notes shall bear the
legend set forth below on the face thereof until at least 41 days after the
Closing Date and receipt by the Company and the Trustee of a certificate
substantially in the form of Exhibit B hereto.

                  THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
         TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES
         ACT OF 1933 (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED,
         SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
         APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY
         NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION
         FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
         144A THEREUNDER.

                  THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY
         THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
         TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
         REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
         RULE 144A


                                      -22-
<PAGE>   26

         UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
         RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
         ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN
         EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE
         144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
         THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
         STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH
         SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE
         FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

         Each Global Note, whether or not an Exchange Note, shall also bear the
following legend on the face thereof:

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

         TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
         BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
         SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL
         BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
         FORTH IN SECTION 2.08 OF THE INDENTURE.

         Section 2.03. Execution, Authentication and Denominations. The Notes
shall be executed by an Officer of the Company listed in clause (i) of the
definition of Officer herein and attested by an Officer of the Company listed in
clause (ii) of such definition. The signature of any of these Officers on the
Notes may be by facsimile or manual signature in the name and on behalf of the
Company.

         If an Officer whose signature is on a Note no longer holds that office
at the time the Trustee or authenticating agent authenticates the Note, the Note
shall be valid nevertheless.


                                      -23-
<PAGE>   27

         A Note shall not be valid until the Trustee or authenticating agent
manually signs the certificate of authentication on the Note. The signature
shall be conclusive evidence that the Note has been authenticated under this
Indenture.

         The Trustee or an authenticating agent shall, upon receipt of a Company
Order, authenticate for original issue Notes in the aggregate principal amount
of up to $250,000,000 plus any Exchange Notes that may be issued pursuant to the
Registration Rights Agreement; provided that the Trustee shall be entitled to
receive an Officers' Certificate and an Opinion of Counsel of the Company in
connection with such authentication of Notes. The Opinion of Counsel shall
state:

         (a)      that the form and terms of such Notes have been established by
or pursuant to a Board Resolution or an indenture supplemental hereto in
conformity with the provisions of this Indenture;

         (b)      that such supplemental indenture, if any, when executed and
delivered by the Company and the Trustee, will constitute a valid and binding
obligation of the Company;

         (c)      that such Notes, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and binding
obligations of the Company in accordance with their terms and will be entitled
to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles; and

         (d)      that the Company has been duly incorporated in, and is a
validly existing corporation in good standing under the laws of, the State of
Delaware.

Such Company Order shall specify the amount of Notes to be authenticated and the
date on which the original issue of Notes is to be authenticated. The aggregate
principal amount of Notes outstanding at any time may not exceed the amount set
forth above except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section
2.06, 2.09, 2.10 or 2.11.

         The Trustee may appoint an authenticating agent 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 authenticating agent. An authenticating agent has the
same rights as an agent to deal with the Company or an Affiliate of the Company.

         The Notes shall be issuable only in registered form without coupons and
only in denominations of $1,000 in principal amount and any integral multiple of
$1,000 in excess thereof.


                                      -24-
<PAGE>   28

         Section 2.04. Registrar and Paying Agent. The Company shall maintain an
office or agency where Notes may be presented for registration of transfer or
for exchange (the "Registrar"), an office or agency where Notes may be presented
for payment (the "Paying Agent") and an office or agency where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served, which shall be in the Borough of Manhattan, the City of New York. The
Company shall cause the Registrar to keep a register of the Notes and of their
transfer and exchange (the "Security Register"). The Company may have one or
more co-Registrars and one or more additional Paying Agents.

         The Company shall enter into an appropriate agency agreement with any
agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall give
prompt written notice to the Trustee of the name and address of any such agent
and any change in the address of such agent. If the Company fails to maintain a
Registrar, Paying Agent or agent for service of notices and demands, the Trustee
shall act as such Registrar, Paying Agent or agent for service of notices and
demands. The Company may remove any agent upon written notice to such agent and
the Trustee; provided that no such removal shall become effective until (i) the
acceptance of an appointment by a successor agent to such agent as evidenced by
an appropriate agency agreement entered into by the Company and such successor
agent and delivered to the Trustee or (ii) notification to the Trustee that the
Trustee shall serve as such agent until the appointment of a successor agent in
accordance with clause (i) of this proviso. The Company, any Subsidiary of the
Company, or any Affiliate of any of them may act as Paying Agent, Registrar or
co-Registrar, or agent for service of notice and demands.

         The Company initially appoints the Trustee as Registrar, Paying Agent,
authenticating agent and agent for service of notice and demands. If, at any
time, the Trustee is not the Registrar, the Registrar shall make available to
the Trustee on or before each Interest Payment Date and at such other times as
the Trustee may reasonably request, the names and addresses of the Holders as
they appear in the Security Register.

         Section 2.05. Paying Agent to Hold Money in Trust. Not later than each
due date of the principal, premium, if any, and interest on any Notes, the
Company shall deposit with the Paying Agent money in immediately available funds
sufficient to pay such principal, premium, if any, and interest so becoming due.
The Company shall require each Paying Agent other than the Trustee to agree in
writing that such Paying Agent shall hold in trust for the benefit of the
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, and interest on the Notes (whether such money has
been paid to it by the Company or any other obligor on the Notes), and such
Paying Agent shall promptly notify the Trustee of any default by the Company (or
any other obligor on the Notes) in making any such payment. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee and
account for any funds disbursed, and the Trustee may at any time during the
continuance of any payment default, upon written request to a Paying Agent,
require such Paying Agent to pay all money held by it to the Trustee and to
account for any funds disbursed. Upon doing so, the Paying Agent shall have no
further liability for the money so paid over to the Trustee. If the Company or
any Subsidiary of the Company or any Affiliate of any of them acts


                                      -25-
<PAGE>   29

as Paying Agent, it will, on or before each due date of any principal of,
premium, if any, or interest on the Notes, segregate and hold in a separate
trust fund for the benefit of the Holders a sum of money sufficient to pay such
principal, premium, if any, or interest so becoming due until such sum of money
shall be paid to such Holders or otherwise disposed of as provided in this
Indenture, and will promptly notify the Trustee of its action or failure to act.

         Section 2.06. Transfer and Exchange. The Notes are issuable only in
registered form. A Holder may transfer a Note by written application to the
Registrar stating the name of the proposed transferee and otherwise complying
with the terms of this Indenture. No such transfer shall be effected until, and
such transferee shall succeed to the rights of a Holder only upon, final
acceptance and registration of the transfer by the Registrar in the Security
Register. Prior to the registration of any transfer by a Holder as provided
herein, the Company, the Trustee, and any agent of the Company shall treat the
person in whose name the Note is registered as the owner thereof for all
purposes whether or not the Note shall be overdue, and neither the Company, the
Trustee, nor any such agent shall be affected by notice to the contrary.
Furthermore, any Holder of a U.S. Global Note shall, by acceptance of such U.S.
Global Note, agree that transfers of beneficial interests in such U.S. Global
Note may be effected only through a book entry system maintained by the Holder
of such U.S. Global Note (or its agent) and that ownership of a beneficial
interest in the Note shall be required to be reflected in a book entry. When
Notes are presented to the Registrar or a co-Registrar with a request to
register the transfer or to exchange them for an equal principal amount of Notes
of other authorized denominations (including an exchange of Notes for Exchange
Notes), the Registrar shall register the transfer or make the exchange as
requested if its requirements for such transactions are met; provided that no
exchanges of Notes for Exchange Notes shall occur until a Registration Statement
shall have been declared effective by the Commission and that any Notes that are
exchanged for Exchange Notes shall be cancelled by the Trustee. To permit
registrations of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Notes at the Registrar's request. No service charge
shall be made for any registration of transfer or exchange or redemption of the
Notes, 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 other similar governmental charge payable
upon exchanges pursuant to Section 2.11, 3.08 or 9.04).

         The Registrar shall not be required (i) to issue, register the transfer
of or exchange any Note during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Notes selected
for redemption under Section 3.03 and ending at the close of business on the day
of such mailing, or (ii) to register the transfer of or exchange any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part.

         Section 2.07.     Book-Entry Provisions for Global Notes.

         (a)      The U.S. Global Note and Offshore Global Note initially shall
(i) be registered in the name of the Depositary for such Global Notes or the
nominee of such Depositary, (ii) be


                                      -26-
<PAGE>   30

delivered to the Trustee as custodian for such Depositary and (iii) bear legends
as set forth in Section 2.02.

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

         (b)      Transfers of a Global Note shall be limited to transfers of
such Global Note in whole, but not in part, to the Depositary, its successors or
their respective nominees. Interests of beneficial owners in a Global Note may
be transferred in accordance with the rules and procedures of the Depositary and
the provisions of Section 2.08. In addition, U.S. Physical Notes and Offshore
Physical Notes shall be transferred to all beneficial owners in exchange for
their beneficial interests in the U.S. Global Note or the Offshore Global Note,
respectively, if (i) the Depositary notifies the Company that it is unwilling or
unable to continue as Depositary for the U.S. Global Note or the Offshore Global
Note, as the case may be, and a successor depositary is not appointed by the
Company within 90 days of such notice or (ii) an Event of Default has occurred
and is continuing and the Registrar has received a request to the foregoing
effect from the Depositary.

         (c)      Any beneficial interest in one of the Global Notes that is
transferred to a person who takes delivery in the form of an interest in the
other Global Note will, upon transfer, cease to be an interest in such Global
Note and become an interest in the other Global Note and, accordingly, will
thereafter be subject to all transfer restrictions, if any, and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.

         (d)      In connection with any transfer of a portion of the beneficial
interests in a Global Note to beneficial owners pursuant to paragraph (b) of
this Section, the Registrar shall reflect on its books and records the date and
a decrease in the principal amount of such Global Note in an amount equal to the
principal amount of the beneficial interest in such Global Note to be
transferred, and the Company shall execute, and the Trustee shall authenticate
and deliver, one or more Physical Notes of like tenor and amount.

         (e)      In connection with the transfer of the entire U.S. Global Note
or Offshore Global Note to beneficial owners pursuant to paragraph (b) of this
Section, the U.S. Global Note or Offshore Global Note, as the case may be, shall
be deemed to be surrendered to the Trustee for cancellation, and the Company
shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depositary in exchange for its beneficial
interest in the U.S. Global Note or Offshore Global Note, as the case may be, an
equal aggregate principal


                                      -27-
<PAGE>   31

amount of U.S. Physical Notes or Offshore Physical Notes, as the case may be, of
authorized denominations.

         (f)      Any U.S. Physical Note delivered in exchange for an interest
in the U.S. Global Note pursuant to paragraph (b) or (d) of this Section shall,
except as otherwise provided by paragraph (f) of Section 2.08, bear the legend
regarding transfer restrictions applicable to the U.S. Physical Note set forth
in Section 2.02.

         (g)      Any Offshore Physical Note delivered in exchange for an
interest in the Offshore Global Note pursuant to paragraph (b) of this Section
shall, except as otherwise provided by paragraph (f) of Section 2.08, bear the
legend regarding transfer restrictions applicable to the Offshore Physical Note
set forth in Section 2.02.

         (h)      The registered holder of a Global Note may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.

         (i)      QIBs that are beneficial owners of interests in a U.S. Global
Note may receive Physical Notes (which shall bear the Private Placement Legend
if required by Section 2.02) in accordance with the procedures of the
Depositary. In connection with the execution, authentication and delivery of
such Physical Notes, the Registrar shall reflect on its books and records a
decrease in the principal amount of the relevant U.S. Global Note equal to the
principal amount of such Physical Notes and the Company shall execute and the
Trustee shall authenticate and deliver one or more Physical Notes having an
equal aggregate principal amount.

         Section 2.08. Special Transfer Provisions. Unless and until a Note is
exchanged for an Exchange Note in connection with an effective Registration
pursuant to the Registration Rights Agreement, the following provisions shall
apply:

         (a)      Transfers to Non-QIB Institutional Accredited Investors. The
following provisions shall apply with respect to the registration of any
proposed transfer of a Note to any Institutional Accredited Investor which is
not a QIB (excluding Non-U.S. Persons):

                  (i)      The Registrar shall register the transfer of any
         Note, whether or not such Note bears the Private Placement Legend, if
         (x) the requested transfer is after the time period referred to in Rule
         144(k) under the Securities Act as in effect with respect to such
         transfer or (y) the proposed transferee has delivered to the Registrar
         (A) a certificate substantially in the form of Exhibit C hereto and (B)
         if the aggregate principal amount of the Notes being transferred is
         less than $100,000 at the time of such transfer, an opinion of counsel
         acceptable to the Company that such transfer is in compliance with the
         Securities Act.

                  (ii)     If the proposed transferor is an Agent Member holding
         a beneficial interest in the U.S. Global Note, upon receipt by the
         Registrar of (x) the documents, if any, required by paragraph (i) and
         (y) instructions given in accordance with the Depositary's and the
         Registrar's procedures, the Registrar shall reflect on its books and
         records the date and a


                                      -28-
<PAGE>   32

         decrease in the principal amount of the U.S. Global Note in an amount
         equal to the principal amount of the beneficial interest in the U.S.
         Global Note to be transferred, and the Company shall execute, and the
         Trustee shall authenticate and deliver, one or more U.S. Physical Notes
         of like tenor and amount.

         (b)      Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of a U.S. Physical Note or
an interest in the U.S. Global Note to a QIB (excluding Non-U.S. Persons):

                  (i)      If the Note to be transferred consists of (x) U.S.
         Physical Notes, the Registrar shall register the transfer if such
         transfer is being made by a proposed transferor who has checked the box
         provided for on the form of Note stating, or has otherwise advised the
         Company and the Registrar in writing, that the sale has been made in
         compliance with the provisions of Rule 144A to a transferee who has
         signed the certification provided for on the form of Note stating, or
         has otherwise advised the Company and the Registrar in writing, that it
         is purchasing the Note for its own account or an account with respect
         to which it exercises sole investment discretion and that it and any
         such account is a QIB within the meaning of Rule 144A, and is aware
         that the sale to it is being made in reliance on Rule 144A and
         acknowledges that it has received such information regarding the
         Company as it has requested pursuant to Rule 144A or has determined not
         to request such information and that it is aware that the transferor is
         relying upon its foregoing representations in order to claim the
         exemption from registration provided by Rule 144A or (y) an interest in
         the U.S. Global Note, the transfer of such interest may be effected
         only through the book entry system maintained by the Depositary.

                  (ii)     If the proposed transferee is an Agent Member, and
         the Note to be transferred consists of U.S. Physical Notes, upon
         receipt by the Registrar of the documents referred to in clause (i) and
         instructions given in accordance with the Depositary's and the
         Registrar's procedures, the Registrar shall reflect on its books and
         records the date and an increase in the principal amount of the U.S.
         Global Note in an amount equal to the principal amount of the U.S.
         Physical Notes, to be transferred, and the Trustee shall cancel the
         U.S. Physical Note so transferred.

         (c)      Transfers of Interests in the Offshore Global Note or Offshore
Physical Notes. The following provisions shall apply with respect to any
transfer of interests in the Offshore Global Note or Offshore Physical Notes:

                  (i)      prior to the removal of the Private Placement Legend
         from the Offshore Global Note or Offshore Physical Notes pursuant to
         Section 2.02, the Registrar shall refuse to register such transfer; and

                  (ii)     after such removal, the Registrar shall register the
         transfer of any such Note without requiring any additional
         certification.

         (d)      Intentionally Omitted.


                                      -29-
<PAGE>   33

         (e)      Transfers to Non-U.S. Persons at Any Time. The following
provisions shall apply with respect to any transfer of a Note to a Non-U.S.
Person:

                  (i)      The Registrar shall register any proposed transfer to
         any Non-U.S. Person if the Note to be transferred is a U.S. Physical
         Note or an interest in the U.S. Global Note only upon receipt of a
         certificate substantially in the form of Exhibit D from the proposed
         transferor.

                  (ii)(a)  If the proposed Transferor is an Agent Member holding
         a beneficial interest in the U.S. Global Note, upon receipt by the
         Registrar of (x) the documents required by paragraph (i) and (y)
         instructions in accordance with the Depositary's and the Registrar's
         procedures, the Registrar shall reflect on its books and records the
         date and a decrease in the principal amount at maturity of the U.S.
         Global Note in an amount equal to the principal amount at maturity of
         the beneficial interest in the U.S. Global Note to be transferred, and
         (b) if the proposed transferee is an Agent Member, upon receipt by the
         Registrar of instructions given in accordance with the Depositary's and
         the Registrar's procedures, the Registrar shall reflect on its books
         and records the date and an increase in the principal amount at
         maturity of the Offshore Global Note in an amount equal to the
         principal amount at maturity of the U.S. Physical Notes or the U.S.
         Global Note, as the case may be, to be transferred, and the Trustee
         shall cancel the Physical Note, if any, so transferred or decrease the
         amount of the U.S. Global Note.

         (f)      Private Placement Legend. Upon the transfer, exchange or
replacement of Notes not bearing the Private Placement Legend, the Registrar
shall deliver Notes that do not bear the Private Placement Legend. Upon the
transfer, exchange or replacement of Notes bearing the Private Placement Legend,
the Registrar shall deliver only Notes that bear the Private Placement Legend
unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or
(e)(ii) of this Section 2.08 exist or (ii) there is delivered to the Registrar
an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to
the effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act.

         (g)      General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture. The Registrar shall not register a transfer of any Note unless such
transfer complies with the restrictions on transfer of such Note set forth in
this Indenture. In connection with any transfer of Notes, each Holder agrees by
its acceptance of the Notes to furnish the Registrar or the Company such
certifications, legal opinions or other information as either of them may
reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or a transaction not subject to, the registration requirements
of the Securities Act; provided that the Registrar shall not be required to
determine (but may rely on a determination made by the Company with respect to)
the sufficiency of any such certifications, legal opinions or other information.


                                      -30-
<PAGE>   34

         The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.07 or this Section 2.08.
The Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

         Section 2.09.     Replacement Notes. If a mutilated Note is surrendered
to the Trustee or if the Holder claims that the Note has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Note of like tenor and principal amount and bearing a number not
contemporaneously outstanding; provided that the requirements of the second
paragraph of Section 2.10 are met. If required by the Trustee or the Company, an
indemnity bond must be furnished that is sufficient in the judgment of both the
Trustee and the Company to protect the Company, the Trustee or any Agent from
any loss that any of them may suffer if a Note is replaced. The Company may
charge such Holder for its expenses and the expenses of the Trustee in replacing
a Note. In case any such mutilated, lost, destroyed or wrongfully taken Note has
become or is about to become due and payable, the Company in its discretion may
pay such Note instead of issuing a new Note in replacement thereof.

         Every replacement Note is an additional obligation of the Company and
shall be entitled to the benefits of this Indenture.

         Section 2.10.     Outstanding Notes. Notes outstanding at any time are
all Notes that have been authenticated by the Trustee except for those cancelled
by it, those delivered to it for cancellation and those described in this
Section 2.10 as not outstanding.

         If a Note is replaced pursuant to Section 2.09, it ceases to be
outstanding unless and until the Trustee and the Company receive proof
satisfactory to them that the replaced Note is held by a bona fide purchaser.

         If the Paying Agent (other than the Company or an Affiliate of the
Company) holds on the maturity date money sufficient to pay Notes payable on
that date, then on and after that date such Notes cease to be outstanding and
interest on them shall cease to accrue.

         A Note does not cease to be outstanding because the Company or one of
its Affiliates holds such Note, provided, however, that, in determining whether
the Holders of the requisite principal amount of the outstanding Notes have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, Notes owned by the Company or any other obligor upon the Notes or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Notes which the Trustee knows to be
so owned shall be so disregarded. Notes so owned which have been pledged in good
faith may be regarded as outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Notes and that the pledgee is not the Company or any other obligor upon the
Notes or any Affiliate of the Company or of such other obligor.


                                      -31-
<PAGE>   35

         Section 2.11.     Temporary Notes. Until definitive Notes are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Notes. Temporary Notes shall be substantially in the form of definitive Notes
but may have insertions, substitutions, omissions and other variations
determined to be appropriate by the Officers executing the temporary Notes, as
evidenced by their execution of such temporary Notes. If temporary Notes are
issued, the Company will cause definitive Notes to be prepared without
unreasonable delay. After the preparation of definitive Notes, the temporary
Notes shall be exchangeable for definitive Notes upon surrender of the temporary
Notes at the office or agency of the Company designated for such purpose
pursuant to Section 4.02, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Notes the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Notes of authorized denominations. Until so exchanged, the
temporary Notes shall be entitled to the same benefits under this Indenture as
definitive Notes.

         Section 2.12.     Cancellation. The Company at any time may deliver to
the Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold. The Registrar and the
Paying Agent shall forward to the Trustee any Notes surrendered to them for
transfer, exchange or payment. The Trustee shall cancel all Notes surrendered
for transfer, exchange, payment or cancellation and shall destroy them in
accordance with its normal procedure. The Company may not issue new Notes to
replace Notes it has paid in full or delivered to the Trustee for cancellation.

         Section 2.13.     CUSIP Numbers. The Company in issuing the Notes may
use "CUSIP" numbers (if then generally in use), and the Trustee shall use CUSIP
numbers in notices of redemption or exchange as a convenience to Holders;
provided that any such notice shall state that no representation is made as to
the correctness of such numbers either as printed on the Notes or as contained
in any notice of redemption or exchange and that reliance may be placed only on
the other identification numbers printed on the Notes, and any such redemption
or exchange shall not be affected by any defect in or omission of such numbers.

         Section 2.14.     Defaulted Interest. If the Company defaults in a
payment of interest on the Notes, it shall pay, or shall deposit with the Paying
Agent money in immediately available funds sufficient to pay the defaulted
interest, plus (to the extent lawful) any interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date. A
special record date, as used in this Section 2.14 with respect to the payment of
any defaulted interest, shall mean the 15th day next preceding the date fixed by
the Company for the payment of defaulted interest, whether or not such day is a
Business Day. At least 15 days before the subsequent special record date, the
Company shall mail to each Holder and to the Trustee a notice that states the
subsequent special record date, the payment date and the amount of defaulted
interest to be paid.

         Section 2.15.     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


                                      -32-
<PAGE>   36

Holders and shall otherwise comply with TIA Section 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 Section 312(a).


                                   ARTICLE III

                                   REDEMPTION

         Section 3.01.     Right of Redemption. The Notes may be redeemed at the
election of the Company, in whole or in part, at any time and from time to time
on or after May 1, 2005 and prior to maturity, upon not less than 30 nor more
than 60 days' prior notice mailed by first class mail to each Holder's last
address as it appears in the Security Register, at the following Redemption
Prices (expressed in percentages of their principal amount), plus accrued and
unpaid interest, if any, to the Redemption Date (subject to the right of Holders
of record on the relevant Regular Record Date that is on or prior to the
Redemption Date to receive interest due on an Interest Payment Date) if redeemed
during the 12-month period commencing on May 1 of the applicable year set forth
below:

<TABLE>
<CAPTION>
                                                     Redemption
                           Year                        Price
                           ----                      ----------
                           <S>                       <C>
                           2005                       104.750%
                           2006                       102.375%
                           2007 and thereafter        100.000%
</TABLE>

         Section 3.02.     Notices to Trustee. If the Company elects to redeem
Notes pursuant to Section 3.01, it shall notify the Trustee in writing of the
Redemption Date and the principal amount of Notes to be redeemed.

         The Company shall give each notice provided for in this Section 3.02 in
an Officers' Certificate at least 45 days before the Redemption Date (unless a
shorter period shall be satisfactory to the Trustee).

         Section 3.03.     Selection of Notes to Be Redeemed. If less than all
of the Notes are to be redeemed at any time, the Trustee shall select the Notes
to be redeemed in compliance with the requirements, as certified to it by the
Company, of the principal national securities exchange on which the Notes are
listed or, if the Notes are not listed on a national securities exchange, on a
pro rata basis, by lot or by such other method as the Trustee in its sole
discretion shall deem fair and appropriate; provided that no Notes of $1,000 in
principal amount or less shall be redeemed in part.


                                      -33-
<PAGE>   37

         The Trustee shall make the selection from the Notes outstanding and not
previously called for redemption. Notes in denominations of $1,000 in principal
amount may only be redeemed in whole. The Trustee may select for redemption
portions (equal to $1,000 in principal amount or any integral multiple thereof)
of Notes that have denominations larger than $1,000 in principal amount.
Provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption. The Trustee shall notify the
Company and the Registrar promptly in writing of the Notes or portions of Notes
to be called for redemption.

         Section 3.04.     Notice of Redemption. With respect to any redemption
of Notes pursuant to Section 3.01, at least 30 days but not more than 60 days
before a Redemption Date, the Company shall mail a notice of redemption by first
class mail to each Holder whose Notes are to be redeemed.

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

                  (i)      the Redemption Date;

                  (ii)     the Redemption Price;

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

                  (iv)     that Notes called for redemption must be surrendered
         to the Paying Agent in order to collect the Redemption Price;

                  (v)      that, unless the Company defaults in making the
         redemption payment, interest on Notes called for redemption ceases to
         accrue on and after the Redemption Date and the only remaining right of
         the Holders is to receive payment of the Redemption Price plus accrued
         interest to the Redemption Date upon surrender of the Notes to the
         Paying Agent;

                  (vi)     that, if any Note is being redeemed in part, the
         portion of the principal amount (equal to $1,000 in principal amount or
         any integral multiple thereof) of such Note to be redeemed and that, on
         and after the Redemption Date, upon surrender of such Note, a new Note
         or Notes in principal amount equal to the unredeemed portion thereof
         will be reissued; and

                  (vii)    that, if any Note contains a CUSIP number as provided
         in Section 2.13, no representation is being made as to the correctness
         of the CUSIP number either as printed on the Notes or as contained in
         the notice of redemption and that reliance may be placed only on the
         other identification numbers printed on the Notes.

         At the Company's request (which request may be revoked by the Company
at any time prior to the time at which the Trustee shall have given such notice
to the Holders), made in writing to the Trustee at least 45 days (or such
shorter period as shall be satisfactory to the Trustee) before a Redemption
Date, the Trustee shall give the notice of redemption in the name and at the
expense of the Company. If, however, the Company gives such notice to the
Holders,


                                      -34-
<PAGE>   38

the Company shall concurrently deliver to the Trustee an Officers' Certificate
stating that such notice has been given.

         Section 3.05.     Effect of Notice of Redemption. Once notice of
redemption is mailed, Notes called for redemption become due and payable on the
Redemption Date and at the Redemption Price. Upon surrender of any Notes to the
Paying Agent, such Notes shall be paid at the Redemption Price, plus accrued
interest, if any, to the Redemption Date.

         Notice of redemption shall be deemed to be given when mailed, whether
or not the Holder receives the notice. In any event, failure to give such
notice, or any defect therein, shall not affect the validity of the proceedings
for the redemption of Notes held by Holders to whom such notice was properly
given.

         Section 3.06.     Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Paying Agent (or, if the
Company is acting as its own Paying Agent, shall segregate and hold in trust as
provided in Section 2.05) money sufficient to pay the Redemption Price of and
accrued interest on all Notes to be redeemed on that date other than Notes or
portions thereof called for redemption on that date that have been delivered by
the Company to the Trustee for cancellation.

         Section 3.07.     Payment of Notes Called for Redemption. If notice of
redemption has been given in the manner provided above, the Notes or portion of
Notes specified in such notice to be redeemed shall become due and payable on
the Redemption Date at the Redemption Price stated therein, together with
accrued interest to such Redemption Date, and on and after such date (unless the
Company shall default in the payment of such Notes at the Redemption Price and
accrued interest to the Redemption Date, in which case the principal, until
paid, shall bear interest from the Redemption Date at the rate prescribed in the
Notes), such Notes shall cease to accrue interest. Upon surrender of any Note
for redemption in accordance with a notice of redemption, such Note shall be
paid and redeemed by the Company at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided that installments of interest
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders registered as such at the close of business on the relevant Regular
Record Date.

         Section 3.08.     Notes Redeemed in Part. Upon surrender of any Note
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Note equal in principal amount to
the unredeemed portion of such surrendered Note.


                                   ARTICLE IV

                                    COVENANTS

         Section 4.01.     Payment of Notes. The Company shall pay the principal
of, premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes and this Indenture. An installment of principal, premium,
if any, or interest shall be considered paid on


                                      -35-
<PAGE>   39

the date due if the Trustee or Paying Agent (other than the Company, a
Subsidiary of the Company, or any Affiliate of any of them) holds on that date
money designated for and sufficient to pay the installment. If the Company or
any Subsidiary of the Company or any Affiliate of any of them, acts as Paying
Agent, an installment of principal, premium, if any, or interest shall be
considered paid on the due date if the entity acting as Paying Agent complies
with the last sentence of Section 2.05. As provided in Section 6.09, upon any
bankruptcy or reorganization procedure relative to the Company, the Trustee
shall serve as the Paying Agent, if any, for the Notes.

         The Company shall pay interest on overdue principal, premium, if any,
and interest on overdue installments of interest, to the extent lawful, at the
rate per annum specified in the Notes.

         Section 4.02.     Maintenance of Office or Agency. The Company will
maintain in the Borough of Manhattan, the City of New York an office or agency
where Notes may be surrendered for registration of transfer or exchange or for
presentation for payment and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the address of the Trustee set forth in Section 11.02.

         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
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 will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

         The Company hereby initially designates BankOne Trust Company, 14 Wall
Street, Suite 4607, New York, New York 10005, as agent for the Trustee, located
in the Borough of Manhattan, The City of New York, as such office of the Company
in accordance with Section 2.04.

         Section 4.03.     Limitation on Indebtedness.

                           (a)      The Company will not, and will not permit
any of its Restricted Subsidiaries to, Incur any Indebtedness (other than the
Notes, the Subsidiary Guarantees and Indebtedness existing on the Closing Date);
provided that the Company or any of its Restricted Subsidiaries that is or, upon
such incurrence, becomes a Guarantor may Incur Indebtedness (including, without
limitation, Acquired Indebtedness), and any Restricted Subsidiary that is not a
Guarantor may Incur Acquired Indebtedness, if, after giving effect to the
Incurrence of such Indebtedness and the receipt and application of the proceeds
therefrom, the Interest Coverage Ratio would be greater than 3.0:1.


                                      -36-
<PAGE>   40

                  (b)      Notwithstanding the foregoing, the Company and any
Restricted Subsidiary (except as specified below) may Incur each and all of the
following: (i) Indebtedness outstanding at any time in an aggregate principal
amount not to exceed an amount equal to the greater of (A) $500 million, less
any amount of Indebtedness permanently repaid as provided under Section 4.10 and
(B) the sum of (1) 90% of the consolidated book value of the accounts receivable
(other than accounts receivable subject to a Receivables Program) of the Company
and its Restricted Subsidiaries plus (2) 60% of the consolidated book value of
the inventory of the Company and its Restricted Subsidiaries, in each case
determined in accordance with GAAP; (ii) Indebtedness (A) to the Company
evidenced by a promissory note or (B) to any of its Restricted Subsidiaries;
provided that any event which results in any such Restricted Subsidiary ceasing
to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness
(other than to the Company or another Restricted Subsidiary) shall be deemed, in
each case, to constitute an Incurrence of such Indebtedness not permitted by
this clause (ii); (iii) Indebtedness issued in exchange for, or the net proceeds
of which are used to refinance or refund, then outstanding Indebtedness, other
than Indebtedness Incurred under clause (i), (ii), (iv), (vi) or (vii) of this
paragraph (b), and any refinancings thereof in an amount not to exceed the
amount so refinanced or refunded (plus premiums, accrued interest, fees and
expenses); provided (A) in case the Indebtedness to be refinanced is
subordinated in right of payment to the Notes, such new Indebtedness, by its
terms or by the terms of any agreement or instrument pursuant to which such new
Indebtedness is issued or remains outstanding, is expressly made subordinate in
right of payment to the Notes at least to the extent that the Indebtedness to be
refinanced is subordinated to the Notes and (B) such new Indebtedness,
determined as of the date of Incurrence of such new Indebtedness, does not
mature prior to the Stated Maturity of the Indebtedness to be refinanced or
refunded, and the Average Life of such new Indebtedness is at least equal to the
remaining Average Life of the Indebtedness to be refinanced or refunded; and
provided further that in no event may Indebtedness of the Company be refinanced
by means of any Indebtedness of any Restricted Subsidiary pursuant to this
clause (iii); (iv) Indebtedness (A) in respect of performance, surety or appeal
bonds provided in the ordinary course of business, (B) under Currency Agreements
and Interest Rate Agreements; provided that such agreements (1) are designed
solely to protect the Company and its Restricted Subsidiaries against
fluctuations in foreign currency exchange rates or interest rates and (2) do not
increase the Indebtedness of the obligor outstanding at any time other than as a
result of fluctuations in foreign currency exchange rates or interest rates or
by reason of fees, indemnities and compensation payable thereunder; and (C)
arising from agreements providing for indemnification, adjustment of purchase
price or similar obligations, or from Guarantees or letters of credit, surety
bonds or performance bonds securing any obligations of the Company or any of its
Restricted Subsidiaries pursuant to such agreements, in any case Incurred in
connection with the disposition of any business, assets or Restricted Subsidiary
of the Company (other than Guarantees of Indebtedness Incurred by any Person
acquiring all or any portion of such business, assets or Restricted Subsidiary
of the Company for the purpose of financing such acquisition), in a principal
amount not to exceed the gross proceeds actually received by the Company or any
Restricted Subsidiary in connection with such disposition; (v) Indebtedness of
the Company, to the extent the net proceeds thereof are promptly used to
purchase Notes or Senior Subordinated Obligations tendered in an Offer to
Purchase made as a result of a Change in Control; provided that any Indebtedness
incurred pursuant to this clause (v) with respect to the payment of Senior
Subordinated Obligations (A)


                                      -37-
<PAGE>   41

shall be expressly made subordinate in right of payment to the Notes and (B)
shall not mature prior to the Stated Maturity of the Senior Subordinated
Obligations, and shall have an Average Life that is at least equal to the
remaining Average Life of the Senior Subordinated Obligations; (vi) Indebtedness
of the Company, to the extent the net proceeds thereof are promptly deposited to
defease the Notes as set forth in Section 8.03; (vii) Guarantees of Indebtedness
of the Company by any Restricted Subsidiary provided the Guarantee of such
Indebtedness is permitted by and made in accordance with Section 4.07; and
(viii) Indebtedness Incurred in connection with a Tax Abatement Transaction.

                  (c)      Notwithstanding any other provision of this Section
4.03, the maximum amount of Indebtedness that the Company or a Restricted
Subsidiary may Incur pursuant to this Section 4.03 shall not be deemed to be
exceeded, with respect to any outstanding Indebtedness, due solely to the result
of fluctuations in the exchange rates of currencies.

                  (d)      For purposes of determining any particular amount of
Indebtedness under this Section 4.03, (i) Indebtedness Incurred under the Bank
Credit Agreement on or prior to the Closing Date shall be treated as Incurred
pursuant to clause (i) of Section 4.03(b), (ii) Guarantees, Liens or obligations
with respect to letters of credit supporting Indebtedness otherwise included in
the determination of such particular amount shall not be included and (iii) any
Liens granted pursuant to the equal and ratable provisions referred to in
Section 4.09 shall not be treated as Indebtedness. For purposes of determining
compliance with this Section 4.03, in the event that an item of Indebtedness
meets the criteria of more than one of the types of Indebtedness described in
the above clauses (other than Indebtedness referred to in clause (i) of this
paragraph (d)), the Company, in its sole discretion, shall classify such item of
Indebtedness and only be required to include the amount and type of such
Indebtedness in one of such clauses.

         Section 4.04.     Limitation on Restricted Payments.

                           (a)      The Company will not, and will not permit
any Restricted Subsidiary to, directly or indirectly, (i) declare or pay any
dividend or make any distribution on its Capital Stock (other than (A) dividends
or distributions payable solely in shares of its Capital Stock (other than
Redeemable Stock) or in options, warrants or other rights to acquire shares of
such Capital Stock and (B) pro rata dividends or distributions on Common Stock
of Restricted Subsidiaries held by minority stockholders, provided that such
dividends do not in the aggregate exceed the minority stockholders' pro rata
share of such Restricted Subsidiaries' net income from the first day of the
fiscal quarter beginning immediately following the Closing Date) held by Persons
other than the Company or any of its Wholly Owned Restricted Subsidiaries, (ii)
purchase, redeem, retire or otherwise acquire for value any shares of Capital
Stock of (x) the Company or an Unrestricted Subsidiary (including options,
warrants or other rights to acquire such shares of Capital Stock) held by any
Person or (y) a Restricted Subsidiary (including options, warrants or other
rights to acquire such shares of Capital Stock) held by any Affiliate of the
Company (other than a Wholly Owned Restricted Subsidiary) or any holder (or any
Affiliate of such holder) of 5% or more of the Capital Stock of the Company,
(iii) make any voluntary or optional principal payment, or voluntary or optional
redemption, repurchase, defeasance, or other acquisition or retirement for
value, of Indebtedness of the Company that is subordinated in right


                                      -38-
<PAGE>   42

of payment to the Notes (other than the purchase, repurchase or the acquisition
of Indebtedness in anticipation of satisfying a sinking fund obligation,
principal installment or final maturity, in any case due within one year of the
date of acquisition) or (iv) make any Investment, other than a Permitted
Investment, in any Person (such payments or any other actions described in
clauses (i) through (iv) of this paragraph (a) being collectively "Restricted
Payments") if, at the time of, and after giving effect to, the proposed
Restricted Payment: (A) a Default or Event of Default shall have occurred and be
continuing, (B) the Company could not Incur at least $1.00 of Indebtedness under
Section 4.03(a) or (C) the aggregate amount of all Restricted Payments (the
amount, if other than in cash, to be determined in good faith by the Board of
Directors, whose determination shall be conclusive and evidenced by a Board
Resolution) made after the Closing Date shall exceed the sum of (1) 50% of the
aggregate amount of the Adjusted Consolidated Net Income (or, if the Adjusted
Consolidated Net Income is a loss, minus 100% of the amount of such loss)
(determined by excluding income resulting from transfers of assets by the
Company or a Restricted Subsidiary to an Unrestricted Subsidiary) accrued on a
cumulative basis during the period (taken as one accounting period) beginning on
the first day of the fiscal quarter immediately following the Closing Date and
ending on the last day of the last fiscal quarter preceding the Transaction Date
for which reports have been filed pursuant to Section 4.19, (2) the aggregate
Net Cash Proceeds received by the Company after the Closing Date from the
issuance and sale permitted by this Indenture of its Capital Stock (other than
Redeemable Stock) to a Person who is not a Subsidiary of the Company, including
an issuance or sale permitted by this Indenture of Indebtedness of the Company
for cash subsequent to the Closing Date upon the conversion of such Indebtedness
into Capital Stock (other than Redeemable Stock) of the Company, or from the
issuance to a Person who is not a Subsidiary of the Company of any options,
warrants or other rights to acquire Capital Stock of the Company (in each case,
exclusive of any Redeemable Stock or any options, warrants or other rights that
are redeemable at the option of the holder, or are required to be redeemed,
prior to the Stated Maturity of the Notes), (3) an amount equal to the net
reduction in Investments (other than reductions in Permitted Investments) in any
Person resulting from payments of interest on Indebtedness, dividends,
repayments of loans or advances, or other transfers of assets, in each case to
the Company or any Restricted Subsidiary or from the Net Cash Proceeds from the
sale of any such Investment (except, in each case, to the extent any such
payment or proceeds are included in the calculation of Adjusted Consolidated Net
Income), or from redesignations of Unrestricted Subsidiaries as Restricted
Subsidiaries (valued in each case as provided in the definition of
"Investments"), not to exceed, in each case, the amount of Investments
previously made by the Company or any Restricted Subsidiary in such Person or
Unrestricted Subsidiary and (4) $25 million.

         (b)      Notwithstanding the foregoing Section 4.04(a), the Company may
declare or pay any dividend if (i) the dividend relates to Common Stock that is
listed on a national securities exchange or Nasdaq or the Company's Series A
Convertible Preferred Stock outstanding on the Closing Date; (ii) no Default or
Event of Default has occurred and is continuing; (iii) the Company could have
paid the dividend pursuant to clause (C) of Section 4.04(a); and (iv) the
aggregate amount of dividends paid by the Company in any fiscal year pursuant to
this paragraph (b) does not exceed $5 million.


                                      -39-
<PAGE>   43

         (c)      The restrictions contained in Section 4.04(a) shall not be
violated by reason of: (i) the payment of any dividend within 60 days after the
date of declaration thereof if, at such date of declaration, such payment would
comply with the foregoing paragraph (b); (ii) the redemption, repurchase,
defeasance or other acquisition or retirement for value of Indebtedness that is
subordinated in right of payment to the Notes including premium, if any, and
accrued and unpaid interest, with the proceeds of, or in exchange for,
Indebtedness Incurred under clause (iii) of Section 4.03(b); (iii) the
repurchase, redemption or other acquisition of Capital Stock of the Company (or
options, warrants or other rights to acquire such Capital Stock) in exchange
for, or out of the proceeds of a substantially concurrent offering of, shares of
Capital Stock (other than Redeemable Stock) of the Company; (iv) the making of
any principal payment or the repurchase, redemption, retirement, defeasance or
other acquisition for value of Indebtedness of the Company which is subordinated
in right of payment to the Notes in exchange for, or out of the proceeds of, a
substantially concurrent offering of, shares of the Capital Stock of the Company
(other than Redeemable Stock); (v) payments or distributions, to dissenting
stockholders pursuant to applicable law, pursuant to or in connection with a
consolidation, merger or transfer of assets that complies with Article V; (vi)
the repurchase of shares, or options to purchase shares, of Capital Stock of the
Company from employees, former employees, directors or former directors of the
Company or any of its Subsidiaries (or permitted transferees of such employees,
former employees, directors or former directors), pursuant to the terms of
agreements (including employment agreements) or plans (or amendments thereto)
approved by the Board of Directors under which such persons purchase or sell or
are granted the option to purchase or sell, shares of such stock; provided,
however, that the aggregate amount of such repurchases shall not exceed $2
million in any calendar year (unless such repurchases are made with the proceeds
of insurance policies and the shares of Capital Stock are repurchased from the
executors, administrators, testamentary trustees, heirs, legatees or
beneficiaries) plus the aggregate Net Cash Proceeds from any reissuance during
such calendar year of Capital Stock to employees or directors of the Company or
its Subsidiaries; and provided further, however, that to the extent less than $2
million of repurchases of Capital Stock are paid in any calendar year pursuant
to this clause (vi) (without taking into account repurchases from proceeds of
insurance policies or Net Cash Proceeds from reissuances as described above),
the unused portion may be carried forward and paid in any subsequent calendar
year; (vii) any purchase of any fractional share of Common Stock of the Company
resulting from (A) any dividend or other distribution on outstanding shares of
Common Stock of the Company that is payable in shares of such Common Stock
(including any stock split or subdivision of the outstanding Common Stock of the
Company), (B) any combination of all of the outstanding shares of Common Stock
of the Company, (C) any reorganization or consolidation of the Company or any
merger of the Company with or into any other Person or (D) the conversion of any
securities of the Company into shares of Common Stock of the Company; (viii) the
redemption of any preferred stock purchase rights issued under the Company's
stockholder rights plan at a redemption price of $0.01 per right; or (ix)
Investments in an aggregate amount not to exceed $50 million outstanding at any
time in any Person or Persons the primary business of which is related,
ancillary or complementary to the businesses of the Company and its Restricted
Subsidiaries on the date of such Investment; provided that, except in the case
of clauses (i) and (iii) of this paragraph (c), no Default or Event of Default
shall have occurred and be continuing or occur as a consequence of the actions
or payments set forth therein.


                                      -40-
<PAGE>   44

         (d)      Each Restricted Payment permitted pursuant to paragraphs (b)
and (c) (other than the Restricted Payment referred to in clause (ii) of
paragraph (c), an exchange of Capital Stock for Capital Stock or Indebtedness
referred to in clause (iii) or (iv) of paragraph (c) and repurchases of Capital
Stock with the proceeds of insurance policies referred to in clause (vi) of
paragraph (c)), and the Net Cash Proceeds from any issuance of Capital Stock
referred to in clauses (iii) and (iv) of paragraph (c), shall be included in
calculating whether the conditions of clause (C) of Section 4.04(a) have been
met with respect to any subsequent Restricted Payments. In the event the
proceeds of an issuance of Capital Stock of the Company are used for the
redemption, repurchase or other acquisition of the Notes, or Indebtedness that
is pari passu with the Notes, then the Net Cash Proceeds of such issuance shall
be included in clause (C) of Section 4.04(a) only to the extent such proceeds
are not used for such redemption, repurchase or other acquisition of
Indebtedness.

         Section 4.05.     Limitation on Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries.

                  (a)      The Company will not, and will not permit any
Restricted Subsidiary to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any Restricted Subsidiary to (i) pay dividends or make any other
distributions permitted by applicable law on any Capital Stock of such
Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii) pay any Indebtedness owed to the Company or any other Restricted
Subsidiary, (iii) make loans or advances to the Company or any other Restricted
Subsidiary or (iv) transfer any of its property or assets to the Company or any
other Restricted Subsidiary.

         (b)      The foregoing provisions shall not restrict any encumbrances
or restrictions that: (i) exist in the Bank Credit Agreement, this Indenture,
the Subsidiary Guarantees or any other agreements in effect on the Closing Date,
and any extensions, refinancings, renewals or replacements of such agreements;
provided that the encumbrances and restrictions in any such extensions,
refinancings, renewals or replacements are no less favorable in any material
respect to the Holders than those encumbrances or restrictions that are then in
effect and that are being extended, refinanced, renewed or replaced; (ii) exist
under or by reason of applicable law; (iii) exist with respect to any Person or
the property or assets of such Person acquired by the Company or any Restricted
Subsidiary, existing at the time of such acquisition and not incurred in
contemplation thereof, which encumbrances or restrictions are not applicable to
any Person or the property or assets of any Person other than such Person or the
property or assets of such Person so acquired; (iv) in the case of clause (iv)
of Section 4.05(a), (A) restrict in a customary manner the subletting,
assignment or transfer of any property or asset that is a lease, license,
conveyance or contract or similar property or asset, (B) exist by virtue of any
transfer of, agreement to transfer, option or right with respect to, or Lien on,
any property or assets of the Company or any Restricted Subsidiary not otherwise
prohibited by this Indenture or (C) arise or are agreed to in the ordinary
course of business, not relating to any Indebtedness, and that do not,
individually or in the aggregate, detract from the value of property or assets
of the Company or any Restricted Subsidiary in any manner material to the
Company or any Restricted Subsidiary;


                                      -41-
<PAGE>   45

(v) with respect to a Restricted Subsidiary, are imposed pursuant to an
agreement that has been entered into for the sale or disposition of all or
substantially all of the Capital Stock of, or property and assets of, such
Restricted Subsidiary; or (vi) exist under a Receivables Program; provided that
the encumbrances and restrictions in such Receivables Program are no less
favorable in any material respect to the Holders than the encumbrances and
restrictions in the Bank Credit Agreement. Nothing contained in this Section
4.05 shall prevent the Company or any Restricted Subsidiary from (1) creating,
incurring, assuming or suffering to exist any Liens otherwise permitted by the
Section 4.09 or (2) restricting the sale or other disposition of property or
assets of the Company or any of its Restricted Subsidiaries that secure
Indebtedness of the Company or any of its Restricted Subsidiaries.

         Section 4.06.     Limitation on the Issuance and Sale of Capital Stock
of Restricted Subsidiaries. The Company will not sell, and will not permit any
Restricted Subsidiary, directly or indirectly, to issue or sell, any shares of
Capital Stock of a Restricted Subsidiary (including options, warrants or other
rights to purchase shares of such Capital Stock) except for (i) issuances or
sales to the Company or a Wholly Owned Restricted Subsidiary; (ii) issuances of
director's qualifying shares or sales to foreign nationals of shares of Capital
Stock of foreign Restricted Subsidiaries, to the extent required by applicable
law; or (iii) issuances or sales of Common Stock of a Restricted Subsidiary if
such issuance or sale complies with Section 4.10 (including the application of
any Net Cash Proceeds received in such transaction in accordance with clause
(i)(A) or (B) of Section 4.10(b) thereof). Notwithstanding the foregoing, if,
immediately after giving effect to such issuance or sale, such Restricted
Subsidiary would no longer constitute a Restricted Subsidiary, any Investment in
such Person remaining after giving effect to such issuance or sale would have
been permitted to be made under Section 4.04, if made on the date of such
issuance or sale.

         Section 4.07.     Limitation on Issuances of Guarantees by Restricted
Subsidiaries.

                  (a)      The Company will not permit any Restricted
Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company
("Guaranteed Indebtedness"), unless (i) such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture to this Indenture
providing for a Subsidiary Guarantee of payment of the Notes by such Restricted
Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner
whatsoever claim or take the benefit or advantage of, any rights of
reimbursement, indemnity or subrogation or any other rights against the Company
or any other Restricted Subsidiary as a result of any payment by such Restricted
Subsidiary under its Subsidiary Guarantee; provided that this paragraph (a)
shall not be applicable to any Guarantee of any Restricted Subsidiary (A) that
existed at the time such Person became a Restricted Subsidiary and was not
Incurred in connection with, or in contemplation of, such Person becoming a
Restricted Subsidiary or (B) of the Indebtedness Incurred under the Bank Credit
Agreement. If the Guaranteed Indebtedness is (x) pari passu with the Notes, then
the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or
subordinated to, the Subsidiary Guarantee or (y) subordinated to the Notes, then
the Guarantee of such Guaranteed Indebtedness shall be subordinated to the
Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is
subordinated to the Notes.


                                      -42-
<PAGE>   46

         (b)      Notwithstanding Section 4.07(a), any Subsidiary Guarantee by a
Restricted Subsidiary may provide by its terms that it shall be automatically
and unconditionally released and discharged (i) in connection with any sale or
other disposition of all or substantially all of the assets of that Guarantor to
a third party other than the Company or an Affiliate of the Company (including
by way of merger or consolidation), if the Company applies the Net Cash Proceeds
of that sale or other disposition in accordance with the applicable provisions
of this Indenture; (ii) in connection with any sale of all the Capital Stock of
a Guarantor, if the Company applies the Net Cash Proceeds of that sale in
accordance with the applicable provisions of this Indenture; (iii) if the
Company designates any Restricted Subsidiary that is a Guarantor as an
Unrestricted Subsidiary in accordance with this Indenture; (iv) in connection
with the merger or dissolution of a Guarantor into the Company or another
Guarantor; or (v) upon the legal defeasance of the Notes as described under
Article VIII.

         Section 4.08.     Limitation on Transactions with Stockholders and
Affiliates.

                           (a)      The Company will not, and will not permit
any Restricted Subsidiary to, directly or indirectly, enter into, renew or
extend any transaction (including, without limitation, the purchase, sale, lease
or exchange of property or assets, or the rendering of any service) with any
holder (or any Affiliate of such holder) of 5% or more of any class of Capital
Stock of the Company or with any Affiliate of the Company or any Restricted
Subsidiary, except upon fair and reasonable terms no less favorable to the
Company or such Restricted Subsidiary than could be obtained, at the time of
such transaction or, if such transaction is pursuant to a written agreement, at
the time of the execution of the agreement providing therefor, in a comparable
arm's-length transaction with a Person that is not such a holder or an
Affiliate.

         (b)      The provisions of Section 4.08(a) do not limit, and shall not
apply to (i) transactions (A) approved by a majority of the disinterested
members of the Board of Directors, (B) for which the Company or a Restricted
Subsidiary delivers to the Trustee a written opinion of a nationally recognized
investment banking firm stating that the transaction is fair to the Company or
such Restricted Subsidiary from a financial point of view or (C) involving
consideration of $1 million or less; (ii) any transaction solely between the
Company and any of its Wholly Owned Restricted Subsidiaries or solely between
Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and
customary regular fees to directors of the Company who are not employees of the
Company; (iv) any payments or other transactions pursuant to any tax-sharing
agreement between the Company and any other Person with which the Company files
a consolidated tax return or with which the Company is part of a consolidated
group for tax purposes; (v) any issuance of securities or other payments, awards
or grants in cash, securities or otherwise pursuant to, or the funding of,
employment arrangements, stock options and stock ownership plans or incentive
plans approved by the Board of Directors; or (vi) any Restricted Payments not
prohibited by Section 4.04. Notwithstanding the foregoing, any transaction
covered by Section 4.08(a) and not covered by clauses (ii) through (iv) of this
paragraph, the aggregate amount of which exceeds $10 million in value, must be
approved or determined to be fair in the manner provided for in clause (i)(A) or
(B) above.


                                      -43-
<PAGE>   47

         Section 4.09.     Limitation on Liens. The Company will not, and will
not permit any Restricted Subsidiary to, directly or indirectly, create, incur,
assume or suffer to exist any Lien securing Indebtedness on any of its assets or
properties of any character, or any shares of Capital Stock or Indebtedness of
any Restricted Subsidiary, now owned or hereafter acquired, or any income or
profits therefrom or assign or convey any right to receive income therefrom,
except Permitted Liens, without providing that the Notes shall be secured
equally and ratably with (or prior to) the obligations so secured for so long as
such obligations are so secured.


         Section 4.10.     Limitation on Asset Sales.

                           (a)      The Company will not, and will not permit
any Restricted Subsidiary to, consummate any Asset Sale, unless (i) the
consideration received by the Company or such Restricted Subsidiary is at least
equal to the fair market value of the assets sold or disposed of, (ii) at least
85% of the consideration received consists of cash or Temporary Cash Investments
and (iii) such Asset Sale complies, as applicable, with the restrictions
described in Section 4.12.

                           (b)      In the event and to the extent that the Net
Cash Proceeds received by the Company or any of its Restricted Subsidiaries from
one or more Asset Sales occurring on or after the Closing Date in any period of
12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets
(determined as of the date closest to the commencement of such 12-month period
for which a consolidated balance sheet of the Company and its subsidiaries has
been filed pursuant to Section 4.19), then the Company shall or shall cause the
relevant Restricted Subsidiary to (i) within 12 months after the date Net Cash
Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets (A)
apply an amount equal to such excess Net Cash Proceeds to permanently repay
Senior Indebtedness of the Company or a Guarantor or Indebtedness of any
Restricted Subsidiary that is not a Guarantor, in each case owing to a Person
other than the Company or any of its Restricted Subsidiaries or (B) invest an
equal amount, or the amount not so applied pursuant to clause (A) (or enter into
a definitive agreement committing to so invest within 12 months after the date
of such agreement), in property or assets (other than current assets) of a
nature or type, or that are used in a business (or in a company having property
and assets of a nature or type, or engaged in a business) similar or related to
the nature or type of the property and assets of, or the business of, the
Company and its Restricted Subsidiaries existing on the date of such investment
and (ii) apply (no later than the end of the 12-month period referred to in
clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to
clause (i)) as provided in paragraphs (c) and (d) of this Section 4.10. The
amount of such excess Net Cash Proceeds required to be applied (or to be
committed to be applied) during such 12-month period as set forth in clause (i)
of the preceding sentence and not applied as so required by the end of such
period shall constitute "Excess Proceeds."

         (c)      Notwithstanding the foregoing, to the extent that any or all
of the Net Cash Proceeds of any Asset Sale of assets based outside the United
States are prohibited or delayed by applicable local law from being repatriated
to the United States and such Net Cash Proceeds are not actually applied in
accordance with Sections 4.10(a) and (b), the Company shall not be


                                      -44-
<PAGE>   48

required to apply the portion of such Net Cash Proceeds so effected but may
permit the applicable Restricted Subsidiaries to retain such portion of the Net
Cash Proceeds so long, but only so long, as the applicable local law will not
permit repatriation to the United States (the Company hereby agreeing to cause
the applicable Restricted Subsidiary to promptly take all actions required by
the applicable local law to permit such repatriation) and once such repatriation
of any such affected Net Cash Proceeds is permitted under the applicable local
law, such repatriation will be immediately effected and such repatriated Net
Cash Proceeds will be applied in the manner set forth in this Section 4.10 as if
the Asset Sale had occurred on such date; provided that to the extent that the
Company has determined in good faith that repatriation of any or all of the Net
Cash Proceeds of such Asset Sale would have a material adverse tax cost
consequence, the Net Cash Proceeds so affected may be retained by the applicable
Restricted Subsidiary for so long as such material adverse tax cost event would
continue.

         (d)      If, as of the first day of any calendar month, the aggregate
amount of Excess Proceeds not theretofore subject to an Offer to Purchase
pursuant to this Section 4.10 totals at least $10 million, the Company must
commence, not later than the 15th Business Day of such month, and consummate an
Offer to Purchase from the Holders on a pro rata basis an aggregate principal
amount of Notes equal to the Excess Proceeds on such date, at a purchase price
equal to 101% of the principal amount of the Notes, plus, in each case, accrued
interest (if any) to the date of purchase.

         Section 4.11.     Limitation on Sale/Leaseback Transactions. The
Company will not, and will not permit any Restricted Subsidiary to, enter into
any Sale/Leaseback Transaction with respect to any property unless (i) the
Company or such Restricted Subsidiary would be entitled to Incur Indebtedness in
an amount equal to the Attributable Debt with respect to such Sale/Leaseback
Transaction under Section 4.03; (ii) the net proceeds received by the Company or
any Restricted Subsidiary in connection with such Sale/Leaseback Transaction are
at least equal to the fair market value (as determined by the Board of
Directors) of such property; and (iii) the transfer of assets in such
Sale/Leaseback Transaction is permitted by, and the Company applies the proceeds
of such transaction in compliance with, Section 4.10.

         Section 4.12.     Additional Subsidiary Guarantees.

         (a)      If any Guarantor transfers or causes to be transferred, in one
transaction or a series of related transactions, any property, or if the Company
or any Restricted Subsidiary transfers or causes to be transferred, in one
transaction or a series of related transactions, any property of any Guarantor
held by such Guarantor as of the Closing Date (other than (A) the transfer of
accounts receivable or payment intangibles pursuant to a Receivables Program or
(B) customary sales of inventory upon fair and reasonable terms) to any
Restricted Subsidiary (other than a Foreign Subsidiary) that is not a Guarantor,
or if any Guarantor shall organize, acquire or otherwise invest in another
Restricted Subsidiary (other than a Foreign Subsidiary) after the Closing Date,
then such transferee or acquired or other Restricted Subsidiary shall (i)
execute and deliver to the Trustee a supplemental indenture in form reasonably
satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall
unconditionally guarantee on a senior unsubordinated basis all of the Company's
obligations under the Notes and this Indenture on the terms set forth


                                      -45-
<PAGE>   49

herein and (ii) deliver to the Trustee an opinion of counsel that such
supplemental indenture has been duly authorized, executed and delivered by such
Restricted Subsidiary and constitutes a legal, valid, binding and enforceable
obligation of such Restricted Subsidiary. Thereafter, such Restricted Subsidiary
shall be a Guarantor for all purposes of this Indenture.

         (b)      Notwithstanding anything in the foregoing paragraph 4.12(a) to
the contrary, if the Company or any Guarantor transfers property to, organizes
or invests in a domestic Restricted Subsidiary solely for transfer to a Foreign
Subsidiary, such domestic Restricted Subsidiary shall not be required to become
a Guarantor solely by reason of such transfer.

         Section 4.13.     Repurchase of Notes upon a Change of Control.
Following a Change of Control, the Company must commence, within 30 days after
the occurrence of such Change of Control, and consummate an Offer to Purchase
for all Notes then outstanding, at a purchase price equal to 101% of the
principal amount thereof, plus accrued interest (if any) to the date of
purchase.

         Section 4.14.     Existence. Subject to Articles IV and V of this
Indenture, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and the existence of
each of its Restricted Subsidiaries in accordance with the respective
organizational documents of the Company and each such Restricted Subsidiary and
the rights (whether pursuant to charter, partnership certificate, agreement,
statute or otherwise), material licenses and franchises of the Company and each
such Restricted Subsidiary; provided that the Company shall not be required to
preserve any such right, license or franchise, or the existence of any
Restricted Subsidiary, if the maintenance or preservation thereof is no longer
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries taken as a whole.

         Section 4.15.     Payment of Taxes and Other Claims. The Company will
pay or discharge and shall cause each of its Subsidiaries to pay or discharge,
or cause to be paid or discharged, before the same shall become delinquent (i)
all material taxes, assessments and governmental charges levied or imposed upon
(a) the Company or any such Subsidiary, (b) the income or profits of any such
Subsidiary which is a corporation or (c) the property of the Company or any such
Subsidiary and (ii) all material lawful claims for labor, materials and supplies
that, if unpaid, might by law become a lien upon the property of the Company or
any such Subsidiary; provided that the Company shall not be required to pay or
discharge, or cause to be paid or discharged, any such tax, assessment, charge
or claim the amount, applicability or validity of which is being contested in
good faith by appropriate proceedings and for which adequate reserves have been
established.

         Section 4.16.     Maintenance of Properties and Insurance. The Company
will cause all properties used or useful in the conduct of its business or the
business of any of its Restricted Subsidiaries, to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and


                                      -46-
<PAGE>   50

advantageously conducted at all times; provided that nothing in this Section
4.16 shall prevent the Company or any such Subsidiary from discontinuing the
use, operation or maintenance of any of such properties or disposing of any of
them, if such discontinuance or disposal is, in the judgment of the Company,
desirable in the conduct of the business of the Company or such Subsidiary.

         The Company will provide or cause to be provided, for itself and its
Restricted Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds customarily insured against by corporations
similarly situated and owning like properties, including, but not limited to,
products liability insurance and public liability insurance, with reputable
insurers or with the government of the United States of America, or an agency or
instrumentality thereof, in such amounts, with such deductibles and by such
methods as shall be customary for corporations similarly situated in the
industry in which the Company or such Restricted Subsidiary, as the case may be,
is then conducting business.

         Section 4.17. Notice of Defaults. In the event that the Company becomes
aware of any Default or Event of Default, the Company, promptly after it becomes
aware thereof, will give written notice thereof to the Trustee.

         Section 4.18.     Compliance Certificates.

                           (a)      The Company shall deliver to the Trustee,
within 45 days after the end of each fiscal quarter (90 days after the end of
the last fiscal quarter of each year), an Officers' Certificate stating whether
or not the signers know of any Default or Event of Default that occurred during
such fiscal quarter. In the case of the Officers' Certificate delivered within
90 days of the end of the Company's fiscal year, such certificate shall contain
a certification from the principal executive officer, principal financial
officer or principal accounting officer that a review has been conducted of the
activities of the Company and its Restricted Subsidiaries and the Company's and
its Restricted Subsidiaries' performance under this Indenture and that the
Company has complied with all conditions and covenants under this Indenture. For
purposes of this Section 4.18, such compliance shall be determined without
regard to any period of grace or requirement of notice provided under this
Indenture. If they do know of such a Default or Event of Default, the
certificate shall describe any such Default or Event of Default and its status.
The first certificate to be delivered pursuant to this Section 4.18(a) shall be
for the first fiscal quarter beginning after the execution of this Indenture.

         (b)      The Company shall deliver to the Trustee, within 90 days after
the end of the Company's fiscal year, a certificate signed by the Company's
independent certified public accountants stating (i) that their audit
examination has included a review of the terms of this Indenture and the Notes
as they relate to accounting matters, (ii) that they have read the most recent
Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this
Section 4.18 and (iii) whether, in connection with their audit examination,
anything came to their attention that caused them to believe that the Company
was not in compliance with any of the terms, covenants, provisions or conditions
of Article IV and Section 5.01 of this Indenture as they pertain to accounting
matters and, if any Default or Event of Default has come to their attention,


                                      -47-
<PAGE>   51

specifying the nature and period of existence thereof; provided that such
independent certified public accountants shall not be liable in respect of such
statement by reason of any failure to obtain knowledge of any such Default or
Event of Default that would not be disclosed in the course of an audit
examination conducted in accordance with generally accepted auditing standards
in effect at the date of such examination.

         Section 4.19.     Commission Reports and Reports to Holders. Whether or
not the Company is required to file reports with the Commission, for so long as
any Notes are outstanding, the Company shall file with the Commission all annual
reports and other information, documents and other reports as it would be
required to file with the Commission by Sections 13 or 15(d) under the Exchange
Act if it were subject thereto at the times specified for the filings of such
information, documents and reports under such Sections. The Company shall supply
to the Trustee and each Holder or shall supply to the Trustee for forwarding to
each such Holder, without cost to such Holder, copies of such reports and other
information as required by the TIA. The Company also shall comply with the other
provisions of TIA Section 314(a).

         Section 4.20.     Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law
that would prohibit or forgive the Company from paying all or any portion of the
principal of, premium, if any, or interest on the Notes as contemplated herein,
wherever enacted, now or at any time hereafter in force, or that may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) the Company hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.


                                    ARTICLE V

                              SUCCESSOR CORPORATION

         Section 5.01.     When Company May Merge, Etc. The Company will not
consolidate with, merge with or into, or sell, convey, transfer, lease or
otherwise dispose of all or substantially all of its property and assets (as an
entirety or substantially an entirety in one transaction or a series of related
transactions) to, any Person or permit any Person to merge with or into the
Company unless:

                  (i)      the Company shall be the continuing Person, or the
         Person (if other than the Company) formed by such consolidation or into
         which the Company is merged or that acquired or leased such property
         and assets of the Company shall be a corporation organized and validly
         existing under the laws of the United States of America or any
         jurisdiction thereof and shall expressly assume, by a supplemental
         indenture, executed and delivered to the Trustee, all of the
         obligations of the Company on all of the Notes and under this
         Indenture;


                                      -48-
<PAGE>   52

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

                  (iii)    immediately after giving effect to such transaction
         on a pro forma basis, the Company or any Person becoming the successor
         obligor of the Notes shall have a Consolidated Net Worth equal to or
         greater than the Consolidated Net Worth of the Company immediately
         prior to such transaction;

                  (iv)     immediately after giving effect to such transaction
         on a pro forma basis the Company, or any Person becoming the successor
         obligor of the Notes, as the case may be, could Incur at least $1.00 of
         Indebtedness under Section 4.03(a); provided that this clause (iv)
         shall not apply to a consolidation or merger with or into a Wholly
         Owned Restricted Subsidiary with a positive net worth; provided further
         that, in connection with any such merger or consolidation, no
         consideration (other than Common Stock in the surviving Person or the
         Company) shall be issued or distributed to the stockholders of the
         Company; and

                  (v)      the Company delivers to the Trustee an Officers'
         Certificate (attaching the arithmetic computations to demonstrate
         compliance with clauses (iii) and (iv) of this Section 5.01) and an
         Opinion of Counsel, in each case stating that such consolidation,
         merger or transfer and such supplemental indenture complies with this
         provision and that all conditions precedent provided for herein
         relating to such transaction have been complied with;

provided, however, that clauses (iii) and (iv) above do not apply if, in the
good faith determination of the Board of Directors of the Company, whose
determination shall be evidenced by a Board Resolution, the principal purpose of
such transaction is to change the state of incorporation of the Company; and
provided further that any such transaction shall not have as one of its purposes
the evasion of the foregoing limitations.

         Section 5.02.     Successor Substituted. Upon any consolidation or
merger, or any sale, conveyance, transfer, lease or other disposition of all or
substantially all of the property and assets of the Company in accordance with
Section 5.01, the successor Person formed by such consolidation or into which
the Company is merged or to which such sale, conveyance, transfer, lease or
other disposition is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein;
provided that the Company shall not be released from its obligation to pay the
principal of, premium, if any, or interest on the Notes in the case of a lease
of all or substantially all of its property and assets.


                                      -49-
<PAGE>   53

                                   ARTICLE VI

                              DEFAULT AND REMEDIES

         Section 6.01.     Events of Default. An "Event of Default" shall occur
with respect to the Notes if:

         (a)      the Company defaults in the payment of the principal of (or
premium, if any, on) any Note when the same becomes due and payable at maturity,
upon acceleration, redemption or otherwise;

         (b)      the Company defaults in the payment of interest on any Note
when the same becomes due and payable, and such default continues for a period
of 30 days;

         (c)      the Company defaults in the performance of, or breaches the
provisions of, Article V or fails to make or consummate an Offer to Purchase in
accordance with Section 4.10 or 4.13;

         (d)      the Company defaults in the performance of or breaches any
other covenant or agreement of the Company in this Indenture or under the Notes
(other than a default specified in Sections 6.01(a), (b) or (c) above) and such
default or breach continues for a period of 30 consecutive days after written
notice to the Company by the Trustee or the Holders of 25% or more in aggregate
principal amount of the Notes;

         (e)      there occurs with respect to any issue or issues of
Indebtedness of the Company or any Significant Subsidiary having an outstanding
principal amount of $10 million or more in the aggregate for all such issues of
all such Persons, whether such Indebtedness now exists or shall hereafter be
created, (i) an event of default that has caused the holder thereof to declare
such Indebtedness to be due and payable prior to its Stated Maturity and such
Indebtedness has not been discharged in full or such acceleration has not been
rescinded or annulled within 30 days of such acceleration or (ii) the failure to
make a principal payment at the final (but not any interim) fixed maturity and
such defaulted payment shall not have been made, waived or extended within 30
days of such payment default;

         (f)      any final judgment or order (not covered by insurance) for the
payment of money in excess of $10 million in the aggregate for all such final
judgments or orders against all such Persons (treating any deductibles,
self-insurance or retention as not so covered) shall be rendered against the
Company or any Significant Subsidiary and shall not be paid or discharged, and
there shall be any period of 30 consecutive days following entry of the final
judgment or order that causes the aggregate amount for all such final judgments
or orders outstanding and not paid or discharged against all such Persons to
exceed $10 million during which a stay of enforcement of such final judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect;

         (g)      a court having jurisdiction in the premises enters a decree or
order for (i) relief in respect of the Company or any Significant Subsidiary in
an involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, (ii) appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official


                                      -50-
<PAGE>   54

of the Company or any Significant Subsidiary or for all or substantially all of
the property and assets of the Company or any Significant Subsidiary or (iii)
the winding up or liquidation of the affairs of the Company or any Significant
Subsidiary and, in each case, such decree or order shall remain unstayed and in
effect for a period of 30 consecutive days;

         (h)      the Company or any Significant Subsidiary (i) commences a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or consents to the entry of an order for relief in
an involuntary case under any such law, (ii) consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any Significant Subsidiary or
for all or substantially all of the property and assets of the Company or any
Significant Subsidiary or (iii) effects any general assignment for the benefit
of creditors; or

         (i)      any Subsidiary Guarantee ceases to be in full force and effect
or any Subsidiary Guarantee is declared to be null and void and unenforceable or
any Subsidiary Guarantee is found to be invalid or any Guarantor denies its
liability under its Subsidiary Guarantee (other than by reason of release of a
Subsidiary Guarantee in accordance with the terms of this Indenture) and such
condition has continued for a period of 30 days after written notice of such
failure requiring the Guarantor and the Company to remedy the same has been
given (x) to the Company by the Trustee or (y) to the Company and the Trustee by
the Holders of 25% or more in aggregate principal amount of the Notes then
outstanding.

         Section 6.02.     Acceleration. If an Event of Default (other than an
Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with
respect to the Company) occurs and is continuing under this Indenture, the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Notes then outstanding, by written notice to the Company (and to the Trustee if
such notice is given by the Holders), may, and the Trustee, at the request of
such Holders, shall, declare the principal of, premium, if any, and accrued
interest on the Notes to be immediately due and payable. Upon a declaration of
acceleration, such principal of, premium, if any, and accrued interest shall be
immediately due and payable. In the event of a declaration of acceleration
because an Event of Default set forth in clause (e) of Section 6.01 has occurred
and is continuing, such declaration of acceleration shall be automatically
rescinded and annulled if the event of default triggering such Event of Default
pursuant to clause (e) shall be remedied or cured by the Company or the relevant
Significant Subsidiary or waived by the holders of the relevant Indebtedness
within 60 days after the declaration of acceleration with respect thereto. If an
Event of Default specified in clause (g) or (h) of Section 6.01 occurs with
respect to the Company, the principal of, premium, if any, and accrued interest
on the Notes then outstanding shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.

         At any time after such a declaration of acceleration, but before a
judgment or decree for the payment of the money due has been obtained by the
Trustee, the Holders of at least a majority in principal amount of the
outstanding Notes by written notice to the Company and to the Trustee, may waive
all past Defaults and rescind and annul such declaration of acceleration and its
consequences if (i) all existing Events of Default, other than the non-payment
of the
                                      -51-
<PAGE>   55

principal of, premium, if any, and accrued interest on the Notes that have
become due solely by such declaration of acceleration, have been cured or waived
and (ii) the rescission would not conflict with any judgment or decree of a
court of competent jurisdiction.

         Section 6.03.     Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of principal of, premium, if any, or interest
on the Notes or to enforce the performance of any provision of the Notes or this
Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding.

         Section 6.04.     Waiver of Past Defaults. Subject to Sections 6.02,
6.07 and 9.02, the Holders of at least a majority in principal amount of the
outstanding Notes, by notice to the Trustee, may waive an existing Default or
Event of Default and its consequences, except a Default in the payment of
principal of, premium, if any, or interest on any Note as specified in clause
(a) or (b) of Section 6.01 or in respect of a covenant or provision of this
Indenture which cannot be modified or amended without the consent of the holder
of each outstanding 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 Event of Default or impair any
right consequent thereto.

         Section 6.05. Control by Majority. The Holders of at least a majority
in aggregate principal amount of the outstanding Notes may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee; provided that
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture, that may involve the Trustee in personal liability, or that the
Trustee determines in good faith may be unduly prejudicial to the rights of
Holders of Notes not joining in the giving of such direction; and provided
further that the Trustee may take any other action it deems proper that is not
inconsistent with any such direction received from Holders of Notes pursuant to
this Section 6.05.

         Section 6.06.     Limitation on Suits. A Holder may not institute any
proceeding, judicial or otherwise, with respect to this Indenture or the Notes,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

                  (i)      the Holder has previously given to the Trustee
         written notice of a continuing Event of Default;

                  (ii)     the Holders of at least 25% in aggregate principal
         amount of outstanding Notes shall have made written request to the
         Trustee to pursue the remedy;

                  (iii)    such Holder or Holders have offered to the Trustee
         indemnity satisfactory to the Trustee against any costs, liabilities or
         expenses to be incurred in compliance with such request;


                                      -52-
<PAGE>   56


                  (iv)     the Trustee for 60 days after its receipt of such
         notice, request and offer of indemnity has failed to comply with such
         request; and

                  (v)      during such 60-day period, the Holders of a majority
         in aggregate principal amount of the outstanding Notes have not given
         the Trustee a direction that is inconsistent with such written request.

         For purposes of Section 6.05 and this Section 6.06, the Trustee shall
comply with TIA Section 316(a) in making any determination of whether the
Holders of the required aggregate principal amount of outstanding Notes have
concurred in any request or direction of the Trustee to pursue any remedy
available to the Trustee or the Holders with respect to this Indenture or the
Notes or otherwise under the law.

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

         The limitations set forth in this Section 6.06 shall not apply to the
right of any Holder of a Note to receive payment of the principal of, premium,
if any, or interest on, such Note or to bring suit for the enforcement of any
such payment, on or after the due date expressed in the Notes, which right shall
not be impaired or affected without the consent of the Holder.

         Section 6.07.     Rights of Holders to Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal of, premium, if any, or interest on such Holder's
Note on or after the respective due dates expressed on such Note, or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

         Section 6.08.     Collection Suit by Trustee. If an Event of Default in
payment of principal, premium or interest specified in clauses (a) or (b) of
Section 6.01 occurs and is continuing, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company or any other
obligor of the Notes for the whole amount of principal, premium, if any, and
accrued interest remaining unpaid, together with interest on overdue principal,
premium, if any, and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate specified
in the Notes, 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 may
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07) and the Holders allowed in any judicial proceedings relative to
the Company (or any other obligor of the Notes), its creditors or its property
and shall be entitled and empowered to collect and receive any monies,
securities or other property payable or deliverable upon conversion or exchange
of the Notes or upon any such claims and to distribute


                                      -53-
<PAGE>   57

the same, and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event
that the Trustee 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 agent and
counsel, and any other amounts due the Trustee under Section 7.07. Nothing
herein contained shall be deemed to empower 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 thereof, or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding.

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

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

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

         Third: to the Company or any other obligors of the Notes, as their
interests may appear, or as a court of competent jurisdiction may direct.

         The Trustee, upon prior written notice to the Company, 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 Trustee, a court may
require any party litigant in such suit to file an undertaking to pay the costs
of the suit, and the court 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 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 of this Indenture, or a suit by Holders of more than
10% in principal amount of the outstanding Notes.

         Section 6.12.     Restoration of Rights and Remedies. If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then,
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Company, the Trustee and the Holders shall continue as though no
such proceeding had been instituted.


                                      -54-
<PAGE>   58

         Section 6.13.     Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or wrongfully taken Notes in Section 2.09, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

         Section 6.14.     Delay or Omission Not Waiver. No delay or omission of
the Trustee or of any Holder to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver of
any such Event of Default or an acquiescence therein. Every right and remedy
given by this Article VI or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.


                                   ARTICLE VII

                                     TRUSTEE

         Section 7.01.     General. The duties and responsibilities of the
Trustee shall be as provided by the TIA and as set forth herein. Notwithstanding
the foregoing, no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it. Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Article VII. If an Event of Default has occurred and is
continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in their exercise as a
prudent Person would exercise or use under the circumstances in the conduct of
such Person's own affairs.

         Section 7.02.     Certain Rights of Trustee. Subject to TIA Sections
315(a) through (d):

                  (i)      the Trustee may rely and shall be protected in acting
         or refraining from acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, other evidence of indebtedness or other
         paper or document believed by it to be genuine and to have been signed
         or presented by the proper person. The Trustee need not investigate any
         fact or matter stated in the document;

                  (ii)     before the Trustee acts or refrains from acting, it
         may require an Officers' Certificate or an Opinion of Counsel, which
         shall conform to Section 11.04. The Trustee


                                      -55-
<PAGE>   59

         shall not be liable for any action it takes or omits to take in good
         faith in reliance on such certificate or opinion;

                  (iii)    the Trustee may act through its attorneys and agents
         and shall not be responsible for the misconduct or negligence of any
         agent appointed with due care;

                  (iv)     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 reasonable security or indemnity against
         the costs, expenses and liabilities that might be incurred by it in
         compliance with such request or direction;

                  (v)      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 its rights or powers or for any action it takes or omits to
         take in accordance with the direction of the Holders of a majority in
         principal amount of the Outstanding Notes relating to the time, method
         and place of conducting any proceeding for any remedy available to the
         Trustee, or exercising any trust or power conferred upon the Trustee,
         under this Indenture; provided that the Trustee's conduct does not
         constitute negligence or bad faith;

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

                  (vii)    the Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Trustee, in its
         discretion, may make such further inquiry or investigation into such
         facts or matters as it may see fit, and, if the Trustee shall determine
         to make such further inquiry or investigation, it shall be entitled to
         examine the books, records and premises of the Company personally or by
         agent or attorney;

                  (viii)   the Trustee is not required to give any bond or
         surety with respect to the performance of its duties or the exercise of
         its powers under this Indenture;

                  (ix)     the Trustee's immunities and protections from
         liability and its rights to compensation and indemnification in
         connection with the performance of its duties under this Indenture
         shall extend to the Trustee's officers, directors, agents and
         employees. Such immunities and protections and right to
         indemnification, together with the Trustee's right of compensation,
         shall survive the Trustee's resignation or removal and final payment of
         the Notes; and

                  (x)      the Trustee may consult with counsel (who may, but
         need not be, counsel to the Company) and the opinion of such counsel
         shall be full and complete authorization


                                      -56-
<PAGE>   60

         and protection in respect of any action taken or suffered by the
         Trustee hereunder in good faith and in accordance with the opinion of
         such counsel.

         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 its Affiliates with the same rights it
would have if it were not the Trustee. Any Agent may do the same with like
rights. However, the Trustee is subject to TIA Sections 310(b) and 311.

         Section 7.04.     Trustee's Disclaimer. The Trustee (i) makes no
representation as to the validity or adequacy of this Indenture or the Notes,
(ii) shall not be accountable for the Company's use or application of the
proceeds from the Notes and (iii) shall not be responsible for any statement in
the Notes other than its certificate of authentication.

         Section 7.05.     Notice of Default. If any Default or any Event of
Default occurs and is continuing and if such Default or Event of Default is
known to a Responsible Officer of the Trustee, the Trustee shall mail to each
Holder in the manner and to the extent provided in TIA Section 313(c) notice of
the Default or Event of Default within 90 days after it occurs, unless such
Default or Event of Default has been cured; provided, however, that, except in
the case of a default in the payment of the principal of, premium, if any, or
interest on any Note, the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interest of the Holders.

         Section 7.06.     Reports by Trustee to Holders. Within 60 days after
each April 1, beginning with the April 1 following the date of this Indenture,
the Trustee shall mail to each Holder a brief report dated as of such April 1
that complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within the 12 months preceding the reporting date, no report
need be transmitted). The Trustee also shall comply with TIA Section 313(b). The
Trustee shall also transmit by mail all reports as required by TIA Section
313(c).

         A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the Commission and each
stock exchange (if any) on which the Notes are listed, in accordance with TIA
Section 313(d). The Company shall promptly notify the Trustee whenever the Notes
become listed on any stock exchange or of any delisting therefrom.

         Section 7.07.     Compensation and Indemnity. The Company shall pay to
the Trustee such compensation as shall be agreed upon in writing for its
services. The compensation of the Trustee shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses and advances
incurred or made by the Trustee. Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel.

         The Company shall indemnify the Trustee for, and hold it harmless
against, any loss or liability or expense incurred by it without negligence or
bad faith on its part in connection with the acceptance or administration of
this Indenture and its duties under this Indenture and the Notes, including the
costs and expenses of defending itself against any claim or liability and of

                                      -57-
<PAGE>   61

complying with any process served upon it or any of its officers in connection
with the exercise or performance of any of its powers or duties under this
Indenture and the Notes.

         To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Notes on all money or property held or
collected by the Trustee, in its capacity as Trustee, except money or property
held in trust to pay principal of, premium, if any, and interest on particular
Notes.

         If the Trustee incurs expenses or renders services after the occurrence
of an Event of Default specified in clause (f) or (g) of Section 6.01, the
expenses and the compensation for the services will be intended to constitute
expenses of administration under Title 11 of the United States Bankruptcy Code
or any applicable federal or state law for the relief of debtors.

         The Trustee shall comply with the provisions of TIA Section 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 at any time by so notifying the Company in
writing at least 30 days prior to the date of the proposed resignation. The
Holders of a majority in principal amount of the outstanding Notes may remove
the Trustee by so notifying the Trustee in writing and may appoint a successor
Trustee with the consent of the Company. The Company may remove the Trustee if:
(i) the Trustee is no longer eligible under Section 7.10; (ii) the Trustee is
adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer
takes charge of the Trustee or its property; or (iv) 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 principal amount of the outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company. If
the successor Trustee does not deliver its written acceptance required by the
next succeeding paragraph of this Section 7.08 within 30 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders
of a majority in principal amount of the outstanding Notes may petition any
court of competent jurisdiction for 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. Immediately after the
delivery of such written acceptance, subject to the lien provided in Section
7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee
to the successor Trustee, (ii) the resignation or removal of the retiring
Trustee shall become effective and (iii) the successor Trustee shall have all
the rights, powers and duties of the Trustee under this Indenture. A successor
Trustee shall mail notice of its succession to each Holder.


                                      -58-
<PAGE>   62

         If the Trustee is no longer eligible under Section 7.10, any Holder who
satisfies the requirements of TIA Section 310(b) may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

         The Company shall give notice of any resignation and any removal of the
Trustee and each appointment of a successor Trustee to all Holders. Each notice
shall include the name of the successor Trustee and the address of its Corporate
Trust Office.

         Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligation 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 with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act shall be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee
herein.

         Section 7.10.     Eligibility; Disqualification. This Indenture shall
always have a Trustee who satisfies the requirements of TIA Section 310(a). The
Trustee shall have a combined capital and surplus of at least $25 million as set
forth in its most recent published annual report of condition. The Trustee is
subject to TIA Section 310(b); provided, however, that there shall be excluded
from the operation of TIA Section 310(b)(1) any indenture or indentures under
which other securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for such exclusion
set forth in TIA Section 310(b)(1) are met.

         Section 7.11.     Money Held in Trust. The Trustee shall not be liable
for interest on any money received by it except as the Trustee may agree with
the Company. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law and except for money held in
trust under Article VIII of this Indenture.

         Section 7.12.     Withholding Taxes. The Trustee, as agent for the
Company, shall exclude and withhold from each payment of principal and interest
and other amounts due hereunder or under the Notes any and all withholding taxes
applicable thereto as required by law. The Trustee agrees to act as such
withholding agent and, in connection therewith, whenever any present or future
taxes or similar charges are required to be withheld with respect to any amounts
payable in respect of the Notes, to withhold such amounts and timely pay the
same to the appropriate authority in the name of and on behalf of the holders of
the Notes, that it will file any necessary withholding tax returns or statements
when due, and that, as promptly as possible after the payment thereof, it will
deliver to each Holder of a Note appropriate documentation showing the payment
thereof, together with such additional documentary evidence as such Holders may
reasonably request from time to time.

         Section 7.13.     Preferential Collection of Claims Against Company.
The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b).


                                      -59-
<PAGE>   63

A Trustee who has resigned or been removed shall be subject to TIA Section
311(a) to the extent indicated therein.


                                  ARTICLE VIII

                             DISCHARGE OF INDENTURE

         Section 8.01.     Termination of Company's Obligations. Except as
otherwise provided in this Section 8.01, the Company may terminate its
obligations under the Notes and this Indenture if:

                  (i)      all Notes previously authenticated and delivered
         (other than destroyed, lost or stolen Notes that have been replaced or
         Notes that are paid pursuant to Section 4.01 or Notes for whose payment
         money or securities have theretofore been held in trust and thereafter
         repaid to the Company, as provided in Section 8.05) have been delivered
         to the Trustee for cancellation and the Company has paid all sums
         payable by it hereunder; or

                  (ii)(A)  the Notes mature within one year or all of them are
         to be called for redemption within one year under arrangements
         satisfactory to the Trustee for giving the notice of redemption, (B)
         the Company irrevocably deposits in trust with the Trustee during such
         one-year period, under the terms of an irrevocable trust agreement in
         form and substance satisfactory to the Trustee, as trust funds solely
         for the benefit of the Holders for that purpose, money or U.S.
         Government Obligations sufficient (in the opinion of a nationally
         recognized firm of independent public accountants expressed in a
         written certification thereof delivered to the Trustee), without
         consideration of any reinvestment of any interest thereon, to pay
         principal, premium, if, any, and interest on the Notes to maturity or
         redemption, as the case may be, and to pay all other sums payable by it
         hereunder, (C) no Default or Event of Default with respect to the Notes
         shall have occurred and be continuing on the date of such deposit, (D)
         such deposit will not result in a breach or violation of, or constitute
         a default under, this Indenture or any other agreement or instrument to
         which the Company is a party or by which it is bound and (E) the
         Company has delivered to the Trustee an Officers' Certificate and an
         Opinion of Counsel, in each case stating that all conditions precedent
         provided for herein relating to the satisfaction and discharge of this
         Indenture have been complied with.

         With respect to the foregoing clause (i), the Company's obligations
under Section 7.07 shall survive. With respect to the foregoing clause (ii), the
Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08,
2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05, and 8.06 shall survive until the
Notes are no longer outstanding. Thereafter, only the Company's obligations in
Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit,
the Trustee upon request shall acknowledge in writing the discharge of the
Company's obligations under the Notes and this Indenture except for those
surviving obligations specified above.


                                      -60-
<PAGE>   64

         Section 8.02.     Defeasance and Discharge of Indenture. The Company
will be deemed to have paid and will be discharged from any and all obligations
in respect of the Notes on the 123rd day after the date of the deposit referred
to in clause (A) of this Section 8.02, and the provisions of this Indenture will
no longer be in effect with respect to the Notes, and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the same,
except as to (i) rights of registration of transfer and exchange, (ii)
substitution of apparently mutilated, defaced, destroyed, lost or stolen Notes,
(iii) rights of Holders to receive payments of principal thereof and interest
thereon, (iv) the Company's obligations under Section 4.02, (v) the rights,
obligations and immunities of the Trustee hereunder and (vi) the rights of the
Holders as beneficiaries of this Indenture with respect to the property so
deposited with the Trustee payable to all or any of them; provided that the
following conditions shall have been satisfied:

                  (A)      with reference to this Section 8.02, the Company has
         irrevocably deposited or caused to be irrevocably deposited with the
         Trustee (or another trustee satisfying the requirements of Section 7.10
         of this Indenture) and conveyed all right, title and interest for the
         benefit of the Holders, under the terms of an irrevocable trust
         agreement in form and substance satisfactory to the Trustee as trust
         funds in trust, specifically pledged to the Trustee for the benefit of
         the Holders as security for payment of the principal of, premium, if
         any, and interest, if any, on the Notes, and dedicated solely to, the
         benefit of the Holders, in and to (1) money in an amount, (2) U.S.
         Government Obligations that, through the payment of interest, premium,
         if any, and principal in respect thereof in accordance with their
         terms, will provide, not later than one day before the due date of any
         payment referred to in this clause (A), money in an amount or (3) a
         combination thereof in an amount sufficient, in the opinion of a
         nationally recognized firm of independent public accountants expressed
         in a written certification thereof delivered to the Trustee, to pay and
         discharge, without consideration of the reinvestment of such interest
         and after payment of all federal, state and local taxes or other
         charges and assessments in respect thereof payable by the Trustee, the
         principal of, premium, if any, and accrued interest on the outstanding
         Notes at the Stated Maturity of such principal or interest; provided
         that the Trustee shall have been irrevocably instructed to apply such
         money or the proceeds of such U.S. Government Obligations to the
         payment of such principal, premium, if any, and interest with respect
         to the Notes;

                  (B)      such deposit will not result in a breach or violation
         of, or constitute a default under this Indenture or any other agreement
         or instrument to which the Company is a party or by which it is bound;

                  (C)      immediately after giving effect to such deposit on a
         pro forma basis, no Default or Event of Default shall have occurred and
         be continuing on the date of such deposit or during the period ending
         on the 123rd day after such date of deposit;

                  (D)      the Company shall have delivered to the Trustee (1)
         either (x) a ruling directed to the Trustee received from the Internal
         Revenue Service to the effect that the Holders will not recognize
         income, gain or loss for federal income tax purposes as a result of the
         Company's exercise of its option under this Section 8.02 and will be
         subject


                                      -61-
<PAGE>   65

         to federal income tax on the same amount and in the same manner and at
         the same times as would have been the case if such option had not been
         exercised or (y) an Opinion of Counsel to the same effect as the ruling
         described in clause (x) above accompanied by a ruling to that effect
         published by the Internal Revenue Service, unless there has been a
         change in the applicable federal income tax law since the date of this
         Indenture such that a ruling from the Internal Revenue Service is no
         longer required and (2) an Opinion of Counsel to the effect that (x)
         the creation of the defeasance trust does not violate the Investment
         Company Act of 1940 and (y) after the passage of 123 days following the
         deposit (except, with respect to any trust funds for the account of any
         Holder who may be deemed to be an "insider" for purposes of the United
         States Bankruptcy Code, after one year following the deposit), the
         trust funds will not be subject to the effect of Section 547 of the
         United States Bankruptcy Code or Section 15 of the New York Debtor and
         Creditor Law in a case commenced by or against the Company under either
         such statute, and either (I) the trust funds will no longer remain the
         property of the Company (and therefore will not be subject to the
         effect of any applicable bankruptcy, insolvency, reorganization or
         similar laws affecting creditors' rights generally) or (II) if a court
         were to rule under any such law in any case or proceeding that the
         trust funds remained property of the Company, (a) assuming such trust
         funds remained in the possession of the Trustee prior to such court
         ruling to the extent not paid to the Holders, the Trustee will hold,
         for the benefit of the Holders, a valid and perfected security interest
         in such trust funds that is not avoidable in bankruptcy or otherwise
         except for the effect of Section 552(b) of the United States Bankruptcy
         Code on interest on the trust funds accruing after the commencement of
         a case under such statute and (b) the Holders will be entitled to
         receive adequate protection of their interests in such trust funds if
         such trust funds are used in such case or proceeding;

                  (E)      if the Notes are then listed on a national securities
         exchange, the Company shall have delivered to the Trustee an Opinion of
         Counsel to the effect that such deposit defeasance and discharge will
         not cause the Notes to be delisted; and

                  (F)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, in each case stating that all
         conditions precedent provided for herein relating to the defeasance
         contemplated by this Section 8.02 have been complied with.

         Notwithstanding the foregoing, prior to the end of the 123-day (or one
year) period referred to in clause (D)(2)(y) of this Section 8.02, none of the
Company's obligations under this Indenture shall be discharged. Subsequent to
the end of such 123-day (or one year) period with respect to this Section 8.02,
the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08,
2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 shall survive until the Notes
are no longer outstanding. Thereafter, only the Company's obligations in
Sections 7.07, 8.05 and 8.06 shall survive. If and when a ruling from the
Internal Revenue Service or an Opinion of Counsel referred to in clause (D)(1)
of this Section 8.02 is able to be provided specifically without regard to, and
not in reliance upon, the continuance of the Company's obligations under Section
4.01, then the Company's obligations under such Section 4.01 shall cease upon
delivery to the Trustee


                                      -62-
<PAGE>   66

of such ruling or Opinion of Counsel and compliance with the other conditions
precedent provided for herein relating to the defeasance contemplated by this
Section 8.02.

         After any such irrevocable deposit, the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Notes and this Indenture except for those surviving obligations in the
immediately preceding paragraph.

         Section 8.03.     Defeasance of Certain Obligations. The Company (x)
may omit to comply with any term, provision or condition set forth in clauses
(iii) and (iv) of Section 5.01; and Sections 4.03 through 4.19; and (y) clause
(c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01,
Section 4.10 and Section 4.13; clause (d) of Section 6.01 with respect to
Sections 4.03 through 4.19; and clauses (e) and (f) of Section 6.01 shall be
deemed not to be Events of Default, in each case with respect to the outstanding
Notes if:

                  (i)      with reference to this Section 8.03, the Company has
         irrevocably deposited or caused to be irrevocably deposited with the
         Trustee (or another trustee satisfying the requirements of Section
         7.10) and conveyed all right, title and interest to the Trustee for the
         benefit of the Holders, under the terms of an irrevocable trust
         agreement in form and substance satisfactory to the Trustee as trust
         funds in trust, specifically pledged to the Trustee for the benefit of
         the Holders as security for payment of the principal of, premium, if
         any, and interest, if any, on the Notes, and dedicated solely to, the
         benefit of the Holders, in and to (A) money in an amount, (B) U.S.
         Government Obligations that, through the payment of interest and
         principal in respect thereof in accordance with their terms, will
         provide, not later than one day before the due date of any payment
         referred to in this clause (i), money in an amount or (C) a combination
         thereof in an amount sufficient, in the opinion of a nationally
         recognized firm of independent public accountants expressed in a
         written certification thereof delivered to the Trustee, to pay and
         discharge, without consideration of the reinvestment of such interest
         and after payment of all federal, state and local taxes or other
         charges and assessments in respect thereof payable by the Trustee, the
         principal of, premium, if any, and interest on the outstanding Notes on
         the Stated Maturity of such principal or interest; provided that the
         Trustee shall have been irrevocably instructed to apply such money or
         the proceeds of such U.S. Government Obligations to the payment of such
         principal, premium, if any, and interest with respect to the Notes;

                  (ii)     such deposit will not result in a breach or violation
         of, or constitute a default under, this Indenture or any other
         agreement or instrument to which the Company is a party or by which it
         is bound;

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

                  (iv)     the Company has delivered to the Trustee an Opinion
         of Counsel to the effect that (A) the creation of the defeasance trust
         does not violate the Investment Company Act of 1940, (B) the Holders
         have a valid first-priority security interest in the trust funds, (C)


                                      -63-
<PAGE>   67

         the Holders will not recognize income, gain or loss for federal income
         tax purposes as a result of such deposit and defeasance of certain
         obligations and will be subject to federal income tax on the same
         amount and in the same manner and at the same times as would have been
         the case if such deposit and defeasance had not occurred and (D) after
         the passage of 123 days following the deposit (except, with respect to
         any trust funds for the account of any Holder who may be deemed to be
         an "insider" for purposes of the United States Bankruptcy Code, after
         one year following the deposit), the trust funds will not be subject to
         the effect of Section 547 of the United States Bankruptcy Code or
         Section 15 of the New York Debtor and Creditor Law in a case commenced
         by or against the Company under either such statute, and either (1) the
         trust funds will no longer remain the property of the Company (and
         therefore will not be subject to the effect of any applicable
         bankruptcy, insolvency, reorganization or similar laws affecting
         creditors' rights generally) or (2) if a court were to rule under any
         such law in any case or proceeding that the trust funds remained
         property of the Company, (x) assuming such trust funds remained in the
         possession of the Trustee prior to such court ruling to the extent not
         paid to the Holders, the Trustee will hold, for the benefit of the
         Holders, a valid and perfected security interest in such trust funds
         that is not avoidable in bankruptcy or otherwise (except for the effect
         of Section 552(b) of the United States Bankruptcy Code on interest on
         the trust funds accruing after the commencement of a case under such
         statute), (y) the Holders will be entitled to receive adequate
         protection of their interests in such trust funds if such trust funds
         are used in such case or proceeding and (z) no property, rights in
         property or other interests granted to the Trustee or the Holders in
         exchange for, or with respect to, such trust funds will be subject to
         any prior rights of holders of other Indebtedness of the Company or any
         of its Subsidiaries;

                  (v)      if the Notes are then listed on a national securities
         exchange, the Company shall have delivered to the Trustee an Opinion of
         Counsel to the effect that such deposit defeasance and discharge will
         not cause the Notes to be delisted; and

                  (vi)     the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, in each case stating that all
         conditions precedent provided for herein relating to the defeasance
         contemplated by this Section 8.03 have been complied with.

         Section 8.04.     Application of Trust Money. Subject to Section 8.06,
the Trustee or Paying Agent shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 8.01, 8.02 or 8.03, as the
case may be, and shall apply the deposited money and the money from U.S.
Government Obligations in accordance with the Notes and this Indenture to the
payment of principal of, premium, if any, and interest on the Notes; but such
money need not be segregated from other funds except to the extent required by
law.

         Section 8.05.     Repayment to Company. Subject to Sections 7.07, 8.01,
8.02 and 8.03, the Trustee and the Paying Agent shall promptly pay to the
Company upon request set forth in an Officers' Certificate any excess money held
by them at any time and thereupon shall be relieved from all liability with
respect to such money. The Trustee and the Paying Agent shall pay to the Company
upon request any money held by them for the payment of principal, premium, if
any,


                                      -64-
<PAGE>   68

or interest that remains unclaimed for two years; provided that the Trustee or
such Paying Agent before being required to make any payment may cause to be
published at the expense of the Company once in a newspaper of general
circulation in the City of New York or mail to each Holder entitled to such
money at such Holder's address (as set forth in the Security Register) notice
that such money remains unclaimed and that after a date specified therein (which
shall be at least 30 days from the date of such publication or mailing) any
unclaimed balance of such money then remaining will be repaid to the Company.
After payment to the Company, Holders entitled to such money must look to the
Company for payment as general creditors unless an applicable law designates
another Person, and all liability of the Trustee and such Paying Agent with
respect to such money shall cease.

         Section 8.06.     Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with
Section 8.01, 8.02 or 8.03, as the case may be, 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 obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.01, 8.02 or
8.03, as the case may be, until such time as the Trustee or Paying Agent is
permitted to apply all such money or U.S. Government Obligations in accordance
with Section 8.01, 8.02 or 8.03, as the case may be; provided that, if the
Company has made any payment of principal of, premium, 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 U.S. Government Obligations held by the Trustee or Paying
Agent.

                                   ARTICLE IX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         Section 9.01.     Without Consent of Holders. The Company and the
Guarantors, when authorized by a resolution of their respective Boards of
Directors, and the Trustee may amend or supplement this Indenture or the Notes
without notice to or the consent of any Holder:

                  (1) to cure any ambiguity, defect or inconsistency in this
         Indenture; provided that such amendments or supplements shall not
         adversely affect the interests of the Holders in any material respect;

                  (2) to comply with Article V;

                  (3) to comply with any requirements of the Commission in
         connection with the qualification of this Indenture under the TIA;

                  (4) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee; or


                                      -65-
<PAGE>   69

                  (5) to make any change that does not materially and adversely
         affect the rights of any Holder.

         Section 9.02.     With Consent of Holders. Subject to Sections 6.04 and
6.07 and without prior notice to the Holders, the Company and the Guarantors,
when authorized by their respective Boards of Directors (as evidenced by a Board
Resolution), and the Trustee may amend this Indenture and the Notes with the
written consent of the Holders of a majority in principal amount of the Notes
then outstanding, and the Holders of a majority in principal amount of the Notes
then outstanding by written notice to the Trustee may waive future compliance by
the Company with any provision of this Indenture or the Notes.

         Notwithstanding the provisions of this Section 9.02, without the
consent of each Holder affected, an amendment or waiver, including a waiver
pursuant to Section 6.04, may not:

                  (i)      change the Stated Maturity of the principal of, or
         any installment of interest on, any Note, or reduce the principal
         amount thereof or the rate of interest thereon or any premium payable
         upon the redemption thereof, or adversely affect any right of repayment
         at the option of any Holder of any Note, or change any place of payment
         where, or the currency in which, any Note or any premium or the
         interest thereon is payable, or impair the right to institute suit for
         the enforcement of any such payment on or after the Stated Maturity
         thereof (or, in the case of redemption, on or after the Redemption
         Date);

                  (ii)     reduce the percentage in principal amount of
         outstanding Notes the consent of whose Holders is required for any such
         supplemental indenture, for any waiver of compliance with certain
         provisions of this Indenture or certain Defaults and their consequences
         provided for in this Indenture;

                  (iii)    waive a Default in the payment of principal of,
         premium, if any, or interest on, any Note; or

                  (iv)     modify any of the provisions of this Section 9.02,
         except to increase any such percentage or to provide that certain other
         provisions of this Indenture cannot be modified or waived without the
         consent of the Holder of each outstanding Note affected thereby.

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

         After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. The Company will
mail supplemental indentures to Holders upon request. 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 supplemental indenture or waiver.


                                      -66-
<PAGE>   70

         Section 9.03.     Revocation and Effect of Consent. Until an amendment
or waiver becomes effective, a consent to it by a Holder is a continuing consent
by the Holder and every subsequent Holder of a Note or portion of a Note that
evidences the same debt as the Note of the consenting Holder, even if notation
of the consent is not made on any Note. However, any such Holder or subsequent
Holder may revoke the consent as to its Note or portion of its Note. Such
revocation shall be effective only if the Trustee receives the notice of
revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver shall become effective on receipt
by the Trustee of written consents from the Holders of the requisite percentage
in principal amount of the outstanding Notes.

         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 last
two sentences of the immediately preceding paragraph, those persons who were
Holders at such record date (or their duly designated proxies) and only those
persons shall be entitled to consent to such amendment, supplement or waiver or
to revoke any consent previously given, whether or not such persons continue to
be Holders after such record date. No such consent shall be valid or effective
for more than 90 days after such record date.

         After an amendment, supplement or waiver becomes effective, it shall
bind every Holder unless it is of the type described in any of clauses (i)
through (v) of Section 9.02. In case of an amendment or waiver of the type
described in clauses (i) through (v) of Section 9.02, the amendment or waiver
shall bind each Holder who has consented to it and every subsequent Holder of a
Note that evidences the same indebtedness as the Note of the consenting Holder.

         Section 9.04.     Notation on or Exchange of Notes. If an amendment,
supplement or waiver changes the terms of a Note, the Trustee may require the
Holder to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Note about the changed terms and return it to the Holder and the
Trustee may place an appropriate notation on any Note thereafter authenticated.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for the Note shall issue and the Trustee shall authenticate a new Note
that reflects the changed terms.

         Section 9.05.     Trustee to Sign Amendments, Etc. The Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of any amendment, supplement or waiver
authorized pursuant to this Article IX is authorized or permitted by this
Indenture. Subject to the preceding sentence, the Trustee shall sign such
amendment, supplement or waiver if the same does not adversely affect the rights
of the Trustee. The Trustee may, but shall not be obligated to, execute any such
amendment, supplement or waiver that affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

         Section 9.06.     Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article IX shall conform to the
requirements of the TIA as then in effect.


                                      -67-
<PAGE>   71

                                    ARTICLE X

                              SUBSIDIARY GUARANTEES

         Section 10.01.    Absolute and Unconditional Guarantee. Each Guarantor
fully, absolutely, irrevocably, unconditionally, and jointly and severally,
Guarantees to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, the Notes and the Obligations
of the Company hereunder or thereunder, that: (a) the principal of and interest
(including Additional Interest, if any) on the Notes shall be promptly paid in
full when due, subject to any applicable grace period, whether at maturity, by
acceleration or otherwise and interest on the overdue principal, if any, and
interest on any interest (including Additional Interest, if any), to the extent
lawful, of the Notes and all other Obligations of the Company to the Holders or
the Trustee hereunder or thereunder and under the Purchase Agreement and the
Registration Rights Agreement 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 of any such other Obligations, the
same shall be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, subject to any applicable grace period,
whether at stated maturity, by acceleration or otherwise, subject, however, in
the case of clauses (a) and (b) above, to the limitations set forth in Section
10.04. Each Guarantor agrees that its Obligations hereunder shall be absolute,
unconditional and irrevocable, irrespective of the validity, regularity or
enforceability of the Notes, this Indenture, the Purchase Agreement or the
Registration Rights Agreement, the absence of any action to enforce the same,
any waiver or consent by any Holder of the Notes 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 circumstances which might otherwise constitute
a legal or equitable discharge or defense of a Guarantor and each such legal or
equitable discharge is hereby irrevocably and forever waived. 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 (except as otherwise set forth in this Article X)
this Subsidiary Guarantee shall not be discharged except by complete performance
of the Obligations contained in the Notes, this Indenture, the Purchase
Agreement, the Registration Rights Agreement and in this Subsidiary Guarantee.
If any Holder or the Trustee is required by any court or otherwise to return to
the Company, any Guarantor, or any custodian acting in relation to the Company
or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee
or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect as to such amount only. Each
Guarantor further agrees that as between each Guarantor, 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 VI 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 acceleration of such Obligations
as provided in Article VI, such Obligations (whether or not due and payable)
shall forthwith become due and payable by each Guarantor for the purpose of this
Subsidiary Guarantee. The obligation of each Guarantor shall be joint and
several and each Guarantor shall be fully liable for all of the indebtedness and
obligations


                                      -68-
<PAGE>   72

described in this Section 10.01. No full or partial discharge, release or
forgiveness of the Obligations of a Guarantor hereunder shall in any way
discharge, release, forgive or otherwise amend or modify the Guarantee
Obligations of any other Guarantor. Each Guarantor agrees that its Obligations
hereunder are unconditional and absolute and not subject to any right of offset
or counterclaim, all of which are waived by each Guarantor. Each Guarantor shall
satisfy its Guarantee Obligations hereunder, and pay all Guaranteed Obligations
hereunder within one Business Day after demand has been made therefor.

         Section 10.02.    Severability.

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

         Section 10.03.    Release of a Guarantor.

         (a)      In the event of any of the following: (i) a sale or other
disposition of all or substantially all of the assets of any Guarantor to a
third party other than the Company or an Affiliate of the Company (including by
way of merger or consolidation), if the Company applies the Net Cash Proceeds of
that sale or other disposition in accordance with the applicable provisions of
this Indenture, (ii) a sale of all of the Capital Stock of any Guarantor, if the
Company applies the Net Cash Proceeds of that sale in accordance with the
applicable provisions of this Indenture, (iii) the Company designates any
Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary, in
each case, in a manner in accordance with, and pursuant to, the terms of this
Indenture, (iv) a Guarantor merges or is dissolved into the Company or another
Guarantor or (v) the legal defeasance of the Notes in accordance with Article
VIII, then such Guarantor (in the event of a sale or other disposition, by way
of such a merger or consolidation, of all of the Capital Stock of such Guarantor
or any such designation) or the entity acquiring the property (in the event of a
sale or other disposition of all or substantially all of the assets of such
Guarantor) shall be released and relieved of any obligations under its
Subsidiary Guarantee.

         (b)      In the case of a sale or other disposition of all or
substantially all of the assets of a Guarantor, upon the assumption provided for
in Section 10.5(b), such Guarantor shall be discharged from all further
liability and obligation under this Indenture.

         (c)      The Trustee shall deliver an appropriate instrument evidencing
such release upon receipt of a written request by the Company accompanied by an
Officers' Certificate certifying as to the compliance with this Section 10.3 and
the other provisions of this Indenture.

         (d)      Any Guarantor not so released remains liable for the full
amount of principal of and interest on the Notes as provided in this Article X.

         Section 10.04.    Limitation of Guarantor's Liability.


                                      -69-
<PAGE>   73

         Each Guarantor and by its acceptance hereof each Holder hereby confirms
that it is the intention of all such parties that the Guarantee by such
Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent
transfer or conveyance for purposes of any Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
federal or state law. To effectuate the foregoing intention, the Holders and
each such Guarantor hereby irrevocably agree that the Obligations of such
Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount
as will, after giving effect to all other contingent and fixed liabilities of
such Guarantor (including, without limitation, any Obligations under the Bank
Credit Agreement) and after giving effect to any collections from or payments
made by or on behalf of any other Guarantor in respect of the obligations of
such other Guarantor under its Subsidiary Guarantee or pursuant to Section 10.6,
result in the Obligations of such Guarantor under its Subsidiary Guarantee not
constituting such fraudulent transfer or conveyance.

         Section 10.05.    Guarantors May Consolidate, Etc., on Certain Terms.

         No Guarantor may sell or dispose of all or substantially all of its
assets to, or consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person), another Person (other than the Company or
another Guarantor) whether or not affiliated with such Guarantor unless (i)
immediately after giving effect to that transaction, no Default or Event of
Default exists and (ii) either (A) the Person acquiring the property in any such
sale or disposition or the Person formed by or surviving any such consolidation
or merger assumes all the obligations of that Guarantor pursuant to a
supplemental indenture satisfactory to the Trustee or (B) the Net Cash Proceeds
of such sale or other disposition are applied in accordance with the applicable
provisions of this Indenture.

         Further, Article V hereof, and not this Section 10.5, shall be
applicable in the event such sale, merger or consolidation constitutes a sale of
substantially all of the assets of the Company.

         Section 10.06.    Contribution.

         In order to provide for just and equitable contribution among the
Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under this
Subsidiary Guarantee, such Funding Guarantor shall be entitled to a contribution
from all other Guarantors in a pro rata amount based on the Adjusted Net Assets
of each Guarantor (including the Funding Guarantor) for all payments, damages
and expenses incurred by that Funding Guarantor in discharging the Company's
obligations with respect to the Notes or any other Guarantor's Obligations with
respect to this Subsidiary Guarantee. "Adjusted Net Assets" of such Guarantor at
any date shall mean the lesser of the amount by which (x) the fair value of the
property of such Guarantor exceeds the total amount of liabilities, including,
without limitation, contingent liabilities (after giving effect to all other
fixed and contingent liabilities incurred or assumed on such date), but
excluding liabilities under the Subsidiary Guarantee, of such Guarantor at such
date and (y) the present fair salable value of the assets of such Guarantor at
such date exceeds the amount that will be required to pay the probable liability
of such Guarantor on its debts (after giving effect to all other fixed and


                                      -70-
<PAGE>   74

contingent liabilities incurred or assumed on such date and after giving effect
to any collection from any Subsidiary of such Guarantor in respect of the
obligations of such Subsidiary under the Subsidiary Guarantee), excluding debt
in respect of the Subsidiary Guarantee of such Guarantor, as they become
absolute and matured.

         Section 10.07.    Waiver of Subrogation.

         Until payment in full in cash of the Notes, each Guarantor hereby
irrevocably waives any claim or other rights which it may now or hereafter
acquire against the Company that arise from the existence, payment, performance
or enforcement of such Guarantor's Obligations under this Subsidiary Guarantee
and this Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder of Notes against the Company, whether or not such
claim, remedy or right arises in equity, or under contract, statute or common
law, including without limitation, the right to take or receive from the
Company, directly or indirectly, in cash or other property or by setoff or in
any other manner, payment or security on account of such claim or other rights.
If any amount shall be paid to any Guarantor in violation of the preceding
sentence and the Notes shall not have been paid in full, such amount shall have
been deemed to have been paid to such Guarantor for the benefit of, and held in
trust for the benefit of, the Holders of the Notes, and shall forthwith be paid
to the Trustee for the benefit of such Holders to be credited and applied upon
the Notes, whether matured or unmatured, in accordance with the terms of this
Indenture. Each Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and that
the waiver set forth in this Section 10.7 is knowingly made in contemplation of
such benefits.

         Section 10.08.    Execution of Subsidiary Guarantee.

         To evidence their guarantee to the Holders specified in Section 10.1,
the Guarantors hereby agree to execute the Subsidiary Guarantee in substantially
the form of Exhibit A required to be endorsed on each Note ordered to be
authenticated and delivered by the Trustee. Each Guarantor hereby agrees that
its Subsidiary Guarantee set forth in Section 10.1 shall remain in full force
and effect notwithstanding any failure to endorse on each Note a notation of
such Subsidiary Guarantee. Each such Subsidiary Guarantee shall be signed on
behalf of each Guarantor by an Officer of such Guarantor (who shall, in each
case, have been duly authorized by all requisite corporate actions) prior to the
authentication of the Note on which it is endorsed, and the delivery of such
Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of such Subsidiary Guarantee on behalf of such
Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or
facsimile signature of such officer and may be imprinted or otherwise reproduced
on the Subsidiary Guarantee, and in case any such officer who shall have signed
the Subsidiary Guarantee shall cease to be such officer before the Note on which
such Subsidiary Guarantee is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Company, such Note nevertheless
may be authenticated and delivered or disposed of as though the person who
signed the Subsidiary Guarantee had not ceased to be such officer of the
Guarantor.


                                      -71-
<PAGE>   75

                                   ARTICLE XI

                                  MISCELLANEOUS

         Section 11.01.    Trust Indenture Act of 1939. If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by TIA Section
318(c), the imposed duties shall control.

         Section 11.02.    Notices. Any notice or communication shall be
sufficiently given if in writing and delivered in person or mailed by first
class mail addressed as follows:

         if to the Company or any Guarantor:

                  AGCO Corporation
                  4205 River Green Parkway
                  Duluth, Georgia 30096
                  Attention: General Counsel

         if to the Trustee:

                  SunTrust Bank
                  25 Park Place, 24th Floor
                  Atlanta, Georgia 30303
                  Attention: Corporate Trust Department

         The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

         Any notice or communication mailed to a Holder shall be mailed to him
at his address as it appears on the Security Register by first class mail and
shall be sufficiently given to him if so mailed within the time prescribed.
Copies of any such communication or notice to a Holder shall also be mailed to
the Trustee and each Agent at the same time. Any notice or communication shall
also be mailed to any person described in TIA Section 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. Except for a
notice to the Trustee, which is deemed given only when received, and except as
otherwise provided in this Indenture, if a notice or communication is mailed in
the manner provided in this Section 11.02, it is duly given, whether or not the
addressee receives it.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with


                                      -72-
<PAGE>   76

the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

         Section 11.03.    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:

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

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

         Section 11.04.    Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

                  (i) a statement that each person signing such certificate or
         opinion has read such covenant or condition and the definitions herein
         relating thereto;

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

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

                  (iv) a statement as to whether or not, in the opinion of each
         such person such condition or covenant has been complied with;
         provided, however, that, with respect to matters of fact, an Opinion of
         Counsel may rely on an Officers' Certificate or certificates of public
         officials.

         Section 11.05.    Rules by Trustee, Paying Agent or Registrar. The
Trustee may make reasonable rules for action by or at a meeting of Holders. The
Paying Agent or Registrar may make reasonable rules for its functions.

         Section 11.06.    Payment Date Other Than a Business Day. If an
Interest Payment Date, Redemption Date, Change of Control Payment Date, Excess
Proceeds Payment Date, Stated Maturity or date of maturity of any Note shall not
be a Business Day, then payment of principal of, premium, if any, or interest on
such Note, as the case may be, need not be made on such date,


                                      -73-
<PAGE>   77

but may be made on the next succeeding Business Day with the same force and
effect as if made on the Interest Payment Date, Change of Control Payment Date,
Excess Proceeds Payment Date, or Redemption Date, or at the Stated Maturity or
date of maturity of such Note; provided that no interest shall accrue for the
period from and after such Interest Payment Date, Change of Control Payment
Date, Excess Proceeds Payment Date, Redemption Date, Stated Maturity or date of
maturity, as the case may be.

         Section 11.07.    Governing Law. The laws of the State of New York
shall govern this Indenture and the Notes. The Trustee, the Company and the
Holders agree to submit to the jurisdiction of the courts of the State of New
York in any action or proceeding arising out of or relating to this Indenture or
the Notes.

         Section 11.08.    No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or any Subsidiary of the Company. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

         Section 11.09.    No Recourse Against Others. No recourse for the
payment of the principal of, premium, if any, or interest on any of the Notes or
the Subsidiary Guarantees, or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company contained in this Indenture, or in any of the Notes or
the Subsidiary Guarantees, or because of the creation of any Indebtedness
represented thereby, shall be had against any incorporator or against any past,
present or future partner, shareholder, other equityholder, officer, director,
employee or controlling person, as such, of the Company, any Guarantor or of any
successor Person, either directly or through the Company, any Guarantor or any
successor Person, whether by virtue of any constitution, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture, the Subsidiary Guarantees and the issue of the Notes.

         Section 11.10.    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.

         Section 11.11.    Duplicate 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 11.12.    Separability. 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.

         Section 11.13.    Table of Contents, Headings, Etc. The Table of
Contents, Cross-Reference Table and headings of the Articles and Sections of
this Indenture have been inserted for


                                      -74-
<PAGE>   78

convenience of reference only, are not to be considered a part hereof and shall
in no way modify or restrict any of the terms and provisions hereof.

         Section 11.14.    Communication by Holders of Notes with Other Holders
of Notes. Holders may communicate pursuant to TIA Section 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 Section 312(c).


                                      -75-
<PAGE>   79

                                   SIGNATURES

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

                              AGCO CORPORATION, as Issuer


                              By: /s/ Donald R. Millard
                                  ----------------------------------------------
                                  Name:  Donald R. Millard
                                  Title: Senior Vice President and
                                         Chief Financial Officer

                              HESSTON VENTURES CORPORATION
                              AG-CHEM MANUFACTURING CO., INC.
                              AG-CHEM SALES CO., INC.
                              AG-CHEM EQUIPMENT INTERNATIONAL, INC.
                              LOR*AL PRODUCTS, INC.
                              AG-CHEM EQUIPMENT CANADA, LTD., as Guarantors


                              By: /s/ Stephen D. Lupton
                                  ----------------------------------------------
                                  Name: Stephen D. Lupton
                                  Title: Vice President and Secretary

                              AG-CHEM EQUIPMENT CO., INC., as Guarantor


                              By: /s/ Stephen D. Lupton
                                  ----------------------------------------------
                              By:
                                  ----------------------------------------------
                                  Name: Stephen D. Lupton
                                  Title: Vice President and Assistant Secretary

                              AGCO VENTURES, LLC, as Guarantor

                              By: AGCO CORPORATION, its sole member


                              By: /s/ Stephen D. Lupton
                                  ----------------------------------------------
                                  Name: Stephen D. Lupton
                                  Title: Senior Vice President and General
                                         Counsel

                     [Signatures Continue on Following Page]
<PAGE>   80


                              HAY & FORAGE INDUSTRIES, as Guarantor

                              By: HESSTON VENTURES CORPORATION


                              By: /s/ Stephen D. Lupton
                                  ----------------------------------------------
                                        Name: Stephen D. Lupton
                                        Title: Vice President and Secretary

                              By: AGCO VENTURES LLC

                                  By: AGCO CORPORATION, its sole member


                                           By: /s/ Stephen D. Lupton
                                               ---------------------------------
                                               Name:  Stephen D. Lupton
                                               Title: Senior Vice President and
                                                      General Counsel


                              SUNTRUST BANK, as Trustee


                              By: /s/ Jack Ellerin
                                  ----------------------------------------------
                                    Name: Jack Ellerin
                                    Title: Trust Officer


                                      -2-
<PAGE>   81

                                                                       EXHIBIT A

                                 [FACE OF NOTE]

                                AGCO CORPORATION

                           9 1/2% Senior Note due 2008

                                                                 CUSIP [       ]

No.                                                                    $________

         AGCO CORPORATION, a Delaware corporation (the "Company"), which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to [ ], or its registered assigns, the principal sum
of [ ] ($[ ]) on May 1, 2008.

         Interest Payment Dates: May 1, and November 1, commencing November 1,
2001.

         Regular Record Dates: April 15 and October 15.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

<PAGE>   82


         IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

Date:[_______________]                  AGCO CORPORATION



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


                    (Trustee's Certificate of Authentication)

This is one of the 9 1/2% Senior Notes due 2008 described in the
within-mentioned Indenture.


                                        SUNTRUST BANK,
                                          as Trustee


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


                                      A-2

<PAGE>   83

                             [REVERSE SIDE OF NOTE]

                                AGCO CORPORATION

                          9 1/2% Senior Note due 2008

1.       Principal and Interest.

         The Company will pay the principal of this Note on May 1, 2008.

         The Company promises to pay interest on the principal amount of this
Note on each Interest Payment Date, as set forth below, at the rate per annum
shown above.

         Interest will be payable semiannually (to the holders of record of the
Notes at the close of business on the April 15 or October 15 immediately
preceding the Interest Payment Date) on each Interest Payment Date, commencing
November 1, 2001.

         If a Registration Default (as defined in the Registration Rights
Agreement dated April 11, 2001 between the Company and Credit Suisse First
Boston Corporation, Bear, Stearns & Co. Inc. and SunTrust Equitable Securities
Corporation) occurs, the annual interest rate borne by the Notes shall be
increased by 0.5% from the rate shown above for the first 90-day period
immediately following the occurrence of a Registration Default and by an
additional 0.5% per annum with respect to each subsequent 90-day period until
all Registration Defaults have been cured (at which point the interest rate
will be reduced to the interest rate in effect prior to the occurrence of such
Registration Default), up to a maximum additional interest rate of 2.0% per
annum, payable in cash semiannually, in arrears. The Holder of this Note is
entitled to the benefits of such Registration Rights Agreement.

         Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from April 17, 2001;
provided that, if there is no existing default in the payment of interest and
this Note is authenticated between a Regular Record Date referred to on the
face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such Interest Payment Date. Interest will be computed on the basis
of a 360-day year of twelve 30-day months.

         The Company shall pay interest on overdue principal and premium, if
any, and interest on overdue installments of interest, to the extent lawful, at
a rate per annum that is 2% in excess of the rate otherwise payable.

2.       Method of Payment.

         The Company will pay interest (except defaulted interest) on the
principal amount of the Notes as provided above on each May 1 and November 1
(an "Interest Payment Date") to the persons who are Holders (as reflected in
the Security Register at the close of business on such April 15 and October 15
immediately preceding the Interest Payment Date), in each case even if


                                      A-3
<PAGE>   84


the Note is cancelled upon registration of transfer or registration of exchange
after such record date; provided that, with respect to the payment of
principal, the Company will make payment to the Holder that surrenders this
Note to a Paying Agent on or after May 1, 2008.

         The Company will pay principal, premium, if any, and as provided
above, interest in money of the United States that at the time of payment is
legal tender for payment of public and private debts. However, the Company may
pay principal, premium, if any, and interest by its check payable in such
money. It may mail an interest check to a Holder's registered address (as
reflected in the Security Register). If a payment date is a date other than a
Business Day at a place of payment, payment may be made at that place on the
next succeeding day that is a Business Day and no interest shall accrue for the
intervening period.

3.       Paying Agent and Registrar.

         Initially, the Trustee will act as authenticating agent, Paying Agent
and Registrar. The Company may change any authenticating agent, Paying Agent or
Registrar without notice. The Company, any Subsidiary or any Affiliate of any
of them may act as Paying Agent, Registrar or co-Registrar.

4.       Indenture; Limitations.

         The Company issued the Notes under an Indenture dated as of April 17,
2001 (the "Indenture"), among the Company, each of the Guarantors named therein
and SunTrust Bank, as trustee (the "Trustee"). Capitalized terms herein are
used as defined in the Indenture unless otherwise indicated. 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. The Notes are subject to all
such terms, and Holders are referred to the Indenture and the Trust Indenture
Act for a statement of all such terms. To the extent permitted by applicable
law, in the event of any inconsistency between the terms of this Note and the
terms of the Indenture, the terms of the Indenture shall control.

         The Notes are unsecured, general obligations of the Company. The
Indenture limits the original aggregate principal amount of the Notes to
$250,000,000.

5.       Redemption.

         The Notes will be redeemable, at the Company's option, in whole or in
part, at any time on or after May 1, 2005 and prior to maturity, upon not less
than 30 nor more than 60 days' prior notice mailed by first-class mail to each
Holder's last address as it appears in the Security Register, at the following
Redemption Prices (expressed in percentages of their principal amount), plus
accrued and unpaid interest, if any, to the Redemption Date (subject to the
right of Holders of record on the relevant Regular Record Date that is on or
prior to the Redemption Date to receive interest due on an Interest Payment
Date), if redeemed during the 12-month period commencing on May 1 of the
applicable year set forth below:


                                      A-4
<PAGE>   85


<TABLE>
<CAPTION>
                                                         Redemption
                Year                                        Price
                ----                                     ----------
                <S>                                      <C>
                2005                                       104.750%
                2006                                       102.375%
                2007 and thereafter                        100.000%
</TABLE>

         Notes in original denominations larger than $1,000 may be redeemed in
part. On and after the Redemption Date, interest ceases to accrue on Notes or
portions of Notes called for redemption, unless the Company defaults in the
payment of the Redemption Price.

6.       Repurchase upon Change of Control.

         Upon the occurrence of any Change of Control, each Holder shall have
the right to require the repurchase of its Notes by the Company in cash
pursuant to the offer described in the Indenture at a purchase price equal to
101% of the principal amount thereof plus accrued and unpaid interest, if any,
to the date of purchase (the "Payment Date").

         A notice of such Change of Control will be mailed within 30 days after
any Change of Control occurs to each Holder at his last address as it appears
in the Security Register. Notes in original denominations larger than $1,000
may be sold to the Company in part. On and after the Payment Date, interest
ceases to accrue on Notes or portions of Notes surrendered for purchase by the
Company, unless the Company defaults in the payment of the purchase price.

7.       Denominations; Transfer; Exchange.

         The Notes are in registered form without coupons in denominations of
$1,000 of principal amount and multiples of $1,000 in excess thereof. A Holder
may register the transfer or exchange of Notes in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not register
the transfer or exchange of any Notes selected for redemption. Also, it need
not register the transfer or exchange of any Notes for a period of 15 days
before a selection of Notes to be redeemed is made.

8.       Persons Deemed Owners.

         A Holder shall be treated as the owner of a Note for all purposes.

9.       Unclaimed Money.

         If money for the payment of principal, premium, if any, or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company at its request. After that, Holders entitled to the
money must look to the Company for payment, unless


                                      A-5
<PAGE>   86


an abandoned property law designates another Person, and all liability of the
Trustee and such Paying Agent with respect to such money shall cease.

10.      Discharge Prior to Redemption or Maturity.

         If the Company deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then outstanding principal of, premium, if
any, and accrued interest on the Notes (a) to redemption or maturity, the
Company will be discharged from the Indenture and the Notes, except in certain
circumstances for certain sections thereof, and (b) to the Stated Maturity, the
Company will be discharged from certain covenants set forth in the Indenture.

11.      Amendment; Supplement; Waiver.

         Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the Notes then outstanding, and any existing default or
compliance with any provision may be waived with the consent of the Holders of
at least a majority in principal amount of the Notes then outstanding. Without
notice to or the consent of any Holder, the parties thereto may amend or
supplement the Indenture or the Notes to, among other things, cure any
ambiguity, defect or inconsistency and make any change that does not materially
and adversely affect the rights of any Holder.

12.      Restrictive Covenants.

         The Indenture imposes certain limitations on the ability of the
Company and its Restricted Subsidiaries, among other things, to Incur
additional Indebtedness, make Restricted Payments, create dividend or other
payment restrictions affecting Restricted Subsidiaries, issue or sell Capital
Stock of Restricted Subsidiaries, Guarantee Indebtedness, make and use the
proceeds from Asset Sales, engage in transactions with Affiliates, create
Liens, merge, consolidate or transfer substantially all of its assets or enter
into Sale/Leaseback Transactions. Within 45 days after the end of each fiscal
quarter (90 days after the end of the last fiscal quarter of each year), the
Company must report to the Trustee regarding its compliance with such
limitations.

13.      Successor Persons.

         When a successor person or other entity assumes all the obligations of
its predecessor under the Notes and the Indenture, the predecessor person will
be released from those obligations.

14.      Defaults and Remedies.

         The following events constitute "Events of Default" under the
Indenture: (a) default in the payment of principal of (or premium, if any, on)
any Note when the same becomes due and payable at maturity, upon acceleration,
redemption or otherwise; (b) default in the payment of


                                      A-6
<PAGE>   87


interest on any Note when the same becomes due and payable, and such default
continues for a period of 30 days; (c) default in the performance or breach of
the provisions of the Indenture applicable to mergers, consolidations and
transfers of all or substantially all of the assets of the Company or the
failure to make or consummate an Offer to Purchase in accordance with Section
4.10 or 4.13 of the Indenture; (d) default in the performance of or breach of
any other covenant or agreement of the Company in the Indenture or under the
Notes (other than a default specified in clause (a), (b) or (c) above) that
continues for a period of 30 consecutive days after written notice by the
Trustee or the Holders of 25% or more in aggregate principal amount of the
Notes; (e) the occurrence with respect to any issue or issues of Indebtedness
of the Company or any Significant Subsidiary having an outstanding principal
amount of $10 million or more in the aggregate for all such issues of all such
Persons, whether such Indebtedness now exists or shall hereafter be created,
(I) an event of default that has caused the holder thereof to declare such
Indebtedness to be due and payable prior to its Stated Maturity and such
Indebtedness has not been discharged in full or such acceleration has not been
rescinded or annulled within 30 days of such acceleration or (II) the failure
to make a principal payment at the final (but not any interim) fixed maturity
and such defaulted payment shall not have been made, waived or extended within
30 days of such payment default; (f) any final judgment or order (not covered
by insurance) for the payment of money in excess of $10 million in the
aggregate for all such final judgments or orders against all such Persons
(treating any deductibles, self-insurance or retention as not so covered) shall
be rendered against the Company or any Significant Subsidiary and shall not be
paid or discharged, and there shall be any period of 30 consecutive days
following entry of the final judgment or order that causes the aggregate amount
for all such final judgments or orders outstanding and not paid or discharged
against all such Persons to exceed $10 million during which a stay of
enforcement of such final judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; (g) a court having jurisdiction in the
premises enters a decree or order for (A) relief in respect of the Company or
any Significant Subsidiary in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, (B)
appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any Significant Subsidiary
or for all or substantially all of the property and assets of the Company or
any Significant Subsidiary or (C) the winding up or liquidation of the affairs
of the Company or any Significant Subsidiary and, in each case, such decree or
order shall remain unstayed and in effect for a period of 30 consecutive days;
(h) the Company or any Significant Subsidiary (A) commences a voluntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or consents to the entry of an order for relief in an
involuntary case under any such law, (B) consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any Significant Subsidiary
or for all or substantially all of the property and assets of the Company or
any of its Significant Subsidiaries or (C) effects any general assignment for
the benefit of creditors; or (i) any Subsidiary Guarantee ceases to be in full
force and effect or any Subsidiary Guarantee is declared to be null and void
and unenforceable or any Subsidiary Guarantee is found to be invalid or any
Guarantor denies its liability under its Subsidiary Guarantee (other than by
reason of release of a Subsidiary Guarantee in accordance with the terms of the
Indenture) and such condition has continued for a period of 30 days after
written notice of such failure requiring the Guarantor and the Company to
remedy the same has


                                      A-7
<PAGE>   88


been given (x) to the Company by the Trustee or (y) to the Company and the
Trustee by the Holders of 25% or more in aggregate principal amount of the
Notes then outstanding.

         If an Event of Default, as defined in the Indenture, occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Notes may declare all the Notes to be due and payable. If a bankruptcy or
insolvency default with respect to the Company or any Restricted Subsidiary
occurs and is continuing, the Notes automatically become due and payable.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Notes. Subject to certain limitations, Holders of
at least a majority in principal amount of the Notes then outstanding may
direct the Trustee in its exercise of any trust or power.

15.      Trustee Dealings with Company.

         The Trustee under the Indenture, 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.

16.      No Recourse Against Others.

         No incorporator or any past, present or future partner, stockholder,
other equity holder, officer, director, employee or controlling person as such,
of the Company or of any successor Person shall have any liability for any
obligations of the Company under the Notes or the Indenture 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.

17.      Authentication.

         This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on the other side of this Note.

18.      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/MIA (= Uniform Gifts to Minors
Act).

         The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to AGCO
Corporation, 4205 River Green Parkway, Duluth, Georgia 30096, Attention:
General Counsel.


                                      A-8
<PAGE>   89


                                  EXHIBIT "A"

                          SENIOR SUBSIDIARY GUARANTEE

         AGCO Ventures LLC, Ag-Chem Equipment Co., Inc., Hesston Ventures
Corporation, Hay & Forage Industries, Ag-Chem Manufacturing Co., Inc., Ag-Chem
Sales Co., Inc., Ag-Chem Equipment International, Inc., Lor*Al Products, Inc.
and Ag-Chem Equipment Canada, Ltd. (the "Guarantors") have unconditionally
guaranteed (such guarantee by each Guarantor being referred to herein as the
"Subsidiary Guarantee") (i) the due and punctual payment of the principal of
and interest on the Notes, whether at maturity, by acceleration or otherwise,
the due and punctual payment of interest on the overdue principal and interest,
if any, on the Notes, to the extent lawful, and the due and punctual
performance of all other Obligations of the Company to the Holders or the
Trustee all in accordance with the terms set forth in Article X of the
Indenture 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.

         No director, officer, employee or stockholder, as such, of the
Guarantor shall have any liability under the Subsidiary Guarantee. Each holder
of a Note by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the
Subsidiary Guarantees.


                                      A-9
<PAGE>   90


         The Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Notes upon which the
Subsidiary Guarantee is noted shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers.


                                 HESSTON VENTURES CORPORATION
                                 AG-CHEM MANUFACTURING CO., INC.
                                 AG-CHEM SALES CO., INC.
                                 AG-CHEM EQUIPMENT INTERNATIONAL, INC.
                                 LOR*AL PRODUCTS, INC.
                                 AG-CHEM EQUIPMENT CANADA, LTD., as Guarantors


                                 By:
                                    -------------------------------------------
                                    Name: Stephen D. Lupton
                                    Title:  Vice President and Secretary

                                 AG-CHEM EQUIPMENT CO., INC., as Guarantor


                                 By:
                                    -------------------------------------------
                                    Name: Stephen D. Lupton
                                    Title:  Vice President and
                                            Assistant Secretary

                                 AGCO VENTURES, LLC, as Guarantor

                                 By:     AGCO CORPORATION, its sole member


                                 By:
                                    -------------------------------------------
                                    Name: Stephen D. Lupton
                                    Title:  Senior Vice President and
                                            General Counsel

                                 HAY & FORAGE INDUSTRIES, as Guarantor

                                 By:     HESSTON VENTURES CORPORATION


                                 By:
                                    -------------------------------------------
                                    Name: Stephen D. Lupton
                                    Title:  Vice President and Secretary


                                     A-10
<PAGE>   91


                                 By:     AGCO VENTURES LLC

                                 By:     AGCO CORPORATION, its sole member


                                 By:
                                    -------------------------------------------
                                    Name:  Stephen D. Lupton
                                    Title: Senior Vice President and
                                           General Counsel


                           [FORM OF TRANSFER NOTICE]

         FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.


-------------------------------------------------------------------------------
Please print or typewrite name and address including zip code of assignee

-------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _________________________________________ attorney to transfer said
Note on the books of the Company with full power of substitution in the
premises.

               [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL
               NOTES OTHER THAN EXCHANGE NOTES, UNLEGENDED
               OFFSHORE GLOBAL NOTES AND UNLEGENDED OFFSHORE
               PHYSICAL NOTES]

         In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date the shelf registration statement is
declared effective or (ii) the end of the period referred to in Rule 144(k)
under the Securities Act, the undersigned confirms that without utilizing any
general solicitation or general advertising that:

                                  [Check One]

[ ]      (a) this Note is being transferred in compliance with the exemption
         from registration under the Securities Act of 1933 provided by Rule
         144A thereunder.

                                       or

                                     A-11
<PAGE>   92


[ ]      (b) this Note is being transferred other than in accordance with (a)
         above and documents are being furnished which comply with the
         conditions of transfer set forth in this Note and the Indenture.


                                     A-12
<PAGE>   93


If none of the foregoing boxes is checked, the Trustee or other Registrar shall
not be obligated to register this Note in the name of any Person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.08 of the Indenture shall have
been satisfied.

Date:
      ----------------------           ----------------------------------------
                                       NOTICE: The signature to this assignment
                                       must correspond with the name as written
                                       upon the face of the within-mentioned
                                       instrument in every particular, without
                                       alteration or any change whatsoever.


TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

         The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
of 1933 and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

Date:
      ----------------------     ----------------------------------------------
                                 NOTICE: To be executed by an executive officer


                                     A-13
<PAGE>   94


                       OPTION OF HOLDER TO ELECT PURCHASE

         If you wish to have this Note purchased by the Company pursuant to
Section 4.10 or Section 4.13 of the Indenture, check the Box:       ?

         If you wish to have a portion of this Note purchased by the Company
pursuant to Section 4.10 or Section 4.13 of the Indenture, state the amount:
$______________________________ .

Date:
      -------------------------

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


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


                                     A-14
<PAGE>   95


                                                                      EXHIBIT B


                              Form of Certificate


                                                     [                 ,      ]

SunTrust Bank
25 Park Place
24th Floor
Atlanta, Georgia  30303
Attention:  Corporate Trust Department

                      Re: AGCO Corporation (the "Company")
                              9 1/2% Senior Notes
                             due 2008 (the "Notes")

Dear Sirs:

         This letter relates to U.S. $[         ] principal amount of Notes
represented by a Note (the "Legended Note") which bears a legend outlining
restrictions upon transfer of such Legended Note. Pursuant to Section 2.02 of
the Indenture dated as of April 17, 2001 (the "Indenture") relating to the
Notes, we hereby certify that we are (or we will hold such securities on behalf
of) a person outside the United States to whom the Notes could be transferred
in accordance with Rule 904 of Regulation S promulgated under the U.S.
Securities Act of 1933. Accordingly, you are hereby requested to exchange the
legended certificate for an unlegended certificate representing an identical
principal amount of Notes, all in the manner provided for in the Indenture.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this certificate have
the meanings set forth in Regulation S.


                                             Very truly yours,

                                             [Name of Holder]


                                             By:
                                                -------------------------------
                                                Authorized Signature


<PAGE>   96


                                                                      EXHIBIT C

                           Form of Certificate to Be
                          Delivered in Connection with
                   Transfers to Non-QIB Accredited Investors


                                           [                 ,      ]


SunTrust Bank
25 Park Place, 24th Floor
Atlanta, Georgia 30303
Attention: Corporate Trust Department

                      Re: AGCO Corporation (the "Company")
                              9 1/2% Senior Notes
                             due 2008 (the "Notes")

Dear Sirs:

         In connection with our proposed purchase of $ [          ] aggregate
principal amount of the Notes, we confirm that:

         1.       We understand that any subsequent transfer of the Notes is
subject to certain restrictions and conditions set forth in the Indenture dated
as of April 17, 2001 (the "Indenture"), relating to the Notes, and the
undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes except in compliance with, such restrictions and conditions
and the Securities Act of 1933 (the "Securities Act").

         2.       We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that 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 any Notes, we will do so only (A) to the Company
or any subsidiary thereof, (B) in accordance with Rule 144A under the
Securities Act to a "qualified institutional buyer" (as defined therein), (C)
to an institutional "accredited investor" (as defined below) that, prior to
such transfer, furnishes (or has furnished on its behalf by a U.S.
broker-dealer) to you and to the Company a signed letter substantially in the
form of this letter, (D) outside the United States in accordance with Rule 904
of Regulation S under the Securities Act, (E) pursuant to the exemption from
registration provided by Rule 144 under the Securities Act, or (F) pursuant to
an effective registration statement under the Securities Act, and we further
agree to provide to any person purchasing any of the Notes from us a notice
advising such purchaser that resales of the Notes are restricted as stated
herein.


<PAGE>   97


         3.       We understand that, on any proposed resale of any 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 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 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 a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.

                                             Very truly yours,

                                             [Name of Transferee]


                                             By:
                                                -------------------------------
                                                     Authorized Signature


                                      C-2
<PAGE>   98


                                                                      EXHIBIT D

                      Form of Certificate to Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S


                                           [                 ,      ]



SunTrust Bank
25 Park Place, 24th Floor
Atlanta, Georgia 30303
Attention: Corporate Trust Department

                      Re: AGCO Corporation (the "Company")
                              9 1/2% Senior Notes
                             due 2008 (the "Notes")

Dear Sirs:

In connection with our proposed sale of U.S. $[               ] aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the Securities Act of
1933 and, accordingly, we represent that:

         (1)      the offer of the Notes was not made to a person in the United
States;

         (2)      at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably
believed that the transferee was outside the United States;

         (3)      no directed selling efforts have been made by us in the
United States in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S, as applicable; and

         (4)      the transaction is not part of a plan or scheme to evade the
registration requirements of the U.S. Securities Act of 1933.


<PAGE>   99


         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this certificate have
the meanings set forth in Regulation S.

                                             Very truly yours,

                                             [Name of Transferee]


                                             By:
                                                -------------------------------
                                                     Authorized Signature


                                      D-2