<PAGE>
                                                                     Exhibit 4.1


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







                                KENNAMETAL INC.,
                                    AS ISSUER


                                       TO


                          BANK ONE TRUST COMPANY, N.A.,
                                   AS TRUSTEE


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




                                    INDENTURE

                            Dated as of June 19, 2002




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






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


<PAGE>


                                TABLE OF CONTENTS

                                                                           PAGE


                                    ARTICLE 1

                              DEFINITIONS AND OTHER
                        PROVISIONS OF GENERAL APPLICATION

<TABLE>
<S>                                                                                                     <C>
SECTION 101.   Definitions...............................................................................1
Act......................................................................................................2
Affiliate................................................................................................2
Authenticating Agent.....................................................................................2
Bankruptcy Law...........................................................................................2
Board of Directors.......................................................................................2
Board Resolution.........................................................................................2
Business Day.............................................................................................2
Capitalized Lease Obligation.............................................................................2
Capital Stock............................................................................................2
Commission...............................................................................................3
Common Depositary........................................................................................3
Company..................................................................................................3
Company Request..........................................................................................3
Company Order............................................................................................3
Corporate Trust Office...................................................................................3
Covenant Defeasance......................................................................................3
Currency Agreement.......................................................................................3
Custodian................................................................................................3
Default..................................................................................................3
Defaulted Interest.......................................................................................3
Defeasance...............................................................................................3
Dollars..................................................................................................3
Event of Default.........................................................................................3
Exchange Act.............................................................................................3
GAAP.....................................................................................................4
Holder...................................................................................................4
Security holder..........................................................................................4
Indebtedness.............................................................................................4
Indenture................................................................................................4
Interest.................................................................................................4
Interest Payment Date....................................................................................4
Interest Swap Obligations................................................................................4
Lien.....................................................................................................5
Maturity.................................................................................................5
Officer..................................................................................................5
Officer's Certificate....................................................................................5
</TABLE>


                                       i
<PAGE>


<TABLE>
<S>                                                                                                     <C>
Opinion of Counsel.......................................................................................5
Original Issue Discount Security.........................................................................5
Outstanding..............................................................................................5
Paying Agent.............................................................................................6
Person...................................................................................................6
Place of Payment.........................................................................................6
Redemption Date..........................................................................................6
Redemption Price.........................................................................................6
Registered Security......................................................................................6
Regular Record Date......................................................................................6
Responsible Officer......................................................................................6
Securities...............................................................................................6
Security Register........................................................................................6
Security Registrar.......................................................................................6
Significant Subsidiary...................................................................................6
Special Record Date......................................................................................7
Stated Maturity..........................................................................................7
Subsidiary...............................................................................................7
Trust Indenture Act......................................................................................7
Trustee..................................................................................................7
U.S. Depositary..........................................................................................7
U.S. Government Obligations..............................................................................7
Vice President...........................................................................................8
SECTION 102.   Compliance Certificates and Opinions......................................................8
SECTION 103.   Form of Documents Delivered to Trustee....................................................8
SECTION 104.   Acts of Holders...........................................................................9
SECTION 105.   Notices, Etc., to Trustee and Company....................................................10
SECTION 106.   Notice to Holders; Waiver................................................................11
SECTION 107.   Conflict with Trust Indenture Act........................................................11
SECTION 108.   Effect of Headings and Table of Contents.................................................11
SECTION 109.   Successors and Assigns...................................................................12
SECTION 110.   Separability Clause......................................................................12
SECTION 111.   Benefits of Indenture....................................................................12
SECTION 112.   Governing Law............................................................................12
SECTION 113.   Legal Holidays...........................................................................12
SECTION 114.   No Recourse Against Others...............................................................13

                           ARTICLE 2

                        SECURITY FORMS

SECTION 201.   Forms Generally..........................................................................13
SECTION 202.   Form of Face of Security.................................................................13
SECTION 203.   Form of Reverse of Security..............................................................15
SECTION 204.   Form of Trustee's Certificate of Authentication..........................................19
SECTION 205.   Securities in Global Form................................................................20
</TABLE>


                                       ii
<PAGE>


<TABLE>
<S>                                                                                                     <C>
SECTION 206.   CUSIP Number.............................................................................20
SECTION 207.   Form of Legend for the Securities in Global Form.........................................21

                           ARTICLE 3

                        THE SECURITIES

SECTION 301.   Amount Unlimited; Issuable in Series.....................................................21
SECTION 302.   Denominations............................................................................24
SECTION 303.   Execution, Authentication, Delivery and Dating...........................................24
SECTION 304.   Temporary Securities.....................................................................26
SECTION 305.   Registration, Registration of Transfer and Exchange......................................27
SECTION 306.   Mutilated, Destroyed, Lost and Stolen Securities.........................................28
SECTION 307.   Payment of Interest; Interest Rights Preserved...........................................29
SECTION 308.   Persons Deemed Owners....................................................................31
SECTION 309.   Cancellation.............................................................................31
SECTION 310.   Computation of Interest..................................................................32

                           ARTICLE 4

                  SATISFACTION AND DISCHARGE

SECTION 401.   Satisfaction and Discharge of Indenture..................................................32
SECTION 402.   Application of Trust Money...............................................................33

                           ARTICLE 5

                           REMEDIES

SECTION 501.   Events of Default........................................................................33
SECTION 502.   Acceleration of Maturity; Rescission and Annulment.......................................35
SECTION 503.   Collection of Indebtedness and Suits for Enforcement by Trustee..........................36
SECTION 504.   Trustee May File Proofs of Claim.........................................................37
SECTION 505.   Trustee May Enforce Claims Without Possession of Securities..............................38
SECTION 506.   Application of Money Collected...........................................................38
SECTION 507.   Limitation on Suits......................................................................38
SECTION 508.   Unconditional Right of Holders to Receive Principal, Premium and
                             Interest...................................................................39
SECTION 509.   Restoration of Rights and Remedies.......................................................39
SECTION 510.   Rights and Remedies Cumulative...........................................................40
SECTION 511.   Delay or Omission Not Waiver.............................................................40
SECTION 512.   Control by Holders.......................................................................40
SECTION 513.   Waiver of Past Defaults..................................................................40
SECTION 514.   Undertaking for Costs....................................................................41
</TABLE>


                                      iii
<PAGE>


<TABLE>
<S>                                                                                                     <C>
                           ARTICLE 6

                          THE TRUSTEE

SECTION 601.   Certain Duties and Responsibilities of the Trustee.......................................41
SECTION 602.   Notice of Defaults.......................................................................42
SECTION 603.   Certain Rights of Trustee................................................................42
SECTION 604.   Not Responsible for Recitals or Issuance of Securities...................................43
SECTION 605.   May Hold Securities......................................................................43
SECTION 606.   Money Held in Trust......................................................................44
SECTION 607.   Compensation and Reimbursement...........................................................44
SECTION 608.   Disqualification; Conflicting Interests..................................................45
SECTION 609.   Corporate Trustee Required; Eligibility..................................................45
SECTION 610.   Resignation and Removal; Appointment of Successor........................................45
SECTION 611.   Acceptance of Appointment by Successor or Additional Trustees............................47
SECTION 612.   Merger, Conversion, Consolidation or Succession to Business..............................49
SECTION 613.   Preferential Collection of Claims Against Company........................................49
SECTION 614.   Appointment of Authenticating Agent......................................................49

                           ARTICLE 7

       HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.   Company to Furnish Trustee Names and Addresses of Holders................................51
SECTION 702.   Preservation of Information; Communications to Holders...................................51
SECTION 703.   Reports by Trustee.......................................................................52
SECTION 704.   Reports by Company.......................................................................53

                           ARTICLE 8

        CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

SECTION 801.   When Company May Merge, Etc..............................................................53
SECTION 802.   Opinion of Counsel.......................................................................54
SECTION 803.   Successor Corporation Substituted........................................................54

                           ARTICLE 9

                    SUPPLEMENTAL INDENTURES

SECTION 901.   Supplemental Indentures Without Consent of Holders.......................................54
SECTION 902.   Supplemental Indentures with Consent of Holders..........................................56
SECTION 903.   Execution of Supplemental Indentures.....................................................57
SECTION 904.   Effect of Supplemental Indentures........................................................57
SECTION 905.   Conformity with Trust Indenture Act......................................................57
SECTION 906.   Reference in Securities to Supplemental Indentures.......................................57
</TABLE>


                                       iv
<PAGE>


<TABLE>
<S>                                                                                                     <C>
                          ARTICLE 10

                           COVENANTS

SECTION 1001.   Payments of Securities..................................................................58
SECTION 1002.   Maintenance of Office or Agency.........................................................58
SECTION 1003.   Corporate Existence.....................................................................58
SECTION 1004.   Payment of Taxes and Other Claims.......................................................59
SECTION 1005.   Compliance Certificates.................................................................59
SECTION 1006.   Commission Reports......................................................................59
SECTION 1007.   Waiver of Stay, Extension or Usury Laws.................................................60
SECTION 1008.   Money for Securities Payments to Be Held in Trust.......................................60

                          ARTICLE 11

                   REDEMPTION OF SECURITIES

SECTION 1101.   Applicability of Article................................................................61
SECTION 1102.   Election to Redeem; Notice to Trustee...................................................61
SECTION 1103.   Selection by Trustee of Securities to Be Redeemed.......................................62
SECTION 1104.   Notice of Redemption....................................................................62
SECTION 1105.   Deposit of Redemption Price.............................................................63
SECTION 1106.   Securities Payable on Redemption Date...................................................63
SECTION 1107.   Securities Redeemed in Part.............................................................64

                          ARTICLE 12

                         SINKING FUNDS

SECTION 1201.   Applicability of Article................................................................64
SECTION 1202.   Satisfaction of Sinking Fund Payments with Securities...................................64
SECTION 1203.   Redemption of Securities for Sinking Fund...............................................65

                          ARTICLE 13

              DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.   Applicability of Article; Company's Option to Effect Defeasance
                              or Covenant Defeasance....................................................65
SECTION 1302.   Defeasance and Discharge................................................................65
SECTION 1303.   Covenant Defeasance.....................................................................66
SECTION 1304.   Conditions to Defeasance or Covenant Defeasance.........................................66
SECTION 1305.   Deposited Money and Government Obligations To Be Held In Trust..........................68
</TABLE>


                                       v
<PAGE>


<TABLE>
<S>                                                                                                     <C>
                          ARTICLE 14

                         MISCELLANEOUS

SECTION 1401.   Miscellaneous...........................................................................69
</TABLE>


                                       vi
<PAGE>


                                 KENNAMETAL INC.

                      RECONCILIATION AND TIE BETWEEN TRUST
                       INDENTURE ACT OF 1939, AS AMENDED,
                    AND INDENTURE, DATED AS OF JUNE 19, 2002

<TABLE>
<S>                                                                                           <C>
Trust Indenture Act                                                                           Indenture
Section                                                                                        Section

  310(a)(1)                    .............................................................       609
     (a)(2)                    .............................................................       609
     (a)(3)                    .............................................................  Not Applicable
     (a)(4)                    .............................................................  Not Applicable
     (b)                       .............................................................      608, 610
  311(a)                       .............................................................       613
     (b)                       .............................................................       613
  312(a)                       .............................................................      701, 702(a)
     (b)                       .............................................................       702(b)
     (c)                       .............................................................       702(c)
  313(a)                       .............................................................       703(a)
     (b)                       .............................................................  Not Applicable
     (c)                       .............................................................       703(a), 703(b)
     (d)                       .............................................................       703(b)
(314)(a)                       .............................................................       704
     (b)                       .............................................................  Not Applicable
     (c)(1)                    .............................................................       102
     (c)(2)                    .............................................................       102
     (c)(3)                    .............................................................  Not Applicable
     (d)                       .............................................................  Not Applicable
     (e)                       .............................................................       102
(315)(a)                       .............................................................       601(a)
     (b)                       .............................................................       602
     (c)                       .............................................................       601(b)
     (d)                       .............................................................       601(c)
     (d)(1)                    .............................................................       601(a), 601(c)
     (d)(2)                    .............................................................       601(c)
     (d)(3)                    .............................................................       601(c)
     (e)                       .............................................................       514
  316(a)(1)(A)                 .............................................................       512
     (a)(1)(B)                 .............................................................      502, 513
     (a)(2)                    .............................................................  Not Applicable
     (b)                       .............................................................       508
  317(a)(1)                    .............................................................       503
     (a)(2)                    .............................................................       504
     (b)                       .............................................................      1009
  318(a)                       .............................................................       107
</TABLE>

Note: This  reconciliation and tie shall not, for any purpose, be deemed to be a
part of this Indenture.


<PAGE>


                  Indenture, dated as of June 19, 2002, between KENNAMETAL INC.,
a corporation duly organized and existing under the laws of the Commonwealth of
Pennsylvania (herein called the "COMPANY"), having its principal office at 1600
Technology Way, Latrobe, Pennsylvania 15650-0231 and BANK ONE TRUST COMPANY,
N.A., a national banking association, as Trustee (herein called the "TRUSTEE").

                             RECITALS OF THE COMPANY

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

                  All things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of any
series thereof, as follows:

                                   ARTICLE 1

                              DEFINITIONS AND OTHER
                        PROVISIONS OF GENERAL APPLICATION
                        ---------------------------------

                  SECTION 101. DEFINITIONS.

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

                  (1)      the terms defined in this Article have the meanings
                           assigned to them in this Article and include the
                           plural as well as the singular;

                  (2)      all other terms used herein which are defined in the
                           Trust Indenture Act, either directly or by reference
                           therein, have the meanings assigned to them therein;

                  (3)      all accounting terms not otherwise defined herein
                           have the meanings assigned to them in accordance with
                           GAAP;

                  (4)      the word "Including" (and with the correlative
                           meaning "Include") means including, without limiting
                           the generality of, any description following such
                           term; and


<PAGE>
                                                                               2


                  (5)      the words "Herein," "Hereof" and "Hereunder" and
                           other words of similar import refer to this Indenture
                           as a whole and not to any particular Article, Section
                           or other subdivision.

                  Certain terms, used principally in Article Six, are defined in
that Article.

                  "ACT," when used with respect to any Holder, has the meaning
specified in Section 104.

                  "AFFILIATE" means another Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such first Person. For the 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 that Person, whether through the ownership of voting securities
or by contract or otherwise.

                  "AUTHENTICATING AGENT" means any Person authorized by the
Trustee to act on behalf of the Trustee to authenticate Securities.

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

                  "BOARD OF DIRECTORS" means the board of directors of the
Company; provided, however, that when the context refers to actions or
resolutions of the Board of Directors, then the term "Board of Directors" shall
also mean any duly authorized committee of the Board of Directors of the Company
or Officer authorized to act with respect to any particular matter to exercise
the power of the Board of Directors of the Company.

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

                  "BUSINESS DAY," when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment are authorized or
obligated by law or regulation to close.

                  "CAPITALIZED LEASE OBLIGATION" means an obligation that is
required to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with generally accepted accounting principles,
and the amount of Indebtedness represented by such obligation shall be the
capitalized amount of such obligation determined in accordance with such
principles; and the Stated Maturity thereof shall be the date of the last
payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a
penalty.

                  "CAPITAL STOCK" of any Person shall mean any and all shares,
interests, participations or other equivalents of or interests in (however
designated) equity of such Person, including any preferred stock, but excluding
any debt securities convertible into such equity.


<PAGE>
                                                                               3


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

                  "COMMON DEPOSITARY" has the meaning specified in Section 304.

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

                  "COMPANY REQUEST" or "COMPANY ORDER" means a written request
or order signed in the name of the Company by its Chairman of the Board, its
President or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Controller, an Assistant Controller, its Secretary or an Assistant Secretary,
and delivered to the Trustee.

                  "CORPORATE TRUST OFFICE" means the corporate trust office of
the Trustee at which, at any particular time, its corporate trust business shall
be administered, which office at the date hereof is located at 100 East Broad
Street, Mail Suite 0H1-0181, Columbus, Ohio 43215, Attention: Corporate Trust
Services Division, except for purposes of Section 1002 such term shall mean the
office or agency of the Trustee in the Borough of Manhattan, the City of New
York, which office at the date hereof is located at 55 Water Street, 1st Floor,
Jeanette Park Entrance, New York, New York 10041.

                  "COVENANT DEFEASANCE" has the meaning specified in Section
1303.

                  "CURRENCY AGREEMENT" shall mean any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect such Person or any of its Restricted Subsidiaries against fluctuations
in currency values.

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

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

                  "DEFAULTED INTEREST" has the meaning specified in Section 307.

                  "DEFEASANCE" has the meaning specified in Section 1302.

                  "DOLLARS" and "$" means lawful money of the United States of
America.

                  "EVENT OF DEFAULT" has the meaning specified in Section 501.

                  "EXCHANGE ACT" means the Securities and Exchange Act of 1934,
as amended from time to time, and the rules and regulations promulgated
thereunder.


<PAGE>
                                                                               4


                  "GAAP" means such accounting principles that are generally
accepted in the United States of America as of the date of any computation
required hereunder.

                  "HOLDER" or "SECURITY HOLDER" means a Person in whose name a
Security is registered in the Security Register.

                  "INDEBTEDNESS" means, with respect to any Person, at any date,
any of the following, without duplication, (i) any liability, contingent or
otherwise, of such Person (A) for borrowed money (whether or not the recourse of
the lender is to the whole of the assets of such Person or only to a portion
thereof), (B) evidenced by a note, bond, debenture or similar instrument or (C)
for the payment of money relating to a Capitalized Lease Obligation or other
obligation (whether issued or assumed) relating to the deferred purchase price
of property; (ii) all conditional sale obligations and all obligations under any
title retention agreement (even if the rights and remedies of the seller under
such agreement in the event of default are limited to repossession or sale of
such property), but excluding trade accounts payable arising in the ordinary
course of business; (iii) all obligations for the reimbursement of any obligor
on any letter of credit, banker's acceptance or similar credit transaction other
than entered into in the ordinary course of business; (iv) all indebtedness of
others secured by (or for which the holder of such indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on any asset or
property (including, without limitation, leasehold interests and any other
tangible or intangible property) of such Person, whether or not such
indebtedness is assumed by such Person or is not otherwise such Person's legal
liability; provided, that if the obligations so secured have not been assumed in
full by such Person or are otherwise not such Person's legal liability in full,
the amount of such indebtedness for the purposes of this definition shall be
limited to the lesser of the amount of such indebtedness secured by such Lien or
the fair market value of the assets of the property securing such Lien; (v) all
indebtedness of others (including all interest and dividends on any Indebtedness
or preferred stock of any other Person) for the payment of which is guaranteed,
directly or indirectly, by such Person or that is otherwise its legal liability
or which such Person has agreed to purchase or repurchase or in respect of which
such person has agreed contingently to supply or advance funds; and (vi)
obligations in respect of Currency Agreements and Interest Swap Obligations.

                  "INDENTURE" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 301.

                  "INTEREST," when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.

                  "INTEREST PAYMENT DATE," when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security.

                  "INTEREST SWAP OBLIGATIONS" shall mean the obligations of any
Person pursuant to any interest rate swap agreement, interest rate collar
agreement or other similar agreement or arrangement designed to protect such
Person or any of its Subsidiaries against fluctuations in interest rates.


<PAGE>
                                                                               5


                  "LIEN" shall mean any mortgage, pledge, security interest,
encumbrance, lien, charge or adverse claim affecting title or resulting in an
encumbrance against real or personal property or a security interest of any kind
(including, without limitation, any conditional sale or other title retention
agreement or lease in the nature thereof other than a lease which is not a
Capitalized Lease Obligation.)

                  "MATURITY," when used with respect to any Security, means the
date on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise.

                  "OFFICER" means the Chairman of the Board, the Vice Chairman
of the Board, the President, the Executive Vice President, any Vice President,
the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
Assistant Secretary of the Company.

                  "OFFICER'S CERTIFICATE" means a certificate signed by an
Officer and delivered to the Trustee.

                  "OPINION OF COUNSEL" means a written opinion of counsel, who
may be an employee of or counsel for the Company, and who shall be reasonably
acceptable to the Trustee.

                  "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.

                  "OUTSTANDING," when used with respect to Securities or
Securities of any series, means, as of the date of determination, all such
Securities theretofore authenticated and delivered under this Indenture, except:
(i) Securities theretofore cancelled by the Trustee or delivered to the Trustee
for cancellation; (ii) Securities, or portions thereof, for whose payment or
redemption money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Securities; provided that, if such Securities are
to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made; (iii)
Securities which have been paid pursuant to Section 306 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such Securities
are held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; and (iv) Securities which have been defeased
pursuant to Section 1302; provided, however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, (a) the principal amount of an Original Issue Discount Security that
shall be deemed to be Outstanding for such purposes shall be that portion of the
principal amount thereof that could be declared to be due and payable upon the
occurrence of an Event of Default and the continuation thereof pursuant to the
terms of such Original Issue Discount Security as of the date of such
determination and (b) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor


<PAGE>
                                                                               6


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
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities 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 Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

                  "PAYING AGENT" means any Person authorized by the Company to
pay the principal of (and premium, if any) or interest on any Securities on
behalf of the Company. The Company may act as Paying Agent with respect to any
Securities issued hereunder.

                  "PERSON" means any individual, corporation, partnership,
limited partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof, or any other entity.

                  "PLACE OF PAYMENT," when used with respect to the Securities
of any series, means the place or places where the principal of (and premium, if
any) and interest on the Securities of that series are payable as specified as
contemplated by Section 301.

                  "REDEMPTION DATE," when used with respect to any Security of
any series to be redeemed, means the date fixed for such redemption by or
pursuant to this Indenture.

                  "REDEMPTION PRICE," when used with respect to any Security of
any series to be redeemed, means the price at which it is to be redeemed
pursuant to this Indenture.

                  "REGISTERED SECURITY" means any Security issued hereunder and
registered in the Security Register.

                  "REGULAR RECORD DATE" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 301.

                  "RESPONSIBLE OFFICER," when used with respect to the Trustee,
means any officer of the Trustee assigned to administer corporate trust matters
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.

                  "SECURITIES" has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

                  "SECURITY REGISTER" and "SECURITY REGISTRAR" have the
respective meanings specified in Section 305.

                  "SIGNIFICANT SUBSIDIARY" means a Subsidiary or Subsidiaries of
the Company possessing assets (including the assets of its own Subsidiaries but
without regard to the Company or any other Subsidiary) having a book value, in
the aggregate, equal to not less than 10% of the book value of the aggregate
assets of the Company and its Subsidiaries calculated on a consolidated basis.


<PAGE>
                                                                               7


                  "SPECIAL RECORD DATE" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 307.

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

                  "SUBSIDIARY" of any Person means (i) any Person of which more
than 50% of the total voting power of shares of capital stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by any Person or one or more of the Restricted
Subsidiaries of that Person or a combination thereof, and (ii) any partnership,
joint venture or other Person in which such Person or one or more of the
Restricted Subsidiaries of that Person or a combination thereof has the power to
control by contract or otherwise the board of directors or equivalent governing
body or otherwise controls such entity.

                  "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939,
as amended, as in force at the date as of which this Indenture was executed;
provided, however, that in the event that such Act is amended after such date,
"Trust Indenture Act" means the Trust Indenture Act of 1939 as so amended.

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

                  "U.S. DEPOSITARY" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more
permanent global Securities, the Person designated as U.S. Depositary by the
Company pursuant to Section 301, which must be a clearing agency registered
under the Exchange Act until a successor U.S. Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter "U.S.
Depositary" shall mean or include each Person who is then a U.S. Depositary
hereunder, and if at any time there is more than one such Person, "U.S.
Depositary" shall mean the U.S. Depositary with respect to the Securities of
that series.

                  "U.S. GOVERNMENT OBLIGATIONS" means securities which 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 timely payment of which is unconditionally guaranteed by the full
faith and credit of the United States of America which, in either case, are not
callable or redeemable at the option of the issuer thereof or otherwise subject
to prepayment, and shall also


<PAGE>
                                                                               8


include a depository receipt issued by a New York Clearing House bank or trust
company as custodian with respect to any such U.S. Government Obligation or a
specific payment or 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 or from any amount held 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.

                  "VICE PRESIDENT," when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

                  SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

                  Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, other than an action
permitted by Sections 205 and 704 hereof, the Company shall furnish to the
Trustee an Officer's Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

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

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

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

                           (c)      a statement that, in the opinion of each
                                    such individual, 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

                           (d)      a statement as to whether, in the opinion of
                                    each such individual, such condition or
                                    covenant has been complied with.

                  SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or


<PAGE>
                                                                               9


covered by the opinion of, only one such Person, or that they be so certified or
covered by only one document, but one such Person may certify or give an opinion
with respect to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.

                  Any certificate or opinion of an Officer may be based, insofar
as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such Officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an Officer or Officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

                  SECTION 104. ACTS OF HOLDERS.

                           (a)      Any request, demand, authorization,
                                    direction, notice, consent, waiver or other
                                    action provided by this Indenture to be
                                    given or taken by Holders may be embodied in
                                    and evidenced by one or more instruments of
                                    substantially similar tenor signed by such
                                    Holders in person or by agents duly
                                    appointed in writing; and, except as herein
                                    otherwise expressly provided, such action
                                    shall become effective when such instrument
                                    or instruments are delivered to the Trustee
                                    and, where it is hereby expressly required,
                                    to the Company. Such instrument or
                                    instruments (and the action embodied therein
                                    and evidenced thereby) are herein sometimes
                                    referred to as the "ACT" of the Holders
                                    signing such instrument or instruments.
                                    Proof of execution of any such instrument or
                                    of a writing appointing any such agent shall
                                    be sufficient for any purpose of this
                                    Indenture and (subject to Section 601)
                                    conclusive in favor of the Trustee and the
                                    Company, if made in the manner provided in
                                    this Section.

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


<PAGE>
                                                                              10


                                    such instrument or writing, or the authority
                                    of the Person executing the same, may also
                                    be proved in any other manner which the
                                    Trustee deems sufficient.

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

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

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

                  SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY.

                  Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

                           (a)      the Trustee by any Holder or by the Company
                                    shall be sufficient for every purpose
                                    hereunder if made, given, furnished or filed
                                    in writing to or with the Trustee and
                                    received by the Trustee at its Corporate
                                    Trust Office, Attention: Corporate Trust
                                    Administration, or


<PAGE>
                                                                              11


                           (b)      the Company by the Trustee or by any Holder
                                    shall be sufficient for every purpose
                                    hereunder (unless otherwise herein expressly
                                    provided) if in writing and mailed,
                                    first-class postage prepaid, to the Company
                                    addressed to it at the address of its
                                    principal office specified in the first
                                    paragraph of this Indenture, attention:
                                    Secretary, or at any other address
                                    previously furnished in writing to the
                                    Trustee by the Company.

                  SECTION 106. NOTICE TO HOLDERS; WAIVER.

                  Where this Indenture or any Security provides for notice to
Holders of any event, such notice shall be deemed sufficiently given (unless
otherwise herein or in such Security expressly provided) if in writing and
mailed, first-class postage prepaid, to each Holder affected by such event, at
his address as it appears in the Security Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders or the validity of the proceedings to which such notice relates.
Where this Indenture or any Security 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 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.

                  Any request, demand, authorization, direction, notice, consent
or waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

                  SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.

                  If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Indenture by
any of the provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or shall be
excluded, as the case may be.

                  SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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


<PAGE>
                                                                              12


                  SECTION 109. SUCCESSORS AND ASSIGNS.

                  All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

                  SECTION 110. SEPARABILITY CLAUSE.

                  In case any provision in this Indenture or in the Securities
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 111. BENEFITS OF INDENTURE.

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

                  SECTION 112. GOVERNING LAW.

                  This Indenture and the Securities shall be governed by and
construed in accordance with the laws (other than the choice of law provisions)
of the State of New York.

                  SECTION 113. LEGAL HOLIDAYS.

                  In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day or on such other day as may be set out in the Officer's
Certificate pursuant to Section 301 at such Place of Payment with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity, provided that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be.


<PAGE>
                                                                              13


                  SECTION 114. NO RECOURSE AGAINST OTHERS.

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

                                   ARTICLE 2

                                 SECURITY FORMS
                                 --------------

                  SECTION 201. FORMS GENERALLY.

                  The Securities of each series shall be in substantially the
form set forth in this Article, or in such other form as shall be established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
Officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.

                  The Trustee's certificates of authentication shall be in
substantially the form set forth in this Article.

                  The definitive Securities shall be photocopied, printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the Officers executing such Securities, as
evidenced by their execution of such Securities.

                  SECTION 202. FORM OF FACE OF SECURITY.

                  (If the Security is an Original Issue Discount Security,
insert--FOR PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN
SECTION 1273(a)(1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-l(a) WITH
RESPECT TO THIS SECURITY IS           , THE ISSUE PRICE (AS DEFINED IN TREASURY
REGULATION SECTION 1.1273-2) OF THIS SECURITY IS           , THE ISSUE DATE (AS
DEFINED IN SECTION 1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION
1.1273-2) OF THIS SECURITY IS             AND THE YIELD TO MATURITY OF THIS
SECURITY IS           ).

                                 Kennametal Inc.


<PAGE>
                                                                              14


No. ___________                 ($)_____________

                  Kennametal Inc., a corporation duly organized and existing
under the laws of the Commonwealth of Pennsylvania (herein called the "Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to        , or
registered assigns, the principal sum of $         on         . (If the Security
is to bear interest prior to Maturity, insert --, and to pay interest thereon
from _______________ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, (semi-annually) (quarterly)
(monthly) in arrears on         and in each year, commencing, at the rate of
         % per annum, until the principal hereof is paid or made available for
payment (If applicable insert --, and (to the extent that the payment of such
interest shall be legally enforceable) at the rate of         % per annum on any
overdue principal and premium and on any overdue installment of interest). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the         of (whether or not a Business Day), as the case maybe, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.)

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

                  Payment of the principal of, and premium, if any, and (if
applicable, insert--any such) interest on this Security will be made at the
office or agency of the Company maintained for that purpose in         , in
Dollars (if applicable, insert--; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register).


<PAGE>
                                                                              15


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

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.

                                Kennametal Inc.


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

Attest:



--------------------------
                                (SEAL)



SECTION 203. FORM OF REVERSE OF SECURITY.

                  This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of ________ __, 200___ (herein
called the "Indenture"), between the Company and Bank One Trust Company, N.A.
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof (limited in aggregate principal amount to $     ).

                  (If applicable, insert--The Securities of this series are
subject to redemption upon not less than 30 nor more than 45 days' notice by
first class mail, (if applicable, insert-- (1) on in any year commencing with
the year ____ and ending with the year         through operation of the sinking
fund for this series at a Redemption Price equal to 100% of the principal
amount, and (2)) at any time (on or after         ,), as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount):

                  If redeemed (on or before         ,        %, and if redeemed)
during the 12-month period beginning         of the years indicated,


Year                  Redemption Price        Year           Redemption Price

and thereafter at a Redemption Price equal to _______ of the principal amount,
together in the case of any such redemption (if applicable, insert -- (whether
through operation of the sinking


<PAGE>
                                                                              16


fund or otherwise)) with accrued and unpaid interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.)

                  (If applicable, insert -- The Securities of this series are
subject to redemption upon not less than 30 nor more than 45 days' notice by
first class mail, (1) on         in any year commencing with the year
and ending with the year through operation of the sinking fund for this series
at the Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time (on or after ____________), as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below:

    If redeemed during a 12-month period beginning       of the years indicated,

                   Redemption Price for                 Redemption Price for
                    Redemption Through                  Redemption Otherwise
                     Operation of the                Than Through Operation Year
                       Sinking Fund                      of the Sinking Fund

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

                  (Notwithstanding the foregoing, the Company may not, prior to
        redeem any Securities of this series as contemplated by (clause (2) of)
the preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of moneys borrowed having
an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than         % per annum.)

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

                  (In the event of redemption of this Security in part only a
new Security or Securities of this series for the unredeemed portion hereof will
be issued in the name of the Holder hereof upon the cancellation hereof.)


<PAGE>
                                                                              17


                  (If the Security is not an Original Issue Discount Security,
insert -- If any Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.) (If the Security is an Original Issue Discount Security, insert
-- If an Event of Default with respect to Securities of this series shall occur
and be continuing, an amount of principal of the Securities of this series may
be declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal -- insert formula for determining the
amount.) Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate.

                  This Security is a senior unsecured obligation of the Company
and will rank pari passu in right of payment with all other senior unsecured
obligations of the Company.

                  This Security is subject to Defeasance as described in the
Indenture.

                  The Indenture may be modified by the Company and the Trustee
without consent of any Holder with respect to certain matters as described in
the Indenture. In addition, the Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall bind such Holder and all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.

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

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


<PAGE>
                                                                              18


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

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

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

                  The Indenture imposes certain limitations on the ability of
the Company to, among other things, merge or consolidate with any other Person
or sell, assign, transfer or lease all or substantially all of its properties or
assets (If other covenants are applicable pursuant to the provisions of Section
301, insert here). All such covenants and limitations are subject to a number of
important qualifications and exceptions. The Company must report periodically to
the Trustee on compliance with the covenants in the Indenture.

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
this Security 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
Security, waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of this Security.

                  (If applicable, insert -- Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures
("CUSIP"), the Company has caused CUSIP numbers to be printed on the Securities
of this series as a convenience to the Holders of the Securities of this series.
No representation is made as to the correctness or accuracy of such numbers as
printed on the Securities of this series and reliance may be placed only on the
other identification numbers printed hereon.)

                  All capitalized terms used in this Security without definition
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.


<PAGE>
                                                                              19


                                 ASSIGNMENT FORM

                  To assign this Security, fill in the form below: (I) or (we)
assign and transfer this Security to


______________________________________________________
(Insert assignee's social security or tax I.D. number)

______________________________________________________
______________________________________________________
______________________________________________________
______________________________________________________


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

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

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


Signature Guaranty:
                       -----------------------------------------------------
                       (Signatures must be guaranteed by an "eligible guarantor
                       institution" meeting the requirements of the Transfer
                       Agent, which requirements will include membership or
                       participation in STAMP or such other "signature
                       guarantee program" as may be determined by the
                       Transfer Agent in addition to, or in substitution
                       for, STAMP all in accordance with the Exchange Act.)


Social Security Number or Taxpayer Identification Number:
                                                          ----------------------

                  SECTION 204. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

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




                                          -----------------------------------
                                                                   as Trustee

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


<PAGE>
                                                                              20


                  SECTION 205. SECURITIES IN GLOBAL FORM.

                  If Securities of a series are issuable in global form, as
contemplated by Section 301, then, notwithstanding the provisions of Section
302, any such Security shall represent such of the Outstanding Securities of
such series as shall be specified therein and may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made in such manner and upon instructions given by such Person or Persons as
shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 303 or Section 304. Subject to the provisions of
Section 303 and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

                  The provisions of Section 309 shall apply to any Security
represented by a Security in global form if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Security in
global form together with written instructions (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) with regard to
the reduction in the principal amount of Securities represented thereby.

                  Notwithstanding the provisions of Sections 201 and 307, unless
otherwise specified as contemplated by Section 301, payment of principal of,
premium, if any, and interest on any Security in permanent global form shall be
made to the Person or Persons specified therein.

                  Notwithstanding the provisions of Section 308 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company and the Trustee shall treat a Person as the Holder of such principal
amount of Outstanding Securities represented by a permanent global Security as
shall be specified in a written statement of the Holder of such permanent global
Security.

                  SECTION 206. CUSIP NUMBER.

                  The Company in issuing Securities of any series may use a
"CUSIP" number, and, if so, the Trustee may use the CUSIP number in notices of
redemption or exchange as a convenience to Holders of such series; provided,
that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP number printed on the notice or on the
Securities of such series, and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP number of any series of
Securities.

<PAGE>
                                                                              21


                  SECTION 207. FORM OF LEGEND FOR THE SECURITIES IN GLOBAL FORM.

                  Any Security in global form authenticated and delivered
hereunder shall bear a legend in substantially the following form:

                  "This Security is in global form within the meaning of the
         Indenture hereinafter referred to and is registered in the name of a
         Common Depositary or a U.S. Depositary. Unless and until it is
         exchanged in whole or in part for Securities in certificated form, this
         Security may not be transferred except as a whole by the Common
         Depositary or a U.S. Depositary or by a nominee of the Common
         Depositary or a nominee of the U.S. Depositary as the case may be."

                                   ARTICLE 3

                                 THE SECURITIES

                  SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

                  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

                  The Securities may be issued from time to time in one or more
series. There shall be established in or pursuant to a Board Resolution, and set
forth in an Officer's Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:

                  (1)      the title of the Securities of the series (which
                           shall distinguish the Securities of the series from
                           all other Securities);

                  (2)      any limit upon the aggregate principal amount of the
                           Securities of the series which may be authenticated
                           and delivered under this Indenture (except for
                           Securities authenticated and delivered upon
                           registration of transfer of, or in exchange for, or
                           in lieu of, other Securities of the series pursuant
                           to Sections 304, 305, 306, 906 or 1107);

                  (3)      whether any Securities of the series are to be
                           issuable in permanent global form with or without
                           coupons and, if so, (i) whether beneficial owners of
                           interests in any such permanent global security may
                           exchange such interests for Securities of such series
                           and of like tenor of any authorized form and
                           denomination and the circumstances under which any
                           such exchanges may occur, if other than in the manner
                           provided in Section 305, and (ii) the name of the
                           Common Depositary (as defined in Section 304) or the
                           U.S. Depositary, as the case may be, with respect to
                           any global security;

                  (4)      the date or dates on which the principal of the
                           Securities of the series is payable;


<PAGE>
                                                                              22


                  (5)      the rate or rates at which the Securities of the
                           series shall bear interest (including reset rates, if
                           any, and the method by which such rate will be
                           determined), if any, the date or dates from which
                           such interest shall accrue, the Interest Payment
                           Dates on which such interest shall be payable and the
                           Regular Record Date for the interest payable on any
                           Interest Payment Date and, if applicable to such
                           series of Securities, the basis points and United
                           States Treasury rate(s) and any other rates or other
                           methods to be used in calculating the reset rate;

                  (6)      the place or places where the principal of (and
                           premium, if any) and interest on Securities of the
                           series shall be payable and where the Company will
                           maintain an office or agency where Securities may be
                           presented for registration of transfer or exchange
                           and the place or places where notices and demands to
                           or upon the Company in respect of Securities and the
                           Indenture may be made;

                  (7)      the right of the Company, if any, to defer any
                           payment of principal of, premium, or interest on the
                           Securities of the series, and the maximum length of
                           any such deferral period which shall not exceed the
                           Stated Maturity for the final installment of
                           principal on the Securities of such series;

                  (8)      the period or periods within which, the price or
                           prices at which the currency or currency units and
                           the terms and conditions upon which Securities of the
                           series may be redeemed, in whole or in part, at the
                           option of the Company, pursuant to any sinking fund
                           or otherwise;

                  (9)      the obligation, if any, of the Company to redeem or
                           purchase Securities of the series pursuant to any
                           sinking fund or analogous provisions or at the option
                           of a Holder thereof and the period or periods within
                           which, the price or prices at which, the currency or
                           currency units and the terms and conditions upon
                           which Securities of the series shall be redeemed or
                           purchased, in whole or in part, pursuant to such
                           obligation, and, where applicable, the obligation of
                           the Company to select the Securities to be redeemed;

                  (10)     if other than denominations of $1,000 and any
                           integral multiple thereof, the denominations in which
                           Securities of the series shall be issuable;

                  (11)     if other than the principal amount thereof, the
                           portion of the principal amount of Securities of the
                           series which shall be payable upon declaration of
                           acceleration of the Maturity thereof pursuant to
                           Section 502;

                  (12)     any additions, modifications or deletions in the
                           Events of Default with respect to Securities of the
                           series, if any, other than those set forth herein;


<PAGE>
                                                                              23


                  (13)     if either or both of Section 1302 and Section 1303
                           shall be inapplicable to the Securities of the series
                           (provided that if no such inapplicability shall be
                           specified, then both Section 1302 and Section 1303
                           shall be applicable to the Securities of the series);

                  (14)     if other than U.S. dollars, the currency or
                           currencies or units based on or related to currencies
                           in which the Securities of such series shall be
                           denominated and in which payments or principal of,
                           and any premium and interest on, such Securities
                           shall or may by payable;

                  (15)     additions, modifications or deletions of the
                           Company's covenants with respect to Securities of the
                           series, if any, other than those set forth herein;

                  (16)     any index or indices used to determine the amount of
                           payments of principal of any premium, if any, on such
                           securities and the manner in which such amounts will
                           be determined;

                  (17)     if other than the Trustee, the identity of the
                           Registrar and any Paying Agent;

                  (18)     the appointment of a Person as a Trustee which meets
                           the requirements of Section 609 with respect to
                           Securities of the series;

                  (19)     the terms and conditions of any obligation or right
                           of the Company or a Holder to exchange or convert
                           Securities into other securities;

                  (20)     any other terms of the series (which terms shall not
                           be inconsistent with the provisions of this
                           Indenture).

                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to such Board Resolution and set forth in such Officer's Certificate
or in any such Indenture supplemental hereto.

                  If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officer's Certificate setting forth, or providing the manner for determining,
the terms of the Securities of such series.


<PAGE>
                                                                              24


                  SECTION 302. DENOMINATIONS.

                  The Securities of each series shall be issuable in registered
form without coupons in such denominations as shall be specified as contemplated
by Section 301. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

                  SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                  The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its Vice Chairman of the Board, its President or one
of its Vice Presidents, under its corporate seal reproduced thereon attested by
its Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile. The seal of the Company
may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Securities. Typographical and other
minor errors or defects in any such reproduction of the seal or any such
signature shall not affect the validity or enforceability of any security that
has been duly authenticated and delivered by the Trustee.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and make such
Securities available for delivery. If the form or terms of the Securities of the
series have been established in or pursuant to one or more Board Resolutions as
permitted by Sections 201 and 301, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Sections 315(a) through (d) of the Trust Indenture Act) shall be fully protected
in relying upon, an Opinion of Counsel stating,

                           (a)      if the form of such Securities has been
                                    established by or pursuant to Board
                                    Resolution as permitted by Section 201, that
                                    such form has been established in conformity
                                    with the provisions of this Indenture;

                           (b)      if the terms of such Securities have been
                                    established by or pursuant to Board
                                    Resolution as permitted by Section 301, that
                                    such terms have been established in
                                    conformity with the provisions of this
                                    Indenture;

                           (c)      that such Securities, when authenticated and
                                    delivered by the Trustee and issued by the
                                    Company in the manner and subject to any
                                    conditions specified in such Opinion of
                                    Counsel, will


<PAGE>
                                                                              25


                                    constitute valid and legally binding
                                    obligations of the Company, enforceable in
                                    accordance with their terms, except to the
                                    extent enforceability may be limited by
                                    applicable bankruptcy, insolvency,
                                    reorganization, moratorium and other similar
                                    laws affecting the enforcement of creditors'
                                    rights generally and by the effect of
                                    general principles of equity (regardless of
                                    whether enforceability is considered in a
                                    proceeding in equity or at law); and

                           (d)      that no consent, approval, authorization,
                                    order, registration or qualification of or
                                    with any court or any governmental agency or
                                    body having jurisdiction over the Company is
                                    required for the execution and delivery of
                                    such Securities by the Company, except such
                                    as have been obtained (except that no
                                    opinion need be expressed as to state
                                    securities or Blue Sky laws).

                  If such form or terms have been so established, the Trustee
shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee, or in the written
opinion of counsel to the Trustee (which counsel may be an employee of the
Trustee) such authentication may not lawfully be made or would involve the
Trustee in personal liability.

                  Notwithstanding the provisions of Section 301 and of the
immediately preceding paragraph, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to deliver the
Officer's Certificate otherwise required pursuant to Section 301 or the Company
Order and Opinion of Counsel otherwise required pursuant to the immediately
preceding paragraph at or prior to the time of authentication of each security
of such series if such documents are delivered at or prior to the authentication
upon original issuance of the first security of such series to be issued.

                  If the Company shall establish pursuant to Section 301 that
the Securities of a series are to be issued in the form of one or more global
Securities, then the Company shall execute and the Trustee shall, in accordance
with this Section and the Company Order with respect to the authentication and
delivery of such series, authenticate and deliver one or more global Securities
that (i) shall be in an aggregate amount equal to the aggregate principal amount
specified in such Company Order, (ii) shall be registered in the name of the
Common Depositary or U.S. Depositary, as the case may be, therefor or its
nominee, and (iii) shall be made available for delivery by the Trustee to such
depositary or pursuant to such depositary's instruction.

                  Each depositary designated pursuant to Section 301 must, at
the time of its designation and at all times while it serves as depositary, be a
clearing agency registered under the Exchange Act and any other applicable
statute or regulation.

                  Unless otherwise provided for in the form of security, each
security shall be dated the date of its authentication.


<PAGE>
                                                                              26


                  No security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
security a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual signature, and such certificate upon
any security shall be conclusive evidence, and the only evidence, that such
security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture.

                  SECTION 304. TEMPORARY SECURITIES.

                  Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and make available for delivery, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities.

                  In the case of Securities of any series, such temporary
Securities may be in global form, representing all or a portion of the
Outstanding Securities of such series.

                  Except in the case of temporary Securities in global form
(which shall be exchanged in accordance with the provisions of Section 305), if
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and make
available for delivery in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor. Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.

                  If temporary Securities of any series are issued in global
form, any such temporary global Security shall, unless otherwise provided
therein, be delivered to the office of a depositary or common depositary (the
"COMMON DEPOSITARY") for credit to the respective accounts of the beneficial
owners of such Securities (or to such other accounts as they may direct).


<PAGE>
                                                                              27


                  SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND
                               EXCHANGE.

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

                  Upon surrender for registration of transfer of any security of
any series at the office or agency of the Company in Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and make
available for delivery, in the name of the designated transferee or transferees,
one or more new Securities of the same series, of any authorized denominations
and of a like aggregate principal amount and Stated Maturity.

                  At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and Stated Maturity, upon
surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and make available for delivery, the Securities
which the Holder making the exchange is entitled to receive.

                  Notwithstanding the foregoing, except as otherwise specified
as contemplated by Section 301, any permanent global security shall be
exchangeable only as provided in this paragraph. If the beneficial owners of
interests in a permanent global security are entitled to exchange such interests
for Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified and as subject to the conditions
contemplated by Section 301, then without unnecessary delay but in any event not
later than the earliest date on which such interests may be so exchanged, the
Company shall deliver to the Trustee definitive Securities of that series in
aggregate principal amount equal to the principal amount of such permanent
global security, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, such permanent global Securities shall be
surrendered from time to time by the Common Depositary or the U.S. Depositary,
as the case may be, and in accordance with instructions given to the Trustee and
the Common Depositary or the U.S. Depositary, as the case may be (which
instructions shall be in writing but need not comply with Section 102 or be
accompanied by an Opinion of Counsel), as shall be specified in the Company
Order with respect thereto to the Trustee, as the Company's agent for such
purpose, to be exchanged, in whole or in part, for definitive Securities of the
same series without charge. The Trustee shall authenticate and make available
for delivery, in exchange for each portion of such surrendered permanent global
security, a like aggregate principal amount of definitive Securities of the same
series of authorized denominations and of like tenor as the portion of such
permanent global security to be exchanged which shall be in the form of the
Securities of such series; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of Securities of that series selected for
redemption under Section 1103 and ending at the close of business on the day of
such mailing. Promptly following any such exchange in part,


<PAGE>
                                                                              28


such permanent global Security shall be returned by the Trustee to the Common
Depositary or the U.S. Depositary, as the case may be, or such other Common
Depositary or U.S. Depositary referred to above in accordance with the written
instructions of the Company referred to above. If a Security in the form
specified for such series is issued in exchange for any portion of a permanent
global Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of interest or Defaulted
Interest, as the case may be, such interest or Defaulted Interest will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of such security in the form specified for such series, but
will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such permanent global Security is payable in accordance with the provisions
of this Indenture.

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

                  Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

                  Unless otherwise provided in the Securities to be transferred
or exchanged, no service charge shall be made for any registration of transfer
or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

                  The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
1103 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any security so selected for redemption in
whole or in part, except the unredeemed portion of any security being redeemed
in part.

                  SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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


<PAGE>
                                                                              29


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

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

                  Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

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

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

                  SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

                  Interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid at the
Place of Payment to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, except that at the option of the Company payment
may be made (i) except in the case of a global Security by check mailed to the
address of the Person entitled thereto as such address appears in the Securities
Registrar or (ii) by transfer to an account maintained by the Person entitled
thereto as specified in the Securities Registrar provided that proper transfer
instructions have been received by the Regular Record Date.

                  Any interest on any Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

                  (1)      The Company may elect to make payment of any
                           Defaulted Interest to the Persons in whose names the
                           Securities of such series (or their respective


<PAGE>
                                                                              30


                           Predecessor Securities) are registered at the close
                           of business on a Special Record Date for the payment
                           of such Defaulted Interest, which shall be fixed in
                           the following manner. The Company shall notify the
                           Trustee in writing of the amount of Defaulted
                           Interest proposed to be paid on each Security of such
                           series and the date of the proposed payment, and at
                           the same time the Company shall deposit with the
                           Trustee an amount of money equal to the aggregate
                           amount proposed to be paid in respect of such
                           Defaulted Interest or shall make arrangements
                           satisfactory to the Trustee for such deposit prior to
                           the date of the proposed payment, such money when
                           deposited to be held in trust for the benefit of the
                           Persons entitled to such Defaulted Interest as in
                           this Section 307 provided. Thereupon the Trustee
                           shall fix a Special Record Date for the payment of
                           such Defaulted Interest which shall be not more than
                           15 days and not less than 10 days prior to the date
                           of the proposed payment and not less than 10 days
                           after the receipt by the Trustee of the notice of the
                           proposed payment. The Trustee shall promptly notify
                           the Company of such Special Record Date and, in the
                           name and at the expense of the Company, shall cause
                           notice of the proposed payment of such Defaulted
                           Interest and the Special Record Date therefor to be
                           mailed, first-class postage prepaid, to each Holder
                           of Securities of such series at his address as it
                           appears in the Security Register, not less than 10
                           days prior to such Special Record Date. Notice of the
                           proposed payment of such Defaulted Interest and the
                           Special Record Date therefor having been so mailed,
                           such Defaulted Interest shall be paid to the Persons
                           in whose names the Securities of such series (or
                           their respective Predecessor Securities) are
                           registered at the close of business on such Special
                           Record Date and shall no longer be payable pursuant
                           to the following Clause (2).

                  (2)      The Company may make payment of any Defaulted
                           Interest on the Securities of any series in any other
                           lawful manner not inconsistent with the requirements
                           of any securities exchange on which such Securities
                           may be listed, and upon such notice as may be
                           required by such exchange, if, after notice given by
                           the Company to the Trustee of the proposed payment
                           pursuant to this Section 307, such manner of payment
                           shall be deemed practicable by the Trustee.

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


<PAGE>
                                                                              31


                  SECTION 308. PERSONS DEEMED OWNERS.

                  Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any) and (subject to Section 307) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

                  None of the Company, the Trustee or any agent of the Company
or the Trustee shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership interest
of a Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest. Notwithstanding the
foregoing, with respect to any Security in global form, nothing herein shall
prevent the Company or the Trustee or any agent of the Company or the Trustee
from giving effect to any written certification, proxy or other authorization
furnished by any U.S. Depositary or Common Depositary (or its nominee), as a
Holder, with respect to such Security in global form or impair, as between such
U.S. Depositary or Common Depositary and owners of beneficial interests in such
Security in global form, the operation of customary practices governing the
exercise of the right of such U.S. Depositary or Common Depositary (or its
nominee) as holder of such Security in global form.

                  SECTION 309. CANCELLATION.

                  All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly cancelled
by the Trustee. No Securities shall be authenticated in lieu of or in exchange
for any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities shall be held by the
Trustee and may be destroyed (and, if so destroyed, certification of their
destruction shall be delivered to the Company upon its request, unless, by a
Company Order, the Company shall direct that cancelled Securities be returned to
it).


<PAGE>
                                                                              32


                  SECTION 310. COMPUTATION OF INTEREST.

                  Except as otherwise specified as contemplated by Section 301
for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.

                                   ARTICLE 4

                           SATISFACTION AND DISCHARGE

                  SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall cease to be of further effect (except as
to any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for or in the form of Security for such series), when
the Trustee, upon Company Request and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

                  (1)      either

                           (A)      all Securities theretofore authenticated and
                                    delivered (other than (i) Securities which
                                    have been destroyed, lost or stolen and
                                    which have been replaced or paid as provided
                                    in Section 306 and (ii) Securities for whose
                                    payment money has theretofore been deposited
                                    in trust or segregated and held in trust by
                                    the Company and thereafter repaid to the
                                    Company or discharged from such trust, as
                                    provided in Section 1009) have been
                                    delivered to the Trustee for cancellation;
                                    or

                           (B)      all such Securities not theretofore
                                    delivered to the Trustee for cancellation

                                    (i)     have become due and payable, or

                                    (ii)    will become due and payable at
                                            their Stated Maturity within one
                                            year, or

                                    (iii)   are to be called for redemption
                                            within one year under arrangements
                                            satisfactory to the Trustee for the
                                            giving of notice of redemption by
                                            the Trustee in the name, and at the
                                            expense, of the Company,

                                            and the Company, in the case of (i),
                                            (ii) or (iii) above, has deposited
                                            with the Trustee as trust funds in
                                            trust for the purpose an amount
                                            sufficient to pay and discharge the
                                            entire indebtedness on such
                                            Securities not theretofore delivered
                                            to the Trustee for cancellation, for
                                            principal (and premium, if any) and
                                            interest to the date of such deposit
                                            (in


<PAGE>
                                                                              33


                                            the case of Securities which have
                                            become due and payable) or the
                                            Stated Maturity or Redemption Date,
                                            as the case may be;

                  (2)      the Company has paid or caused to be paid all other
                           sums payable hereunder by the Company; and

                  (3)      the Company has delivered to the Trustee an Officer's
                           Certificate and an Opinion of Counsel, each stating
                           that all conditions precedent provided for herein
                           relating to the satisfaction and discharge of this
                           Indenture have been complied with.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 607, the
obligations of the Company to any Authenticating Agent under Section 614 and, if
money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1009 shall survive.

                  SECTION 402. APPLICATION OF TRUST MONEY.

                  Subject to the provisions of the last paragraph of Section
1009, all money deposited with the Trustee pursuant to Section 401 shall be held
in trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with or
received by the Trustee.

                                   ARTICLE 5

                                    REMEDIES

                  SECTION 501. EVENTS OF DEFAULT.

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

                  (1)      the Company defaults in the payment of interest on
                           any Security of that series when such interest
                           becomes due and payable and the default continues for
                           a period of 30 days; provided, however, that if the
                           Company is permitted by the terms of the Securities
                           of the applicable series to defer the payment in
                           question, the date on which such payment is due and
                           payable shall be the date on which the Company is
                           required to make payment following such deferral, if
                           such deferral has been elected pursuant to the terms
                           of the Securities; or


<PAGE>
                                                                              34


                  (2)      the Company defaults in the payment of the principal
                           of (or premium, if any, on) any Security of that
                           series when the same becomes due and payable at
                           Maturity, upon redemption (including redemptions
                           under Article 11), or otherwise; provided, however,
                           that if the Company is permitted by the terms of the
                           Securities of the applicable series to defer the
                           payment in question, the date on which such payment
                           is due and payable shall be the date on which the
                           Company is required to make payment following such
                           deferral, if such deferral has been elected pursuant
                           to the terms of the Securities; or

                  (3)      the Company fails to observe or perform in any
                           material respect any of its other covenants,
                           warranties or agreements in the Securities of that
                           series or this Indenture (other than a covenant,
                           agreement or warranty a default in whose performance
                           or whose breach is elsewhere in this Section
                           specifically dealt with or which has expressly been
                           included in this Indenture solely for the benefit of
                           series of Securities other than that series), and the
                           failure to observe or perform continues for the
                           period and after the notice specified in the last
                           paragraph of this Section; or

                  (4)      any event of default, as defined in any other
                           indenture, mortgage, or instrument under which there
                           may be issued, or by which there may be secured or
                           evidenced, any Indebtedness of the Company (whether
                           such Indebtedness now exists or shall hereafter be
                           created or incurred) shall occur and shall consist of
                           default in the payment of such Indebtedness at the
                           maturity thereof (after giving effect to any
                           applicable grace period) or shall result in
                           Indebtedness becoming or being declared due and
                           payable prior to the date on which it would otherwise
                           become due and payable, and such default in payment
                           is not cured or such acceleration shall not be
                           rescinded or annulled within 30 days after written
                           notice to the Company from the Trustee or to the
                           Company and to the Trustee from the Holders of at
                           least 25% in aggregate principal amount of the
                           Securities of that series at the time outstanding;
                           provided that it shall not be an Event of Default if
                           the principal amount of Indebtedness (other than
                           Indebtedness represented by Securities issued
                           pursuant to this Indenture) which is not paid at
                           maturity or the maturity of which is accelerated is
                           less than or equal to $25 million provided further
                           that if, prior to a declaration of acceleration of
                           the maturity of the Securities of that series or the
                           entry of judgment in favor of the Trustee in a suit
                           pursuant to Section 503, such default shall be
                           remedied or cured by the Company or waived by the
                           holders of such Indebtedness, then the Event of
                           Default hereunder by reason thereof shall be deemed
                           likewise to have been thereupon remedied, cured or
                           waived without further action upon the part of either
                           the Trustee or any of the Holders of the Securities
                           of that series, and provided further, that, subject
                           to Sections 601 and 602, the Trustee shall not be
                           charged with knowledge of any such default unless
                           written notice of such default shall have been given
                           to the Trustee by the Company, by a holder or an
                           agent of a holder


<PAGE>
                                                                              35


                           of any such Indebtedness, by the trustee then acting
                           under any indenture or other instrument under which
                           such default shall have occurred, or by the Holders
                           of at least five percent in aggregate principal
                           amount of the Securities of that series at the time
                           Outstanding; or

                  (5)      the Company pursuant to or within the meaning of any
                           Bankruptcy Law (A) commences a voluntary case or
                           proceeding under any Bankruptcy Law with respect to
                           itself, (B) consents to the entry of a judgment,
                           decree or order for relief against it in an
                           involuntary case or proceeding under any Bankruptcy
                           Law, (C) consents to or acquiesces in the institution
                           of bankruptcy or insolvency proceedings against it,
                           (D) applies for, consents to or acquiesces in the
                           appointment of or taking possession by a Custodian of
                           the Company or for any material part of its property,
                           (E) makes a general assignment for the benefit of its
                           creditors or (F) takes any corporate action in
                           furtherance of or to facilitate, conditionally or
                           otherwise, any of the foregoing; or

                  (6)      (i) a court of competent jurisdiction enters a
                           judgment, decree or order for relief in respect of
                           the Company in an involuntary case or proceeding
                           under any Bankruptcy Law which shall (A) approve as
                           properly filed a petition seeking reorganization,
                           arrangement, adjustment or composition in respect of
                           the Company, (B) appoint a Custodian of the Company
                           or for any material part of its property, or (C)
                           order the winding-up or liquidation of its affairs,
                           and such judgment, decree or order shall remain
                           unstayed and in effect for a period of 60 consecutive
                           days; or (ii) any bankruptcy or insolvency petition
                           or application is filed, or any bankruptcy or
                           insolvency proceeding is commenced against the
                           Company and such petition, application or proceeding
                           is not dismissed within 60 days; or (iii) a warrant
                           of attachment is issued against any material portion
                           of the property of the Company which is not released
                           within 60 days of service; or

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

                  A Default under clause (3) above is not an Event of Default
until the Trustee or the Holders of at least 25% in aggregate principal amount
of the Outstanding Securities of that series notify the Company of the Default
and the Company does not cure the Default within 90 days after receipt of the
notice. The notice must specify the Default, demand that it be remedied and
state that the notice is a "Notice of Default." When a Default under clause (3)
above is cured within such 90-day period, it ceases.

                  SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND
                               ANNULMENT.

                  If an Event of Default with respect to Securities of any
series (other than an Event of Default specified in clause (5) or (6) of Section
501) occurs and is continuing, the Trustee by notice in writing to the Company,
or the Holders of at least 25% in aggregate principal amount of


<PAGE>
                                                                              36


the Outstanding Securities of that series by notice in writing to the Company
and the Trustee, may declare the unpaid principal of and accrued interest to the
date of acceleration (or, if the Securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) on all the Outstanding Securities of that series to be
due and payable immediately and, upon any such declaration, the Outstanding
Securities of that series (or specified principal amount) shall become and be
immediately due and payable.

                  If an Event of Default specified in clause (5) or (6) of
Section 501 occurs, all unpaid principal of and accrued interest on the
Outstanding Securities of that series (or specified principal amount) 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 of any Security of that series.

                  Upon payment of all such principal and interest, all of the
Company's obligations under the Securities of that series and (upon payment of
the Securities of all series) this Indenture shall terminate, except obligations
under Section 607.

                  The Holders of a majority in principal amount of the
Outstanding Securities of that series by notice to the Trustee may rescind an
acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of the principal and interest of the Securities of that
series that has become due solely by such declaration of acceleration, have been
cured or waived, (ii) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal that has
become due otherwise than by such declaration of acceleration have been paid,
(iii) the rescission would not conflict with any judgment or decree of a court
of competent jurisdiction and (iv) all payments due to the Trustee and any
predecessor Trustee under Section 607 have been made.

                  SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR
                               ENFORCEMENT BY TRUSTEE.

                  The Company covenants that if:

                  (1)      default is made in the payment of any interest on any
                           Security of any series when such interest becomes due
                           and payable and such default continues for a period
                           of 30 days, or

                  (2)      default is made in the payment of the principal of
                           (or premium, if any, on) any Security of any series
                           at the Maturity thereof,

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


<PAGE>
                                                                              37


                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such
Securities, wherever situated.

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

                  SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

                           (i)      to file and prove a claim for the whole
                                    amount of principal (and premium, if any)
                                    and interest owing and unpaid in respect of
                                    the Securities and to file such 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 agent and counsel) and of the Holders
                                    allowed in such judicial proceedings, and

                           (ii)     to collect and receive any moneys or other
                                    property payable or deliverable on any such
                                    claims and to distribute the same; and any
                                    custodian, receiver, assignee, trustee,
                                    liquidator, sequestrator or other similar
                                    official in any such judicial proceeding is
                                    hereby authorized by each Holder to make
                                    such payments to the Trustee and, in the
                                    event that the Trustee shall consent to the
                                    making of such payments directly to the
                                    Holders, to pay to the Trustee any amount
                                    due it for the reasonable compensation,
                                    expenses,


<PAGE>
                                                                              38


                                    disbursements and advances of the Trustee,
                                    its agents and counsel, and any other
                                    amounts due the Trustee under Section 607.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

                  SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
                               SECURITIES.

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

                  SECTION 506. APPLICATION OF MONEY COLLECTED.

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

                  First: To the payment of all amounts due the Trustee under
         Section 607 applicable to such series;

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

                  Third: To the Company.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 506. At least fifteen (15) days
before such record date, the Trustee shall mail to each Holder and the Company a
notice that states the record date, the payment date and the amount to be paid.


<PAGE>
                                                                              39


                  SECTION 507. LIMITATION ON SUITS.

                  No Holder of any Security of any series shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

                  (1)      such Holder has previously given written notice to
                           the Trustee of a continuing Event of Default with
                           respect to the Securities of that series;

                  (2)      the Holders of not less than 25% in principal amount
                           of the Outstanding Securities of that series shall
                           have made written request to the Trustee to institute
                           proceedings in respect of such Event of Default in
                           its own name as Trustee hereunder;

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

                  (4)      the Trustee for 60 days after its receipt of such
                           notice, request and offer of indemnity has failed to
                           institute any such proceeding; and

                  (5)      no direction inconsistent with such written request
                           has been given to the Trustee during such 60-day
                           period by the Holders of a majority in principal
                           amount of the Outstanding Securities of that series;

                           it being understood and intended that no one or more
                           of Holders of Securities of any series shall have any
                           right in any manner whatever by virtue of, or by
                           availing of, any provision of this Indenture to
                           affect, disturb or prejudice the rights of any other
                           of such Holders, or to obtain or to seek to obtain
                           priority or preference over any other of such Holders
                           or to enforce any right under this Indenture, except
                           in the manner herein provided and for the equal and
                           ratable benefit of all Holders of Securities of the
                           affected series.

                  SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
                               PRINCIPAL, PREMIUM AND INTEREST.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 307) interest on such Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

                  SECTION 509. 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


<PAGE>
                                                                              40


shall be restored severally and respectively to their former positions hereunder
and thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding has been instituted.

                  SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 306, 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 511. DELAY OR OMISSION NOT WAIVER.

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

                  SECTION 512. CONTROL BY HOLDERS.

                  The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series, provided that:

                  (1)      such direction shall not be in conflict with any rule
                           of law or with this Indenture;

                  (2)      the Trustee may take any other action deemed proper
                           by the Trustee which is not inconsistent with such
                           direction; and

                  (3)      subject to Section 601, the Trustee need not take any
                           action which might involve the Trustee in personal
                           liability or be unduly prejudicial to the Holders not
                           joining therein.

                  SECTION 513. WAIVER OF PAST DEFAULTS.

                  The Holders of not less than a majority in principal amount of
the Outstanding Securities of any series may by written notice to the Trustee on
behalf of the Holders of all the Securities of such series waive any Default or
Event of Default with respect to such series and its consequences, except a
Default or Event of Default


<PAGE>
                                                                              41


                  (1)      in respect of the payment of the principal of (or
                           premium, if any) or interest on any Security of such
                           series, or

                  (2)      in respect of a covenant or other provision hereof
                           which under Article Nine cannot be modified or
                           amended without the consent of the Holder of each
                           Outstanding Security of such series affected.

                  Upon any such waiver, such Default or Event of Default shall
cease to exist and shall be deemed to have been cured, for every purpose of this
Indenture and the Securities of such series; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereon.

                  SECTION 514. UNDERTAKING FOR COSTS.

                  All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest on any Security on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

                                   ARTICLE 6

                                   THE TRUSTEE

                  SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES OF THE
                               TRUSTEE.

                           (a)      Except during the continuance of an Event of
                                    Default, the Trustee's duties and
                                    responsibilities under this Indenture shall
                                    be governed by Section 315(a) of the Trust
                                    Indenture Act.

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

                           (c)      None of the provisions of Section 315(d) of
                                    the Trust Indenture Act shall be excluded
                                    from this Indenture.


<PAGE>
                                                                              42


                  SECTION 602. NOTICE OF DEFAULTS.

                  Within 30 days after the occurrence of any Default or Event of
Default with respect to the Securities of any series, the Trustee shall give to
all Holders of Securities of such series, as their names and addresses appear in
the Security Register, notice of such Default or Event of Default actually known
to a Responsible Officer of the Trustee, unless such Default or Event of Default
shall have been cured or waived; provided, however, that, except in the case of
a Default or Event of Default in the payment of the principal of (or premium, if
any) or interest on any Security of such series or in the payment of any sinking
fund installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or directors or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interest of
the Holders of Securities of such series.

                  SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

                  Subject to the provisions of the Trust Indenture Act:

                           (a)      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 party
                                    or parties;

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

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

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

                           (e)      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 pursuant to
                                    this Indenture, unless such Holders shall
                                    have offered to the Trustee security or


<PAGE>
                                                                              43


                                    indemnity to its reasonable satisfaction
                                    against the costs, expenses and liabilities
                                    which might be incurred by it in compliance
                                    with such request or direction;

                           (f)      prior to the occurrence of an Event of
                                    Default with respect to the Securities of
                                    any series and after the curing or waiving
                                    of all such Events of Default which may have
                                    occurred, 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, approval or other paper or document,
                                    or the books and records of the Company,
                                    unless requested in writing to do so by the
                                    Holders of a majority in principal amount of
                                    the Outstanding Securities of any series;
                                    provided, however, that if the payment
                                    within a reasonable time to the Trustee of
                                    the costs, expenses or liabilities likely to
                                    be incurred by it in the making of such
                                    investigation is not, in the opinion of the
                                    Trustee, reasonably assured to the Trustee
                                    by the security afforded to it by the terms
                                    of this Indenture, the Trustee may require
                                    reasonable indemnity against such costs,
                                    expenses or liabilities as a condition to so
                                    proceeding; the reasonable expense of every
                                    such investigation shall be paid by the
                                    Company or, if paid by the Trustee, shall be
                                    repaid by the Company upon demand;

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

                           (h)      the Trustee shall not be required 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 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.

                  SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
                               SECURITIES.

                  The recitals herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.


<PAGE>
                                                                              44


                  SECTION 605. MAY HOLD SECURITIES.

                  The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

                  SECTION 606. MONEY HELD IN TRUST.

                  Money held by the Trustee in trust hereunder (including
amounts held by the Trustee as Paying Agent) need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed upon in writing with the Company.

                  SECTION 607. COMPENSATION AND REIMBURSEMENT.

                  The Company agrees

                  (1)      to pay to the Trustee from time to time reasonable
                           compensation for all services rendered by it
                           hereunder (which compensation shall not be limited by
                           any provision of law in regard to the compensation of
                           a trustee of an express trust);

                  (2)      except as otherwise expressly provided herein, to
                           reimburse the Trustee upon its request for all
                           reasonable expenses, disbursements and advances
                           incurred or made by the Trustee in accordance with
                           any provision of this Indenture (including the
                           reasonable compensation and the expenses and
                           disbursements of its agents and counsel), except any
                           such expense, disbursement or advance as may be
                           attributable to its negligence or bad faith; and

                  (3)      to indemnify the Trustee for, and to hold it harmless
                           against, any loss, liability, damage, claim or
                           expense, including taxes (other than taxes based upon
                           or determined or measured by the income of the
                           Trustee), incurred without gross negligence or bad
                           faith on its part, arising out of or in connection
                           with the acceptance or administration of the trust or
                           trusts hereunder, including the costs and expenses of
                           defending itself against any claim or liability in
                           connection with the exercise or performance of any of
                           its powers or duties hereunder.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(5) or Section
501(6), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law.

                  The provisions of this Section 607 shall survive this
Indenture and the resignation or removal of any Trustee hereunder.


<PAGE>
                                                                              45


                  SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS.

                  The Trustee shall be disqualified only where such
disqualification is required by Section 310(b) of the Trust Indenture Act.
Nothing shall prevent the Trustee from filing with the Commission the
application referred to in the second to last paragraph of Section 310(b) of the
Trust Indenture Act.

                  SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                  There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under Section 310(a)(1) of the Trust Indenture Act
having a combined capital and surplus of at least $50,000,000 subject to
supervision or examination by federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. Neither the Company nor any Person directly or
indirectly controlling, controlled by, or under common control with the Company
may serve as Trustee. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

                  SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF
                               SUCCESSOR.

                           (a)      No resignation or removal of the Trustee and
                                    no appointment of a successor Trustee
                                    pursuant to this Article shall become
                                    effective until the acceptance of
                                    appointment by the successor Trustee in
                                    accordance with the applicable requirements
                                    of Section 611.

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

                           (c)      The Trustee may be removed at any time with
                                    respect to the Securities of any series by
                                    Act of the Holders of a majority in
                                    principal amount of the Outstanding
                                    Securities of such series, delivered to the
                                    Trustee and to the Company.

                           (d)      If at any time:

                                    (1)      the Trustee shall fail to comply
                                             with Section 310(b) of the Trust
                                             Indenture Act after written request
                                             therefor by the


<PAGE>
                                                                              46


                                             Company or by any Holder who has
                                             been a bona fide Holder of a
                                             Security for at least six months;
                                             or

                                    (2)      the Trustee shall cease to be
                                             eligible under Section 609 and
                                             shall fail to resign after written
                                             request here for by the Company or
                                             by any such Holder of a Security
                                             who has been a bona fide Holder of
                                             a Security for at least six months;
                                             or

                                    (3)      the Trustee shall become incapable
                                             of acting or shall be adjudged a
                                             bankrupt or insolvent or a receiver
                                             of the Trustee or of its property
                                             shall be appointed or any public
                                             officer shall take charge or
                                             control of the Trustee or of its
                                             property or affairs for the purpose
                                             of rehabilitation, conservation or
                                             liquidation;

                                             then, in any such case, (i) the
                                             Company by a Board Resolution may
                                             remove the Trustee with respect to
                                             all Securities, or (ii) subject to
                                             Section 315(e) of the Trust
                                             Indenture Act, any Holder who has
                                             been a bona fide Holder of a
                                             security for at least six months
                                             may, on behalf of himself and all
                                             others similarly situated, petition
                                             any court of competent jurisdiction
                                             for the removal of the Trustee with
                                             respect to all Securities and the
                                             appointment of a successor Trustee
                                             or Trustees.

                           (e)      If the Trustee shall resign, be removed or
                                    become incapable of acting, or if a vacancy
                                    shall occur in the office of Trustee for any
                                    cause, with respect to the Securities of one
                                    or more series, the Company, by a Board
                                    Resolution, shall promptly appoint a
                                    successor Trustee or Trustees with respect
                                    to the Securities of that or those series
                                    (it being understood that any such successor
                                    Trustee may be appointed with respect to the
                                    Securities of one or more or all of such
                                    series and that at any time there shall be
                                    only one Trustee with respect to the
                                    Securities of any particular series) and
                                    shall comply with the applicable
                                    requirements of Section 611. If, within one
                                    year after such resignation, removal or
                                    incapability, or the occurrence of such
                                    vacancy, a successor Trustee with respect to
                                    the Securities of any series shall be
                                    appointed by Act of the Holders of a
                                    majority in principal amount of the
                                    Outstanding Securities of such series
                                    delivered to the Company and the retiring
                                    Trustee, the successor Trustee so appointed
                                    shall, forthwith upon its acceptance of such
                                    appointment in accordance with the
                                    applicable requirements of Section 611,
                                    become the successor Trustee with respect to
                                    the Securities of such series and to that
                                    extent supersede the successor Trustee
                                    appointed by the Company with respect to
                                    such Securities. If no successor Trustee
                                    with


<PAGE>
                                                                              47


                                    respect to the Securities of any series
                                    shall have been so appointed by the Company
                                    or the Holders and accepted appointment in
                                    the manner required by Section 611, any
                                    Holder who has been a bona fide Holder of a
                                    security of such series for at least six
                                    months may, on behalf of himself and all
                                    others similarly situated, petition any
                                    court of competent jurisdiction for the
                                    appointment of a successor Trustee with
                                    respect to the Securities of such series.

                           (f)      The Company shall give notice of each
                                    resignation and each removal of the Trustee
                                    with respect to the Securities of any series
                                    and each appointment of a successor Trustee
                                    with respect to the Securities of any series
                                    by mailing written notice of such event by
                                    first-class mail, postage prepaid, to all
                                    Holders of Securities of such series as
                                    their names and addresses appear in the
                                    security Register. Each notice shall include
                                    the name of the successor Trustee with
                                    respect to the Securities of such series and
                                    the address of its Corporate Trust Office.

                  SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR OR
                               ADDITIONAL TRUSTEES.

                           (a)      In case of the appointment hereunder of a
                                    successor Trustee with respect to all
                                    Securities, every such successor Trustee so
                                    appointed shall execute, acknowledge and
                                    deliver to the Company and to the retiring
                                    Trustee an instrument accepting such
                                    appointment, and thereupon the resignation
                                    or removal of the retiring Trustee shall
                                    become effective and such successor Trustee,
                                    without any further act, deed or conveyance,
                                    shall become vested with all the rights,
                                    powers, trusts and duties of the retiring
                                    Trustee; but, on the request of the Company
                                    or the successor Trustee, such retiring
                                    Trustee shall, upon payment of its charges,
                                    execute and deliver an instrument
                                    transferring to such successor Trustee all
                                    the rights, powers and trusts of the
                                    retiring Trustee and shall duly assign,
                                    transfer and deliver to such successor
                                    Trustee all property and money held by such
                                    retiring Trustee hereunder.

                           (b)      In case of the appointment hereunder of a
                                    Trustee or a successor with respect to the
                                    Securities of one or more (but not all)
                                    series, the Company, any retiring Trustee
                                    and each Trustee or a successor Trustee with
                                    respect to the Securities of one or more
                                    series shall execute and deliver an
                                    indenture supplemental hereto wherein each
                                    Trustee or a successor Trustee shall accept
                                    such appointment and which (1) shall contain
                                    such provisions as shall be necessary or
                                    desirable to transfer and confirm to, and to
                                    vest in, each Trustee or a successor Trustee
                                    all the rights, powers, trusts and duties of
                                    any retiring Trustee with respect to the
                                    Securities of that or those series to which
                                    the appointment of such Trustee or a
                                    successor Trustee


<PAGE>
                                                                              48


                                    relates, (2) if any retiring Trustee is not
                                    retiring with respect to all Securities,
                                    shall contain such provisions as shall be
                                    deemed necessary or desirable to confirm
                                    that all the rights, powers, trusts and
                                    duties of any retiring Trustee with respect
                                    to the Securities of that or those series as
                                    to which any retiring Trustee is not
                                    retiring shall continue to be vested in any
                                    retiring Trustee, and (3) shall add to or
                                    change any of the provisions of this
                                    Indenture as shall be necessary to provide
                                    for or facilitate the administration of the
                                    trusts hereunder by more than one Trustee,
                                    it being understood that nothing herein or
                                    in such supplemental Indenture shall
                                    constitute such Trustees co-trustees of the
                                    same trust and that each such Trustee shall
                                    be trustee of a trust or trusts hereunder
                                    separate and apart from any trust or trusts
                                    hereunder administered by any other such
                                    Trustee; and upon the execution and delivery
                                    of such supplemental indenture the
                                    resignation or removal of the retiring
                                    Trustee shall become effective to the extent
                                    provided therein and each such Trustee or a
                                    successor Trustee, without any further act,
                                    deed or conveyance, shall become vested with
                                    all the rights, powers, trusts and duties of
                                    any retiring Trustee with respect to the
                                    Securities of that or those series to which
                                    the appointment of such Trustee or a
                                    successor Trustee relates; but, on request
                                    of the Company or any Trustee or a successor
                                    Trustee, any such retiring Trustee shall
                                    duly assign, transfer and deliver to such
                                    Trustee or a successor Trustee all property
                                    and money held by any such retiring Trustee
                                    hereunder with respect to the Securities of
                                    that or those series to which the
                                    appointment of any such Trustee or successor
                                    Trustee relates.

                           (c)      Upon request of any such successor Trustee,
                                    the Company shall execute any and all
                                    instruments for more fully and certainly
                                    vesting in and confirming to such successor
                                    Trustee all such rights, powers and trusts
                                    referred to in paragraph (a) or (b) of this
                                    Section, as the case may be.

                           (d)      No successor Trustee shall accept its
                                    appointment unless at the time of such
                                    acceptance such successor Trustee shall be
                                    qualified and eligible under the Trust
                                    Indenture Act.


<PAGE>
                                                                              49


                  SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
                               TO BUSINESS.

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

                  SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST
                               COMPANY.

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

                  SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.

                  At any time when any of the Securities remain Outstanding the
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of, and
subject to the direction of, the Trustee to authenticate Securities of such
series issued upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $5,000,000 and
subject to supervision or examination by federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

                  Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion


<PAGE>
                                                                              50


or consolidation to which such Authenticating Agent shall be a party, or any
corporation succeeding to the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

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

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

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

                         Form of Authenticating Agent's
                          Certificate of Authentication

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

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


                                       ---------------------------------------
                                                                    As Trustee

                                       By:
                                          ------------------------------------
                                                       As Authenticating Agent

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


<PAGE>
                                                                              51


                                   ARTICLE 7

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                               HOLDERS.

                  The Company will furnish or cause to be furnished to the
Trustee:

                           (a)      semi-annually, not later than January 1 and
                                    July 1 in each year, a list, in such form as
                                    the Trustee may reasonably require, of the
                                    names and addresses of the Holders as of the
                                    preceding December 15 or June 15, as the
                                    case may be; and

                           (b)      at such other times as the Trustee may
                                    request in writing, within 30 days after the
                                    receipt by the Company of any such request,
                                    a list of similar form and content as of a
                                    date not more than 15 days prior to the time
                                    such list is furnished;

                                    provided, however, that so long as the
                                    Trustee is the Security Registrar, no such
                                    list shall be required to be furnished.

                  SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO
                               HOLDERS.

                           (a)      The Trustee shall preserve, in as current a
                                    form as is reasonably practicable, the names
                                    and addresses of Holders contained in the
                                    most recent list furnished to the Trustee as
                                    provided in Section 701 and the names and
                                    addresses of Holders received by the Trustee
                                    in its capacity as Security Registrar. The
                                    Trustee may destroy any list furnished to it
                                    as provided in Section 701 upon receipt of a
                                    new list so furnished.

                           (b)      If three or more Holders (herein referred to
                                    as "applicants") apply in writing to the
                                    Trustee, and furnish to the Trustee
                                    reasonable proof that each such applicant
                                    has owned a Security for a period of at
                                    least six months preceding the date of such
                                    application, and such application states
                                    that the applicants desire to communicate
                                    with other Holders with respect to their
                                    rights under this Indenture or under the
                                    Securities and is accompanied by a copy of
                                    the form of proxy or other communication
                                    which such applicants propose to transmit
                                    then the Trustee shall, within five Business
                                    Days after the receipt of such application,
                                    at its election, either

                                    (i)      afford such applicants access to
                                             the information preserved at the
                                             time by the Trustee in accordance
                                             with Section 702(a); or

                                    (ii)     inform such applicants as to the
                                             approximate number of Holders whose
                                             names and addresses appear in the


<PAGE>
                                                                              52


                                             information preserved at the time
                                             by the Trustee in accordance with
                                             Section 702(a), and as to the
                                             approximate cost of mailing to such
                                             Holders the form of proxy or other
                                             communication, if any, specified in
                                             such application.

                  If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder whose name and address appears in the
information preserved at the time by the Trustee in accordance with Section
702(a) a copy of the form of proxy or other communication which is specified in
such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interest of the Holders or would be in violation of applicable law. Such written
statement shall specify the basis of such opinion. If the Commission, after
opportunity for a hearing upon the objections specified in the written statement
so filed, shall enter an order refusing to sustain any of such objections or if,
after the entry of an order sustaining one or more of such objections, the
Commission shall find, after notice and opportunity for hearing, that all
objections so sustained have been met and shall enter an order so declaring, the
Trustee shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

                           (c)      Every Holder of Securities, by receiving and
                                    holding the same, agrees with the Company
                                    and the Trustee that neither the Company nor
                                    the Trustee nor any agent of either of them
                                    shall be held accountable by reason of the
                                    disclosure of any such information as to the
                                    names and addresses of the Holders in
                                    accordance with Section 702(b), regardless
                                    of the source from which such information
                                    was derived, and that the Trustee shall not
                                    be held accountable by reason of mailing any
                                    material pursuant to a request made under
                                    Section 702(b).

                  SECTION 703. REPORTS BY TRUSTEE.

                           (a)      Within 60 days after May 15 of each year
                                    commencing with the year 2003, the Trustee
                                    shall transmit by mail to all Holders of
                                    Securities as provided in Section 313(c) of
                                    the Trust Indenture Act, a brief report
                                    dated as of May 15, if required by and in
                                    compliance with Section 313(a) of the Trust
                                    Indenture Act.

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


<PAGE>
                                                                              53


                  SECTION 704. REPORTS BY COMPANY.

                  The Company shall:

                  (1)      file with the Trustee, within 30 days after the
                           Company is required to file the same with the
                           Commission, copies of the annual reports and of the
                           information, documents and other reports (or copies
                           of such portions of any of the foregoing as the
                           Commission may from time to time by rules and
                           regulations prescribe) which the Company may be
                           required to file with the Commission pursuant to
                           Section 13 or Section 15(d) of the Exchange Act; or,
                           if the Company is not required to file information,
                           documents or reports pursuant to either of said
                           Sections, then it shall file with the Trustee and the
                           Commission, in accordance with rules and regulations
                           prescribed from time to time by the Commission, such
                           of the supplementary and periodic information,
                           documents and reports which may be required pursuant
                           to Section 13 of the Exchange Act in respect of a
                           security listed and registered on a national
                           securities exchange as may be prescribed from time to
                           time in such rules and regulations;

                  (2)      file with the Trustee and the Commission, in
                           accordance with rules and regulations prescribed from
                           time to time by the Commission, such additional
                           information, documents and reports with respect to
                           compliance by the Company with the conditions and
                           covenants of this Indenture as may be required from
                           time to time by such rules and regulations;

                  (3)      furnish to the Trustee, on or before May 1 of each
                           year, a brief certificate from the principal
                           executive officer, principal financial officer or
                           principal accounting officer as to his or her
                           knowledge of the Company's compliance with all
                           conditions and covenants under this Indenture. For
                           purposes of this paragraph, such compliance shall be
                           determined without regard to any period of grace or
                           requirement of notice provided under this Indenture.
                           Such certificate need not comply with Section 102.

                                   ARTICLE 8

                 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

                  SECTION 801. WHEN COMPANY MAY MERGE, ETC.

                  The Company shall not consolidate, or merge with or into any
other corporation (whether or not the Company shall be the surviving
corporation), or sell, assign, transfer or lease or otherwise dispose of all or
substantially all of its properties and assets as an entirety or substantially
as an entirety to any Person or group of affiliated Persons, in one transaction
or a series of related transactions, unless:

                  (1)      either the Company shall be the continuing Person or
                           the Person (if other than the Company) formed by such
                           consolidation or with which or into


<PAGE>
                                                                              54


                           which the Company is merged or the Person (or group
                           of affiliated Persons) to which all or substantially
                           all the properties and assets of the Company as an
                           entirety or substantially as an entirety are sold,
                           assigned, transferred or leased shall be a
                           corporation, partnership or trust or other entity
                           organized and existing under the laws of the United
                           States of America or any State thereof or the
                           District of Columbia and shall expressly assume, by
                           an indenture supplemental hereto, executed and
                           delivered to the Trustee, in form satisfactory to the
                           Trustee, all the obligations of the Company under the
                           Securities and this Indenture; and

                  (2)      immediately before and after giving effect to such
                           transaction or series of related transactions, no
                           Event of Default, and no Default, and no event which,
                           after notice or lapse of time or both, would become
                           and Event of Default, shall have occurred and be
                           continuing.

                  SECTION 802. OPINION OF COUNSEL.

                  The Company shall deliver to the Trustee prior to the proposed
transaction(s) covered by Section 801 an Officer's Certificate and an Opinion of
Counsel stating that the transaction(s) and such supplemental indenture comply
with this Indenture and that all conditions precedent to the consummation of the
transaction(s) under this Indenture have been met.

                  SECTION 803. SUCCESSOR CORPORATION SUBSTITUTED.

                  Upon any consolidation by the Company with or merger by the
Company into an other corporation or any lease, sale, assignment, or transfer of
all or substantially all of the property and assets of the Company in accordance
with Section 801, the successor corporation formed by such consolidation or into
which the Company is merged or the successor corporation or affiliated group of
corporations to which such lease, sale, assignment, or transfer 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
corporation or corporations had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor corporation or
corporations shall be relieved of all obligations and covenants under this
Indenture and the Securities and in the event of such conveyance or transfer,
except in the case of a lease, any such predecessor corporation may be dissolved
and liquidated.

                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURES

                  SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
                               HOLDERS.

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


<PAGE>
                                                                              55


                  (1)      to evidence the succession of another corporation to
                           the Company and the assumption by any such successor
                           of the covenants of the Company herein and in the
                           Securities; or

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

                  (3)      to add any additional Events of Default with respect
                           to all or any series of Securities; or

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

                  (5)      to change or eliminate any of the provisions of this
                           Indenture, provided that any such change or
                           elimination shall become effective only when there is
                           no Security Outstanding of any series created prior
                           to the execution of such supplemental Indenture which
                           is entitled to the benefit of such provision; or

                  (6)      to secure the Securities; or

                  (7)      to establish the form or terms of Securities of any
                           series as permitted by Sections 201 and 301; or

                  (8)      to evidence and provide for the acceptance of
                           appointment hereunder by a Trustee or a successor
                           Trustee with respect to the Securities of one or more
                           series and to add to or change any of the provisions
                           of this Indenture as shall be necessary to provide
                           for or facilitate the administration of the trusts
                           hereunder by more than one Trustee, pursuant to the
                           requirements of Section 611(b); or

                  (9)      to cure any ambiguity, defect or inconsistency or to
                           correct or supplement any provision herein which may
                           be inconsistent with any other provision herein; or

                  (10)     to make any change that does not materially adversely
                           affect the interests of the Holders of Securities of
                           such series; or

                  (11)     to qualify, or maintain the qualification of the
                           Indenture under the Trust Indenture Act.

                  Upon request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon receipt
by the Trustee of the


<PAGE>
                                                                              56


documents described in (and subject to the last sentence of) Section 903, the
Trustee shall join with the Company in the execution of any supplemental
indenture authorized or permitted by the terms of this Indenture.

                  SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

                  With the written consent of the Holders of a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee
shall, subject to Section 903, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding security affected
thereby,

                  (1)      change the Stated Maturity of the principal of, or
                           any installment of principal of or interest on, any
                           security, or reduce the principal amount thereof or
                           the rate of interest thereon or any premium payable
                           upon the redemption thereof or extend the time for
                           payment thereof, or reduce the amount of the
                           principal of an Original Issue Discount security that
                           would be due and payable upon a declaration of
                           acceleration of the Maturity thereof pursuant to
                           Section 502, or change any Place of Payment where, or
                           the coin or currency in which, any security 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);

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

                  (3)      change the redemption provisions (including Article
                           Eleven) hereof in a manner adverse to such Holder; or

                  (4)      modify any of the provisions of this Section or
                           Section 513, 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 Security
                           affected thereby; provided, however, that this clause
                           shall not be deemed to require the consent of any
                           Holder with respect to changes in the references to
                           "the Trustee" and concomitant changes in this
                           Section, or the deletion of this proviso, in
                           accordance with the requirements of Sections 611(b)
                           and 901(8).


<PAGE>
                                                                              57


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

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

                  SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

                  The Trustee shall sign any supplemental indenture authorized
pursuant to this Article, subject to the last sentence of this Section 903. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Officer's
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

                  SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

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

                  SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

                  Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act as then in effect.

                  SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL
                               INDENTURES.

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


<PAGE>
                                                                              58


                                   ARTICLE 10

                                    COVENANTS

                  SECTION 1001. PAYMENTS OF SECURITIES.

                  With respect to each series of Securities, the Company will
duly and punctually pay the principal of (and premium, if any) and interest on
such Securities in accordance with their terms and this Indenture, and will duly
comply with all the other terms, agreements and conditions contained in, or made
in the Indenture for the benefit of, the Securities of such series.

                  SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

                  The Company will maintain an office or agency in each Place of
Payment where Securities may be surrendered for registration of transfer or
exchange or for presentation for payment, where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in 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 as set forth in
Section 105 hereof.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations. 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.

                  Unless otherwise set forth in, or pursuant to, a Board
Resolution or indenture supplemental hereto with respect to a series of
Securities, the Company hereby initially designates the Corporate Trust Office
as such office of the Company.

                  SECTION 1003. CORPORATE EXISTENCE.

                  Subject to Article 8 hereof, the Company will do or cause to
be done all things necessary to preserve and keep in full force and effect its
corporate existence and that of each of its Subsidiaries and the rights (charter
and statutory) of the Company and its Subsidiaries; provided, however, that (a)
the Company shall not be required to preserve any such right, license or
franchise or the corporate existence of any of its Subsidiaries if the Board of
Directors, or the board of directors of the Subsidiary concerned, as the case
may be, shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company or any of its Subsidiaries and that
the loss thereof is not materially disadvantageous to the Holders, and (b)
nothing herein contained shall prevent any Subsidiary of the Company from
liquidating or dissolving, or merging into, or consolidating with the Company
(provided that the Company shall be the continuing or surviving corporation) or
with any one or more Subsidiaries if the Board of Directors or the board of
directors of the Subsidiary concerned, as the case may be, shall so determine.


<PAGE>
                                                                              59


                  SECTION 1004. PAYMENT OF TAXES AND OTHER CLAIMS.

                  The Company will pay or discharge, or cause to be paid or
discharged, before the same shall become delinquent, (1) all material taxes,
assessments and governmental charges levied or imposed upon the Company or any
Subsidiary or upon the income, profits or property of the Company or any
Subsidiary material to the Company and its Subsidiaries taken as a whole, and
(2) all lawful claims for labor, materials and supplies which, if unpaid, might
by law become a material lien upon the property of the Company or any Subsidiary
material to the Company and its Subsidiaries taken as a whole; provided,
however, 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 whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings and for which adequate provision has been made.

                  SECTION 1005. COMPLIANCE CERTIFICATES.

                           (a)      The Company shall deliver to the Trustee,
                                    within 10 days after the occurrence thereof,
                                    notice of any acceleration which with the
                                    giving of notice and the lapse of time would
                                    be an Event of Default within the meaning of
                                    Section 501(4) hereof.

                           (b)      The Company shall deliver to the Trustee
                                    forthwith upon becoming aware of a Default
                                    or Event of Default (but in no event later
                                    than 10 days after the occurrence of each
                                    Default or Event of Default that is
                                    continuing), an Officer's Certificate
                                    setting forth the details of such Default or
                                    Event of Default and the action that the
                                    Company proposes to take with respect
                                    thereto and the specific section or sections
                                    of this Indenture in connection with which
                                    such Default or Event of Default has
                                    occurred.

                  SECTION 1006. COMMISSION REPORTS.

                           (a)      So long as the Securities remain
                                    outstanding, the Company shall cause its
                                    annual report to shareholders and any other
                                    financial reports furnished by it to
                                    shareholders generally, to be mailed to the
                                    Holders at their addresses appearing in the
                                    register of Securities maintained by the
                                    Security Registrar in each case at the time
                                    of such mailing or furnishing to
                                    shareholders. If the Company is not required
                                    to furnish annual reports to its
                                    shareholders pursuant to the Exchange Act,
                                    the Company shall cause its financial
                                    statements, including any notes thereto and,
                                    with respect to annual reports, an auditors'
                                    report by an accounting firm of established
                                    national reputation and a "Management's
                                    Discussion and Analysis of Financial
                                    Condition and Results of Operations," to be
                                    so filed with the Trustee and mailed to the
                                    Holders within 90 days after the end of each
                                    of the Company's fiscal years and within 45
                                    days after the end of each of the first
                                    three quarters of each fiscal year.


<PAGE>
                                                                              60


                           (b)      The Company shall provide the Trustee with a
                                    sufficient number of copies of all reports
                                    and other documents and information that the
                                    Company may be required to deliver to the
                                    Holders under this Section 1006.

                  SECTION 1007. 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, and will actively resist any and all efforts to be compelled
to take the benefit or advantage of, any stay or extension law or any usury law
or other law, which would prohibit or forgive the Company from paying all or any
portion of the principal of and/or interest on the Securities as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may
affect the covenants or the 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.

                  SECTION 1008. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN
                                TRUST.

                  If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before each due date of
the principal of (and premium, if any) or interest on any of the Securities of
that series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents for
any series of Securities, it will, prior to each due date of the principal of
(and premium, if any) or interest on any Securities of that series, deposit with
a Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure to so act.

                  The Company will cause each Paying Agent for any series of
Securities (other than the Trustee) to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:

                           (i)      hold all sums held by it for the payment of
                                    the principal of (and premium, if any) or
                                    interest on Securities of that series in
                                    trust for the benefit of the Persons
                                    entitled thereto until such sums shall be
                                    paid to such Persons or otherwise disposed
                                    of as herein provided;

                           (ii)     give the Trustee notice of any default by
                                    the Company (or any other obligor upon the
                                    Securities of that series) in the


<PAGE>
                                                                              61


                                    making of any payment of principal (and
                                    premium, if any) or interest on the
                                    Securities of that series; and

                           (iii)    at any time during the continuance of any
                                    such default, upon the written request of
                                    the Trustee, forthwith pay to the Trustee
                                    all sums so held in trust by such Paying
                                    Agent.

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

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

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

                  SECTION 1101. APPLICABILITY OF ARTICLE.

                  Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms in whole or
in part (provided Securities issued in denominations larger than $50 may be
redeemed in part only in integral multiples of $50) and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.

                  SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                  The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall, at
least 45 days prior to the Redemption Date fixed


<PAGE>
                                                                              62


by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officer's Certificate evidencing
compliance with such restriction.

                  SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE
                                REDEEMED.

                  If less than all the Securities of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 90 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, substantially
pro rata, by lot or by any other method as the Trustee considers fair and
appropriate and that complies with the requirements of the principal national
securities exchange, if any, on which such Securities are listed, and which may
provide for the selection for redemption of portions (equal to the lesser of the
minimum authorized denomination for Securities of that series or $50 per
Security, and any integral multiple thereof) of the principal amount of
Securities of such series of a denomination larger than the minimum authorized
denomination for Securities of that series; provided that in case the Securities
of such series have different terms and maturities, the Securities to be
redeemed shall be selected by the Company and the Company shall give notice
thereof to the Trustee.

                  The Trustee shall promptly notify the Company in writing of
the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be redeemed.

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

                  SECTION 1104. NOTICE OF REDEMPTION.

                  Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at this address
appearing in the security Register.

                  All notices of redemption shall state:

                  (1)      the Redemption Date;

                  (2)      the Redemption Price;

                  (3)      if less than all the Outstanding Securities of any
                           series are to be redeemed, the identification (and,
                           in the case of partial redemption, the principal
                           amounts) of the particular Securities to be redeemed;


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                                                                              63


                  (4)      that on the Redemption Date, the Redemption Price
                           will become due and payable upon each such security
                           to be redeemed and, if applicable, that interest
                           thereon will cease to accrue on and after said date;

                  (5)      the place or places where such Securities are to be
                           surrendered for payment of the Redemption Price;

                  (6)      that the redemption is for a sinking fund, if such is
                           the case;

                  (7)      the CUSIP number, if any, of the Securities to be
                           redeemed; and

                  (8)      unless otherwise provided as to a particular series
                           of Securities, if at the time of publication or
                           mailing of any notice of redemption the Company shall
                           not have deposited with the Trustee or Paying Agent
                           and/or irrevocably directed the Trustee or Paying
                           Agent to apply, from money held by it available to be
                           used for the redemption of Securities, an amount in
                           cash sufficient to redeem all of the Securities
                           called for redemption, including accrued interest to
                           the Redemption Date, such notice shall state that it
                           is subject to the receipt of the redemption moneys by
                           the Trustee or Paying Agent before the Redemption
                           Date (unless such redemption is mandatory) and such
                           notice shall be of no effect unless such moneys are
                           so received before such date.

                  Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.

                  SECTION 1105. DEPOSIT OF REDEMPTION PRICE.

                  Prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 10098) an
amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.

                  SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such security for redemption in accordance with said notice, such
security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
or Special Record Dates according to their terms and the provisions of Section
307.


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                                                                              64


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

                  SECTION 1107. SECURITIES REDEEMED IN PART.

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

                                   ARTICLE 12

                                  SINKING FUNDS

                  SECTION 1201. APPLICABILITY OF ARTICLE.

                  The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 301 for Securities of such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "Mandatory
Sinking Fund Payment," and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"Optional Sinking Fund Payment." If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
redemption as provided in Section 1202. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

                  SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH
                                SECURITIES.

                  The Company (1) may deliver Securities of a series (other than
any Securities previously called for redemption) and (2) may apply as a credit
Securities of a series which have been (i) previously cancelled pursuant to
Section 309 or delivered for cancellation or (ii) redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted Optional Sinking Fund Payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any
Mandatory Sinking Fund Payment with respect to the Securities of such series
required to be made pursuant to the terms of such Securities as provided for by
the terms of such series; provided that such Securities have not been previously
so credited. Such Securities shall be received and credited at the principal
amount for such purpose by the Trustee at the Redemption Price specified in such
Securities for


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                                                                              65


redemption through operation of the sinking fund and the amount of such
Mandatory Sinking Fund Payment shall be reduced accordingly.

                  SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.

                  Not less than 45 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officer's Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 1202 and will also deliver to the Trustee any
Securities to be so delivered. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107.

                                   ARTICLE 13

                       DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 1301. APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO
                                EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

                  Unless pursuant to Section 301 provision is made for the
inapplicability of either or both of (a) Defeasance of the Securities of a
series under Section 1302 or (b) Covenant Defeasance of the Securities of a
series under Section 1303, then the provisions of such Section or Sections, as
the case may be, together with the other provisions of this Article, shall be
applicable to the Securities of such series, and the Company may at its option
by Board Resolution, at any time, with respect to the Securities of such series,
elect to have either Section 1302 (unless inapplicable) or Section 1303 (unless
inapplicable) be applied to the Outstanding Securities of such series upon
compliance with the applicable conditions set forth below in this Article.

                  SECTION 1302. DEFEASANCE AND DISCHARGE.

                  Upon the Company's exercise of the option provided in Section
1301 to defease the Outstanding Securities of a particular series, the Company
shall be discharged from its obligations with respect to the Outstanding
Securities of such series on the date the applicable conditions set forth in
Section 1304 are satisfied (hereinafter, "Defeasance"). Defeasance shall mean
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Securities of such series and to
have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same); provided, however, that the following rights, obligations, powers,
trusts, duties and immunities shall survive until otherwise terminated or
discharged hereunder: (A) the rights of


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                                                                              66


Holders of Outstanding Securities of such series to receive, solely from the
trust fund provided for in Section 1304, payments in respect of the principal of
(and premium, if any) and interest on such Securities when such payments are
due, (B) the Company's obligations with respect to such Securities under
Sections 304, 305, 306, 1001, 1002 and 1008, (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (D) this Article. Subject to
compliance with this Article, the Company may exercise its option with respect
to Defeasance under this Section 1302 notwithstanding the prior exercise of its
option with respect to Covenant Defeasance under Section 1303 in regard to the
Securities of such series.

                  SECTION 1303. COVENANT DEFEASANCE.

                  Upon the Company's exercise of the option provided in Section
1301 to obtain a Covenant Defeasance with respect to the Outstanding Securities
of a particular series, the Company shall be released from its obligations under
this Indenture (except its obligations under Sections 304, 305, 306, 506, 509,
610, 1001, 1002, 1005, 1007 and 1008) with respect to the Outstanding Securities
of such series on and after the date the applicable conditions set forth in
Section 1304 are satisfied (hereinafter, "Covenant Defeasance"). Covenant
Defeasance shall mean that, with respect to the Outstanding Securities of such
series, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in this Indenture (except
its obligations under Sections 304, 305, 306, 506, 509, 610, 1001, 1002, 1005,
1007 and 1008), whether directly or indirectly by reason of any reference
elsewhere herein or by reason of any reference to any other provision herein or
in any other document, and such omission to comply shall not constitute an Event
of Default under Section 501(4) with respect to Outstanding Securities of such
series, and the remainder of this Indenture and of the Securities of such series
shall be unaffected thereby.

                  SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

                  The following shall be the conditions to Defeasance under
Section 1302 and Covenant Defeasance under Section 1303 with respect to the
Outstanding Securities of a particular series:

                  (1)      the Company shall irrevocably have deposited or
                           caused to be deposited (and in the case of Defeasance
                           such deposit shall have been made 121 days prior to
                           Defeasance with the Trustee (or another trustee
                           satisfying the requirements of Section 609 who shall
                           agree to comply with the provisions of this Article
                           applicable to it), under the terms of an irrevocable
                           trust agreement in form and substance reasonably
                           satisfactory to such Trustee, as trust funds in trust
                           for the purpose of making the following payments,
                           specifically pledged as security for, and dedicated
                           solely to, the benefit of the Holders of such
                           Securities, (A) Dollars in an amount, or (B) U.S.
                           Government Obligations which through the scheduled
                           payment of principal and interest in respect thereof
                           in accordance with their terms will provide, not
                           later than the due date of any payment, money in an
                           amount, or (C) a combination thereof, in each case
                           sufficient, after payment of all federal, state and
                           local taxes or other charges or assessments in
                           respect thereof payable by the Trustee, in the
                           opinion of a


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                                                                              67


                           nationally recognized firm of independent public
                           accountants expressed in a written certification
                           thereof delivered to the Trustee, to pay and
                           discharge, and which shall be applied by the Trustee
                           (or other qualifying trustee) to pay and discharge,
                           (i) the principal of (and premium, if any, on) and
                           each installment of principal of (and premium, if
                           any) and interest on the Outstanding Securities of
                           such series on the Stated Maturity of such principal
                           or installment of principal or interest and (ii) any
                           mandatory sinking fund payments or analogous payments
                           applicable to the Outstanding Securities of such
                           series on the day on which such payments are due and
                           payable in accordance with the terms of this
                           Indenture and of such Securities.

                  (2)      No Default or Event of Default with respect to the
                           Securities of such series shall have occurred and be
                           continuing on the date of such deposit or shall occur
                           as a result of such deposit, and no Default or Event
                           of Default under clause (5) or (6) of Section 501
                           hereof shall occur and be continuing, at any time
                           during the period ending on the 31st day after the
                           date of such deposit (it being understood that this
                           condition shall not be deemed satisfied until the
                           expiration of such period).

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

                  (4)      In the case of an election with respect to Section
                           1302, the Company shall have delivered to the Trustee
                           either (A) a ruling directed to the Trustee received
                           from the Internal Revenue Service to the effect that
                           the Holders of the Outstanding Securities of such
                           series will not recognize income, gain or loss for
                           federal income tax purposes as a result of such
                           Defeasance and will be subject to federal income tax
                           on the same amounts, in the same manner and at the
                           same times as would have been the case if such
                           Defeasance had not occurred or (B) an Opinion of
                           Counsel, based on a ruling published by the Internal
                           Revenue Service or on a change in the applicable
                           federal income tax law since the date of this
                           Indenture, in either case to the effect that, and
                           based thereon such opinion shall confirm that, the
                           Holders of the Outstanding Securities of such series
                           will not recognize income, gain or loss for federal
                           income tax purposes as a result of such Defeasance
                           and will be subject to federal income tax on the same
                           amounts, in the same manner and at the same times as
                           would have been the case if such Defeasance had not
                           occurred.

                  (5)      In the case of an election with respect to Section
                           1303, the Company shall have delivered to the Trustee
                           an Opinion of Counsel or a ruling directed to the
                           Trustee received from the Internal Revenue Service to
                           the effect that the Holders of the Outstanding
                           Securities of such series will not recognize income,
                           gain or loss for federal income tax purposes as a
                           result of such Covenant Defeasance and will be
                           subject to federal income tax on the


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                                                                              68


                           same amounts, in the same manner and at the same
                           times as would have been the case if such Covenant
                           Defeasance had not occurred.

                  (6)      Such Defeasance or Covenant Defeasance shall be
                           effected in compliance with any additional terms,
                           conditions or limitations which may be imposed on the
                           Company in connection therewith pursuant to Section
                           301.

                  (7)      The Company shall have delivered to the Trustee an
                           Officer's Certificate and an Opinion of Counsel, each
                           stating that all conditions precedent provided for
                           relating to either the Defeasance under Section 1302
                           or the Covenant Defeasance under Section 1303 (as the
                           case may be) have been complied with.

                  SECTION 1305. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE
                                HELD IN TRUST.

                  Subject to the provisions of the last paragraph of Section
1009, all money and Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee--collectively for
purposes of this Section 1305, the "Trustee") pursuant to Section 1304 in
respect of the Outstanding Securities of a particular series shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities of all sums due and to
become due thereon in respect of principal (and premium, if any) and interest,
but such money need not be segregated from other funds except to the extent
required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the Government
Obligations deposited pursuant to Section 1304 or the principal and interest
received in respect thereof, other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding Securities of such
series.

                  Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver to pay to the Company from time to time upon Company
Request any money or Government Obligations held by it as provided in Section
1304 which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited for the purpose for which such money or Government Obligations were
deposited.


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                                                                              69


                                   ARTICLE 14

                                  MISCELLANEOUS

                  SECTION 1401. MISCELLANEOUS.

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

                               [Signatures follow]



<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed by their respective officers thereunto duly
authorized, as of the day and year first above written.



                                  KENNAMETAL INC.,
                                  as Issuer

                                  By  /s/ James E. Morrison
                                     -----------------------------------------
                                  Name: James E. Morrison
                                  Title: Vice President and Treasurer


                                  BANK ONE TRUST COMPANY, N.A.,
                                  as Trustee

                                  By  /s/ Jeffery L. Eubank
                                     -----------------------------------------
                                  Name: Jeffery L. Eubank
                                  Title: Authorized Officer