<PAGE>

                                                                     Exhibit 4.3

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

                            PARK-OHIO HOLDINGS CORP.,
                                    as Issuer

                                   ----------

                                    INDENTURE

                            Dated as of [___], 20___

                                   ----------

                             WELLS FARGO BANK, N.A.,
                                   as Trustee

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

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                               Indenture
Section                                                              Section
-------                                                         ----------------
<S>                                                             <C>
310  (a)(1)..................................................   11.5
     (a)(2)..................................................   11.5
     (a)(3)..................................................   N.A.
     (a)(4)..................................................   N.A.
     (b).....................................................   11.4, 11.5
311  (a).....................................................   11.9(a),(b)
     (b).....................................................   11.9(a),(b)
     (c).....................................................   11.11
312(a).......................................................   4.6(d), 11.11
     (b).....................................................   11.11
     (c).....................................................   11.11
313  (a).....................................................   11.10(a)
     (b)(1)..................................................   N.A.
     (b)(2)..................................................   11.10(b)
     (c).....................................................   11.10(c)
     (d).....................................................   11.10(d)
314  (a)(1)..................................................   4.6(a)
     (a)(2)..................................................   4.6(b)
     (a)(3)..................................................   4.6(c)
     (a)(4)..................................................   4.7
     (b).....................................................   N.A.
     (c).....................................................   3.7
     (d).....................................................   N.A.
     (e).....................................................   3.7
315  (a).....................................................   11.1(a), (b)
     (b).....................................................   11.3
     (c).....................................................   11.1(a)
     (d).....................................................   11.1(a), 11.1(b)
     (e).....................................................   7.7
316  (a)(1)(A)...............................................   7.6
     (a)(1)(B)...............................................   7.1, 7.5
     (a)(2)..................................................   N.A.
     (b).....................................................   7.7
317(a).......................................................   7.2
     (b).....................................................   4.8
318  (a).....................................................   3.3
     (b).....................................................   3.3
</TABLE>

----------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be
part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
                                    ARTICLE I
                  DEFINITIONS; TRUST INDENTURE ACT CONTROLLING

SECTION 1.1     Definitions..............................................     1
SECTION 1.2     Trust Indenture Act Definitions Controlling..............     5

                                   ARTICLE II
                 FORM, ISSUE AND REGISTRATION OF DEBT SECURITIES

SECTION 2.1     Forms Generally and Dating...............................     6
SECTION 2.2     Amount Unlimited; Issuable in Series.....................     6
SECTION 2.3     Denominations............................................    10
SECTION 2.4     Execution and Authentication.............................    10
SECTION 2.5     Issue of Debt Securities.................................    11
SECTION 2.6     Transfer of Debt Securities..............................    12
SECTION 2.7     Persons Deemed Owners....................................    12
SECTION 2.8     Temporary Form...........................................    12
SECTION 2.9     Mutilated, Destroyed, Lost or Stolen Debt Securities.....    12
SECTION 2.10    Exchanges of Debt Securities.............................    13
SECTION 2.11    Cancellation of Surrendered Debt Securities..............    14
SECTION 2.12    Payment of Interest; Defaulted Interest..................    14
SECTION 2.13    Global Securities; Depositary............................    15
SECTION 2.14    CUSIP Numbers............................................    16

                                   ARTICLE III
                            MISCELLANEOUS PROVISIONS

SECTION 3.1     Limitation of Rights.....................................    16
SECTION 3.2     Outstanding Debt Securities..............................    17
SECTION 3.3     Severability; Trust Indenture Act Controls...............    17
SECTION 3.4     Company Release..........................................    17
SECTION 3.5     Date of Execution........................................    17
SECTION 3.6     Execution of Documents...................................    17
SECTION 3.7     Officers' Certificate and Opinion of Counsel.............    18
SECTION 3.8     Notices and Demands......................................    18
SECTION 3.9     Successors and Assigns...................................    19
SECTION 3.10    Headings.................................................    19
</TABLE>


                                       -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
SECTION 3.11    Governing Law............................................    19
SECTION 3.12    Counterparts.............................................    19

                                   ARTICLE IV
                            COVENANTS OF THE COMPANY

SECTION 4.1     Payment of Principal and Interest........................    19
SECTION 4.2     Maintenance of Office or Agency..........................    20
SECTION 4.3     Corporate Existence......................................    20
SECTION 4.4     Restrictions on Mergers, Sales and Consolidations........    20
SECTION 4.5     Further Assurances.......................................    21
SECTION 4.6     Reports..................................................    21
SECTION 4.7     Compliance Certificate...................................    21
SECTION 4.8     Duties of Paying Agent...................................    22
SECTION 4.9     Calculation of Original Issue Discount...................    23

                                    ARTICLE V
                   REDEMPTION OF DEBT SECURITIES; SINKING FUND

SECTION 5.1     Applicability of Article.................................    23
SECTION 5.2     Notices of Redemption to Trustee -- Deposit of Cash
                (or Other Form of Payment) -- Selection of Debt
                Securities to be Redeemed................................    23
SECTION 5.3     Effect of Notice of Redemption...........................    24
SECTION 5.4     Credits Against Sinking Fund.............................    25
SECTION 5.5     Redemption Through Sinking Fund..........................    25
SECTION 5.6     Debt Securities No Longer Outstanding after Notice to
                Trustee and Deposit of Cash..............................    26
SECTION 5.7     Conversion Arrangement on Call for Redemption............    27

                                   ARTICLE VI
                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 6.1     Satisfaction and Discharge...............................    28
SECTION 6.2     Application of Trust Money...............................    29
SECTION 6.3     Repayment of Moneys......................................    29

                                   ARTICLE VII
                              REMEDIES UPON DEFAULT

SECTION 7.1     Events of Default........................................    29
</TABLE>


                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
SECTION 7.2     Acceleration.............................................    32
SECTION 7.3     Trustee May Enforce Rights of Action without Possession
                of Debt Securities.......................................    34
SECTION 7.4     Delays or Omissions Not To Impair Any Rights or Powers
                Accruing upon Default....................................    35
SECTION 7.5     Holders of at Least a Majority May Direct Exercise of
                Remedies.................................................    35
SECTION 7.6     Limitation on Suits by Holders of Debt Securities........    35
SECTION 7.7     No Company Debt Securities To Be Deemed Outstanding......    36
SECTION 7.8     Discontinuance or Abandonment of Proceedings.............    37
SECTION 7.9     Statement by Officers as to Default......................    37

                                  ARTICLE VIII
                EVIDENCE OF ACTION BY HOLDERS OF DEBT SECURITIES

SECTION 8.1     Evidence of Action by Holders of Debt Securities.........    37

                                   ARTICLE IX
                IMMUNITY OF SHAREHOLDERS, OFFICERS AND DIRECTORS

SECTION 9.1     Immunity of Shareholders, Officers, Directors and
                Employees................................................    38

                                    ARTICLE X
                      MERGER, CONSOLIDATION, SALE OR LEASE

SECTION 10.1    Consolidation, Merger, Sale, Transfer or Lease...........    38
SECTION 10.2    Trustee May Rely upon Opinion of Counsel.................    39

                                   ARTICLE XI
                             CONCERNING THE TRUSTEE

SECTION 11.1    Certain Duties and Responsibilities......................    40
SECTION 11.2    Compensation and Indemnities.............................    42
SECTION 11.3    Notice of Default........................................    44
SECTION 11.4    Conflicting Interests....................................    44
SECTION 11.5    Eligibility of Trustee...................................    44
SECTION 11.6    Resignation or Removal of Trustee........................    44
SECTION 11.7    Acceptance by Successor Trustee..........................    46
SECTION 11.8    Successor to Trustee by Merger or Consolidation, etc.....    47
SECTION 11.9    Preferential Collection of Claims........................    47
SECTION 11.10   Reports by Trustee.......................................    47
</TABLE>


                                      -iii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
SECTION 11.11   Preservation of Information..............................    47
SECTION 11.12   Trustee May Hold Debt Securities and Otherwise Deal with
                Company..................................................    48
SECTION 11.13   Trustee may Comply with any Rule, Regulation or Order of
                the Commission...........................................    48
SECTION 11.14   Appointment of Authenticating Agent......................    48
SECTION 11.15   Trustee Not Responsible for Recitals, Disposition of Debt
                Securities or Application of Proceeds Thereof............    49

SECTION 11.16   Calculations in Respect of Debt Securities...............    49

                                   ARTICLE XII

                             SUPPLEMENTAL INDENTURES

SECTION 12.1    Supplemental Indentures for Special Purposes.............    50
SECTION 12.2    Amendments with Consent of Holders.......................    51
SECTION 12.3    Effect of Supplemental Indentures........................    52
SECTION 12.4    Supplemental Indentures to Conform to Trust
                Indenture Act............................................    53
SECTION 12.5    Notation on or Exchange of Debt Securities...............    53
SECTION 12.6    Revocation and Effect of Consents........................    53
</TABLE>


                                      -iv-
<PAGE>

          INDENTURE dated as of the [____] day of [___________________], 20___,
between PARK-OHIO HOLDINGS CORP., an Ohio corporation (the "Company"), and WELLS
FARGO BANK, N.A., as Trustee hereunder (the "Trustee");

          WHEREAS, the Company for its lawful corporate purposes has duly
authorized the execution and delivery of this Indenture (as defined herein) to
provide for the issuance from time to time of its Debt Securities (as defined
herein), to be issued in one or more series as herein provided.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          THAT, in consideration of the premises and of the mutual covenants
herein contained and of the purchase and acceptance of the Debt Securities by
the Holders (as defined herein) thereof, and for other valuable consideration
the receipt whereof is hereby acknowledged, and intending to be legally bound
hereby, it is hereby agreed among the Company and the Trustee, for the benefit
of those who shall hold the Debt Securities, as follows:

                                   ARTICLE I
                  DEFINITIONS; TRUST INDENTURE ACT CONTROLLING

          SECTION 1.1 DEFINITIONS. Unless otherwise specified or the context
otherwise requires, the terms defined in this Article I shall for all purposes
of this Indenture and of any indenture supplemental hereto have the meanings
herein specified, the following definitions to be equally applicable to both the
singular and plural forms of any of the terms herein defined. All accounting
terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles in the United States of
America, and 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.

          "AFFILIATE" of any specified person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" have correlative
meanings.

          "AGENT MEMBER" has the meaning specified in Section 2.13.

          "AUTHENTICATING AGENT" means any Person authorized by the Trustee
pursuant to Section 11.14 to act on behalf of the Trustee to authenticate Debt
Securities of one or more series.

          "AUTHORIZED NEWSPAPER" means a newspaper in the English language or in
an official language of the country of publication, customarily printed on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of
general circulation in the place in connection with which the term is used or in
the financial community of such place. If, because of temporary suspension of
publication or general circulation of any newspaper or for

<PAGE>

any other reason, it is impossible or, in the opinion of the Company,
impracticable to make any publication of any notice required by this Indenture
in the manner herein provided, such publication or other notice in lieu thereof
which is made at the written direction of the Company by the Trustee shall
constitute a sufficient publication of such notice. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same
place meeting the foregoing requirements and in each case on any Business Day,
as directed in writing by the Company.

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

          "BOARD" or "BOARD OF DIRECTORS" means the (i) Board of Directors (or
similar governing body) of the Company or (ii) the Executive Committee, if any,
thereof, (iii) any other committee of such Board duly authorized to act
hereunder, or (iv) any Officers of the Company duly authorized by such Board or
by any duly authorized committee of such Board to act hereunder.

          "BUSINESS DAY" means, with respect to any series of Debt Securities,
any day other than a (i) Saturday or Sunday or (ii) day that, in the City of New
York or in the city (or in any of the cities, if more than one) in which amounts
are payable, as specified in the terms of such Debt Securities, is not a day
upon which banking institutions are authorized by law, regulation or executive
order to close.

          "CAPITAL STOCK" means any and all shares, interests, participations or
other equivalents (however designated and whether or not voting) of corporate
stock, including each class of Common Shares and Preferred Stock of the Company,
and all options, warrants or other rights to purchase or acquire any of the
foregoing.

          "CERTIFIED 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.

          "CODE" means the Internal Revenue Code of 1986, as amended.

          "COMMISSION" means the United States Securities and Exchange
Commission.

          "COMMON SHARES" means any and all shares, interests or other
participations in, and other equivalents (however designated and whether voting
or non-voting) of the Company's common shares, whether outstanding on any issue
date of any Debt Securities or issued thereafter, and includes without
limitation, all series and classes of such common shares including the common
shares, par value $1.00 per share, of the Company.

          "COMPANY" has the meaning set forth in the pre-amble hereof and,
subject to the provisions of Article X, shall include such entity's successors
and assigns.

          "COMPANY ORDER" means a written order signed in the name of the
Company by at least one Officer of the Company and delivered to the Trustee.


                                       2

<PAGE>

          "DEBT SECURITY" means one of the debentures, notes or other evidences
of indebtedness that are issued from time to time in one or more series under
this Indenture and, more particularly, any series of Debt Securities
authenticated and delivered under this Indenture.

          "DEPOSITARY" has the meaning specified in Section 2.13.

          "EVENT OF DEFAULT" means an event listed in Section 7.1, continued for
the period of time, if any, and after the required notices, if any, therein
designated.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934.

          "GLOBAL SECURITY" has the meaning specified in Section 2.13.

          "HOLDERS," "HOLDERS OF DEBT SECURITIES" or other similar term means
any person who shall at the time be the registered holder of any Debt Security
or Debt Securities as shown by the register or registers kept by the Company or
its agent for that purpose in accordance with the terms of this Indenture.

          "INDENTURE" means this instrument as originally executed or, if
amended or supplemented as herein provided, as so amended or supplemented and,
unless the context otherwise indicates, shall include the form and terms of each
particular series of Debt Securities established as contemplated hereunder.

          "OFFICER" means (a) with respect to any Person that is a corporation,
the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary, any Assistant Secretary or any
Vice-President of such Person and (b) with respect to any other Person, the
individuals selected by such Person to perform functions similar to those of the
officers listed in clause (a).

          "OFFICERS' CERTIFICATE" means a certificate in form and substance
reasonably acceptable to the Trustee signed on behalf of the Company by two
Officers of the Company, one of whom must be the principal executive officer,
the principal financial officer, the treasurer or the principal accounting
officer of the Company, and delivered to the Trustee. Each such certificate
shall include the statements provided for in Section 3.7, if and to the extent
required by the provisions thereof.

          "OPINION OF COUNSEL" means an opinion in writing signed by legal
counsel (who may be an employee of or counsel to the Company, a subsidiary of
the Company or the Trustee) reasonably acceptable in form and substance to the
Trustee and delivered to the Trustee. Such opinion shall include the statements
provided for in Section 3.7, if and to the extent required by the provisions
thereof.

          "ORIGINAL ISSUE DISCOUNT" with respect to any Debt Security, including
an Original Issue Discount Security, has the same meaning as set forth in
Section 1273 of the Code, or any successor provision, and the applicable
Treasury Regulations thereunder.


                                       3

<PAGE>

          "ORIGINAL ISSUE DISCOUNT SECURITY" means any series of a Debt Security
that 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 7.1.

          "OUTSTANDING," when used with respect to the Debt Securities, means,
subject to Section 3.2, as of the date of determination, all Debt Securities
theretofore authenticated and delivered under this Indenture, except: (a) Debt
Securities for the payment or redemption of which cash (or other form of payment
if permitted by the terms of such Debt Securities) in the necessary amount shall
have been deposited in trust with the Trustee or any Paying Agent (other than
the Company); provided, however, that, if such Debt Securities are to be
redeemed prior to the maturity thereof, notice of such redemption shall have
been duly given or provision satisfactory to the Trustee shall have been made
for giving such notice; (b) Debt Securities converted or exchanged into Capital
Stock in accordance with the provisions of such Debt Securities or the
resolution of the Board of Directors or the indenture supplement pursuant to
which such Debt Securities were issued, if the terms of such Debt Securities
provide for convertibility or exchangeability pursuant to Section 2.2; (c) Debt
Securities paid or in lieu of or in substitution for which other Debt Securities
shall have been authenticated and delivered pursuant to the terms of Section
2.9, unless proof satisfactory to the Trustee is presented that any such Debt
Securities are held by persons in whose hands such Debt Securities are valid,
binding and legal obligations; and (d) Debt Securities which have been cancelled
by the Trustee or delivered to the Trustee or its designee for cancellation.

          "PAYING AGENT" means any person authorized by the Company to pay the
Principal of, premium, if any, make-whole amount, if any and interest on any
Debt Securities.

          "PERSON" means an individual, partnership, corporation, company
(including limited liability company and joint-stock company), unincorporated
organization, trust or joint venture, association, or a government or agency or
political subdivision thereof or any other entity.

          "PREFERRED STOCK" means any Capital Stock that has preferential rights
to any other Capital Stock with respect to dividends or redemptions or upon
liquidation.

          "PRINCIPAL" of a debt security, including any series of Debt
Securities, on any day and for any purpose means the amount (including, without
limitation, in the case of an Original Issue Discount Security, any accrued
Original Issue Discount, but excluding interest) that is payable with respect to
such debt security as of such date and for such purpose (including, without
limitation, in connection with any sinking fund, upon any redemption at the
option of the Company upon any purchase or exchange at the option of the Company
or the Holder of such debt security and upon any acceleration of the maturity of
such debt security).

          "PRINCIPAL AMOUNT" of a debt security, including any series of Debt
Securities, means the principal amount as set forth on the face of such debt
security.

          "RESPONSIBLE OFFICER," when used with respect to the Trustee, means
any officer within the corporate trust department of the Trustee (or any similar
or successor group of the Trustee), including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other
officer of the Trustee who customarily performs functions


                                       4

<PAGE>

similar to those performed by the Persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

          "SECURITIES ACT" means the Securities Act of 1933.

          "SIGNIFICANT SUBSIDIARY" means any subsidiary of the Company that
satisfies the criteria for a "significant subsidiary" set forth in Article 1,
Rule 1-02(w) of Regulation S-X under the Securities Act.

          "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended, as in effect on the date on which this Indenture is qualified under the
Trust Indenture Act.

          "TRUSTEE" means the Trustee or Trustees hereunder for the time being,
whether original or successor. "Trustee" as used with respect to the Debt
Securities of any series means the Trustee with respect to Debt Securities of
such series. The term "principal office" of the Trustee means the principal
office of the Trustee at which, at any particular time, the corporate trust
business of the Trustee shall be administered, which office as of the date
hereof is at Sixth and Marquette, N9303-120, Minneapolis, Minnesota 55479;
Attention: Park-Ohio Account Manager.

          "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 payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligations or a specific payment of
interest on or principal of any such U.S. Government Obligations held by such
custodian for the account of the holder of a depository receipt; provided,
however, that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government Obligations or the specific payment of interest on or principal of
the U.S. Government Obligations evidenced by such depository receipt.

          SECTION 1.2 TRUST INDENTURE ACT DEFINITIONS CONTROLLING. All terms
used in this Indenture which are defined in the Trust Indenture Act, or which
are by reference therein defined in the Securities Act (except as herein
otherwise expressly provided or unless the context otherwise requires) shall
have the meanings assigned to such terms in the Trust Indenture Act and the
Securities Act as they were respectively in force at the date of this Indenture,
except as otherwise provided in Section 12.3.


                                       5

<PAGE>

                                   ARTICLE II
                 FORM, ISSUE AND REGISTRATION OF DEBT SECURITIES

          SECTION 2.1 FORMS GENERALLY AND DATING. The Debt Securities of each
series shall be in the form or forms (including temporary or permanent global
form) established from time to time by or pursuant to a resolution of the Board
of Directors or in one or more supplemental indentures, which shall set forth
the information required by Section 2.2. The Debt Securities and the Trustee's
certificate of authentication shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or by a resolution of the Board of Directors and may have such
notations, legends or endorsements as the Company may deem appropriate and as
are not inconsistent with the provisions of this Indenture or as may be required
by law, securities exchange rule or usage. The Company shall approve and provide
the form of the Debt Securities and any notation, legend or endorsement thereon.
If the form of Debt Securities of any series is established by action taken
pursuant to a resolution of the Board of Directors, a Certified Resolution shall
be delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 2.5 for the authentication and delivery of such Debt
Securities.

          Each Debt Security shall be dated the date of its authentication. The
form of the Trustee's certificate of authentication to be borne by the Debt
Securities shall be substantially as follows:

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

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

                                        WELLS FARGO BANK, N.A., as Trustee


Dated:                                                                         ,
       ------------------------------   ---------------------------------------
                                        By: Authorized Signatory

          SECTION 2.2 AMOUNT UNLIMITED; ISSUABLE IN SERIES.

          The aggregate Principal Amount of the Debt Securities which may be
authenticated and delivered under this Indenture is unlimited.

          The Debt Securities may be issued in one or more series. There shall
be established in or pursuant to one or more resolutions of the Board of
Directors, or established in or pursuant to one or more indentures supplemental
hereto, prior to the issuance of the Debt Securities of any series:

          (1) the title and designation of the Debt Securities of the series
     (which shall distinguish Debt Securities of the series from Debt Securities
     of any other series) including whether the Debt Securities of the series
     shall be issued as senior Debt


                                       6

<PAGE>

     Securities, senior subordinated Debt Securities or subordinated Debt
     Securities, any subordination provisions particular to such series of Debt
     Securities, and whether such Debt Securities are convertible and/or
     exchangeable for other securities;

          (2) the aggregate Principal Amount of the Debt Securities of the
     series and any limit upon the aggregate Principal Amount of the Debt
     Securities of the series which may be authenticated and delivered under
     this Indenture (except for the Debt Securities authenticated and delivered
     upon registration of transfer of, or in exchange for, or in lieu of, other
     Debt Securities of the series pursuant to Section 2.6, 2.8, 2.9, 2.10,
     2.11, 5.2 or 12.5);

          (3) the date or dates (whether fixed or extendable) on which the
     Principal of the Debt Securities of the series is payable or the method of
     determination thereof;

          (4) the rate or rates (which may be fixed, floating or adjustable) at
     which the Debt Securities of the series shall bear interest, if any, the
     method of calculating such rates, the date or dates from which such
     interest shall accrue or the manner of determining such dates, the interest
     payment dates on which such interest shall be payable and the record dates
     for the determination of Holders of Debt Securities to whom interest is
     payable, and the basis upon which interest shall be calculated if other
     than that of a 360-day year consisting of twelve 30-day months;

          (5) the place or places where the Principal of and premium, if any,
     make-whole amount, if any, and interest on the Debt Securities of the
     series, if any, shall be payable, where the Holders of the Debt Securities
     may surrender Debt Securities for conversion, transfer or exchange, and
     where notices or demands to or upon the Company in respect of the Debt
     Securities and this Indenture may be served;

          (6) any provisions relating to the issuance of the Debt Securities of
     the series at an Original Issue Discount;

          (7) the price or prices at which, the period or periods within which
     and the terms and conditions upon which the Debt 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 (including, without limitation,
     the form or method of payment thereof if other than in cash);

          (8) the obligation, if any, of the Company to redeem, purchase or
     repay the Debt Securities of the series pursuant to any mandatory
     redemption, sinking fund or analogous provisions or at the option of a
     Holder of Debt Securities thereof and the price or prices at which and the
     period or periods within which and the terms and conditions upon which the
     Debt Securities of the series shall be redeemed, purchased or repaid, in
     whole or in part, pursuant to such obligation (including, without
     limitation, the form or method of payment thereof if other than in cash),
     and any provisions for the remarketing of such Debt Securities;

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


                                       7

<PAGE>

          (10) if other than the Principal Amount thereof, the portion of the
     Principal Amount of the Debt Securities of the series which shall be
     payable upon declaration of acceleration of the maturity thereof pursuant
     to Section 7.1 or provable in bankruptcy pursuant to Section 7.2, or, if
     applicable, which is convertible or exchangeable in accordance with the
     provisions of such Debt Securities or the resolution of the Board of
     Directors or the supplemental indenture pursuant to which such Debt
     Securities are issued;

          (11) any Events of Default with respect to the Debt Securities of a
     particular series, in lieu of or in addition to those set forth herein and
     the remedies therefor;

          (12) the obligations, if any, of the Company to permit the conversion
     or exchange of the Debt Securities of such series into Common Shares or
     other Capital Stock or property, or combination thereof, and the terms and
     conditions upon which such conversion shall be effected (including, without
     limitation, the initial conversion or exchange price or rate, the
     conversion or exchange period, the provisions for conversion or exchange
     price or rate adjustments and any other provision relative to such
     obligation) and any limitations on the ownership or transferability of the
     securities or property into which Holders of such Debt Securities may
     convert or exchange such Debt Securities;

          (13) any trustees, authenticating or paying agents, transfer agents or
     registrars or any other agents with respect to the Debt Securities of such
     series;

          (14) the currency or currency units, including composite currencies,
     in which the Debt Securities of the series shall be denominated if other
     than the currency of the United States of America, and, if so, whether the
     Debt Securities of the series may be satisfied and discharged other than as
     provided in Article VI;

          (15) if other than the currency or currency units in which the Debt
     Securities of that series are denominated, the coin or currency in which
     payment of the Principal of, premium, if any, make-whole amount, if any, or
     interest on the Debt Securities of such series shall be payable (and the
     manner in which the equivalent of the Principal Amount thereof in the
     currency of the United States of America is to be determined for any
     purpose, including for the determination of the Principal Amount
     outstanding);

          (16) if the Principal of, premium, if any, make-whole amount, if any,
     or interest on the Debt Securities of the series is to be payable, at the
     election of the Company or a Holder of Debt Securities thereof, in a coin
     or currency other than that in which the Debt Securities are denominated or
     stated, the period or periods within which, and the terms and conditions
     upon which, such election may be made and the time and manner of, and
     identity of the exchange rate agent with responsibility for, determining
     the exchange rate between the currency or currencies in which the Debt
     Securities are denominated or stated to be payable and the currency or
     currencies in which the Debt Securities will be payable;

          (17) if the amount of payments of Principal of, premium, if any,
     make-whole amount, if any, and interest on the Debt Securities of the
     series may be determined with reference to an index, the manner in which
     such amounts shall be determined;


                                       8

<PAGE>

          (18) whether and under what circumstances the Company will pay
     additional amounts on the Debt Securities of the series held by a person
     who is not a United States of America Person in respect of any tax,
     assessment or governmental charge withheld or deducted and, if so, whether
     the Company will have the option to redeem such Debt Securities rather than
     pay such additional amounts;

          (19) if receipt of certain certificates or other documents or
     satisfaction of other conditions will be necessary for any purpose,
     including, without limitation, as a condition to the issuance of the Debt
     Securities of such series in definitive form (whether upon original issue
     or upon exchange of a temporary Debt Security of such series), the form and
     terms of such certificates, documents or conditions;

          (20) any other affirmative or negative covenants with respect to the
     Debt Securities of such series;

          (21) whether the Debt Securities of such series shall be issued in
     whole or in part in the form of one or more Global Securities and in such
     case, (i) the Depositary for such Global Securities or Debt Securities,
     which Depositary must be a clearing agency registered under the Exchange
     Act, (ii) the circumstances under which any such Global Security may be
     exchanged for Debt Securities registered in the name of, and under which
     any transfer of such Global Securities may be registered in the name of,
     any Person other than such Depositary or its nominee, if other than as set
     forth in Section 2.13 and (iii) any other provisions regarding such Global
     Securities which provisions may be in addition to or in lieu of, in whole
     or in part, the provisions of Section 2.13;

          (22) whether the Debt Securities are defeasible; and

          (23) any other terms of a particular series and any other provisions
     expressing or referring to the terms and conditions upon which the Debt
     Securities of the series are to be issued under the Indenture, which terms
     and provisions are not in conflict with the provisions of this Indenture;
     provided, however, that the addition to or subtraction from or variation of
     Articles IV, V, VI, VII, and X (and Section 1.1, insofar as it relates to
     the definition of certain terms as used in such Articles) with regard to
     the Debt Securities of a particular series shall not be deemed to
     constitute a conflict with the provisions of those Articles.

          All Debt 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 resolution of the Board of Directors or in any such indenture
supplemental hereto. Not all Debt Securities of any one series need be issued at
the same time, and, unless otherwise so provided, a series may be reopened for
issuances of additional Debt Securities of such series.

          If any of the terms of the Debt Securities of a series are established
by action taken pursuant to a resolution of the Board of Directors, a Certified
Resolution shall be delivered to the Trustee with an Officers' Certificate
setting forth the terms of the Debt Securities of such series. With respect to
Debt Securities of a series that are not to be issued at one time, such
resolution of the Board of Directors or action may provide general terms or
parameters for Debt Securities of the series and provide either that the
specific terms of particular Debt Securities of


                                       9

<PAGE>

the series shall be specified in a Company Order or that such terms shall be
determined by the Company or its agents in accordance with a Company Order as
contemplated by the proviso clause of Section 2.5.

          SECTION 2.3 DENOMINATIONS. The Debt Securities of each series shall be
registered Debt Securities without coupons, in such denominations as shall be
specified as contemplated by Section 2.2. In the absence of any such provisions
with respect to the Debt Securities of any series, the Debt Securities of such
series shall be issuable in denominations of $1,000 or of any integral multiple
of $1,000.

          SECTION 2.4 EXECUTION AND AUTHENTICATION. The Debt Securities shall be
executed on behalf of the Company by at least one Officer of the Company, whose
signature may be manual or by facsimile. In case any Officer of the Company who
shall have signed any of the Debt Securities shall cease to be such Officer
before the Debt Securities so signed shall actually have been authenticated and
delivered by the Trustee or the Authenticating Agent or disposed of by the
Company, such Debt Securities nevertheless may be authenticated, issued and
delivered or disposed of with the same force and effect as though the person who
signed such Debt Securities had not ceased to be such Officer of the Company;
and any such Debt Security may be signed on behalf of the Company by such
person, as at the actual date of the execution of such Debt Security, shall be
the proper Officer of the Company, although at the date of such Debt Security or
the date of execution of this Indenture any such person was not such Officer.

          No Debt Security of any series shall be entitled to the benefits
hereof or shall be or become valid or obligatory for any purpose unless there
shall appear on the Debt Security a certificate of authentication, substantially
in the form hereinbefore recited, manually executed by the Trustee for such
series or an Authenticating Agent; and such certificate on any series of Debt
Securities issued by the Company shall be conclusive evidence that it has been
duly authenticated and delivered hereunder.

          If the form or forms or terms of the Debt Securities of any series
have been established in or pursuant to one or more resolutions of the Board of
Directors or indentures supplemental hereto as permitted by Sections 2.1 and
2.2, in authenticating such Debt Securities, and accepting the additional
responsibilities under this Indenture in relation to such Debt Securities, the
Trustee and the Authenticating Agent shall be entitled to receive, and (subject
to Section 11.2) shall be fully protected in conclusively relying upon, a
Certified Resolution or Resolutions delivered to the Trustee and the
Authenticating Agent to have been duly adopted by the Board of Directors of the
Company, and to be in full force and effect on the date of such certification,
and an Opinion of Counsel stating:

          (1) if the form or forms of such Debt Securities have been established
     by or pursuant to a resolution of the Board of Directors or indenture
     supplemental hereto, that such form or forms have been established in
     conformity with the provisions of this Indenture;

          (2) if the terms of such Debt Securities have been established by or
     pursuant to a resolution of the Board of Directors or indenture
     supplemental hereto, that such terms have been established in conformity
     with the provisions of this Indenture;


                                       10
<PAGE>

          (3) that such Debt Securities, when authenticated and delivered by the
     Trustee or an Authenticating Agent and issued by the Company in the manner
     and subject to any conditions specified in such Opinion of Counsel, will
     constitute valid and binding obligations of the Company, enforceable in
     accordance with their terms, subject to bankruptcy, insolvency, fraudulent
     conveyance, reorganization and other laws of general applicability relating
     to or affecting the enforcement of creditors' rights and to general equity
     principles (or such other similar matters as in the opinion of such counsel
     shall not materially adversely affect such enforceability); and

          (4) that the issuance and authentication of such Debt Securities to be
     issued will not violate, result in a breach or constitute a default or,
     with the giving of notice or the passage of time or both, would not
     constitute a default, under the articles of incorporation or code of
     regulations of the Company or result in such a default or violation.

          If all the Debt Securities of a series are not to be originally issued
at one time, the resolution of the Board of Directors or supplemental indenture,
the Certified Resolution or supplemental indenture, the Officers' Certificate,
the Company Order and any other documents otherwise required pursuant to
Sections 2.1, 2.2, 3.7 and this Section shall be delivered at or prior to the
time of authentication of each Debt Security of such series.

          The Trustee or the Authenticating Agent shall not be required to
authenticate such Debt Securities if the issue of such Debt Securities pursuant
to this Indenture will adversely affect the Trustee's or the Authenticating
Agent's own rights, duties or immunities under the Debt Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee or the Authenticating Agent.

          With respect to Debt Securities of a series which are not all issued
at one time, the Trustee and the Authenticating Agent may conclusively rely, as
to the authorization by the Company of any such Debt Securities, the form and
terms thereof and the legality, validity, binding effect and enforceability
thereof, upon the Opinion of Counsel, Officers' Certificate and other documents
delivered pursuant to Sections 2.1, 2.2, 3.7 and this Section, as applicable, at
or prior to the time of the first authentication of Debt Securities of such
series unless and until such opinion, certificate or other documents have been
superseded or revoked in a writing delivered to the Trustee. In connection with
the authentication and delivery of Debt Securities of a series which are not all
issued at one time, the Trustee and the Authenticating Agent shall be entitled
to assume that the Company's instructions to authenticate and deliver such Debt
Securities do not violate any rules, regulations or orders of any governmental
agency or commission having jurisdiction over the Company.

          SECTION 2.5 ISSUE OF DEBT SECURITIES. The Trustee and the
Authenticating Agent, forthwith upon the execution and delivery of this
Indenture and from time to time thereafter, upon the execution and delivery to
it of Debt Securities of any series by the Company as herein provided, and
without any further action on the part of the Company, shall authenticate such
Debt Securities up to a maximum amount, if any, designated for such series
pursuant to Section 2.2 and deliver them to or upon the receipt of a Company
Order; provided, however, that if not all the Debt Securities of a series are to
be issued at one time and if the resolution of the Board of Directors or
indenture supplemental hereto establishing such series as


                                       11

<PAGE>

contemplated by Sections 2.1 and 2.2 shall so permit, such Company Order may set
forth procedures acceptable to the Trustee for the issuance of such Debt
Securities and for determining the form or forms or terms of particular Debt
Securities of such series including, but not limited to, interest rate, if any,
maturity date, date of issuance and date from which interest, if any, shall
accrue.

          SECTION 2.6 TRANSFER OF DEBT SECURITIES. The transfer of any series of
Debt Securities may be registered by the registered owner thereof, in person or
by his attorney duly authorized in writing, at the office or agency of the
Company to be maintained by it as provided in Section 4.2, by delivering such
Debt Security for cancellation, accompanied by delivery of a duly executed
instrument of transfer, in form approved by the Company and satisfactory to the
Trustee or its designee, and thereupon the Company shall execute in the name of
the transferee or transferees, and the Trustee or the Authenticating Agent shall
authenticate and deliver, a new Debt Security or Debt Securities of the same
series and of like form for the same aggregate Principal Amount.

          SECTION 2.7 PERSONS DEEMED OWNERS. Prior to due presentation of any
series of Debt Securities for registration of transfer, the person in whose name
a Debt Security of any series shall be registered on books kept for such purpose
in accordance with Section 4.2 shall be deemed the absolute owner thereof for
all purposes of this Indenture, whether or not such Debt Security is overdue,
and neither the Company, the Trustee nor any Paying Agent or conversion agent
nor any series of Debt Securities registrar shall be affected by notice to the
contrary. Subject to the provisions of Section 2.12, payment of or on account of
the Principal, premium, if any, make-whole amount, if any, and interest shall be
made only to or upon the order in writing of such registered owner thereof, but
such registration may be changed as above provided. All such payments shall be
valid and effectual to satisfy and discharge the liability upon such Debt
Security to the extent of the sum or sums so paid.

          SECTION 2.8 TEMPORARY FORM. Until Debt Securities of any series in
definitive form are ready for delivery, the Company may execute and, upon
receipt of a Company Order, the Trustee or the Authenticating Agent shall
authenticate and deliver, in lieu thereof and subject to the same conditions,
one or more printed Debt Securities in temporary form, substantially of the
tenor of Debt Securities of the same series, without a recital of specific
redemption prices and with such other appropriate omissions, variations and
insertions, all as may be determined by the Board of Directors. Until exchanged
for Debt Securities of the same series in definitive form such Debt Securities
in temporary form shall be entitled to the benefits of this Indenture. The
Company shall, without unreasonable delay after the issue of Debt Securities in
temporary form, prepare, execute and deliver definitive Debt Securities of the
same series to the Trustee, and upon the presentation and surrender of Debt
Securities in temporary form, the Trustee or the Authenticating Agent shall
authenticate and deliver, in exchange therefor, Debt Securities of the same
series in definitive form for the same aggregate Principal Amount as the Debt
Securities in temporary form surrendered. Such exchange shall be made by the
Company at its own expense and without any charge therefor.

          SECTION 2.9 MUTILATED, DESTROYED, LOST OR STOLEN DEBT SECURITIES. Upon
receipt by the Company, the Trustee and the Authenticating Agent of evidence
satisfactory to them that any Debt Security of any series has been mutilated,
destroyed, lost or stolen, and upon receipt of an indemnity bond from the Holder
(and in case of a destroyed, lost or stolen


                                       12

<PAGE>

Debt Security, proof of ownership) that is sufficient in the judgment of the
Trustee and the Company to protect the Company, Trustee, Authenticating Agent or
any other agent from any loss that any of them may suffer if a Debt Security is
replaced, the Company shall, in the case of a mutilated Debt Security, and may
in the case of a lost, stolen or destroyed Debt Security, execute, and thereupon
the Trustee or the Authenticating Agent shall authenticate and deliver, a new
Debt Security of the same series of like tenor bearing a serial number not
contemporaneously outstanding (bearing such notation, if any, as may be required
by the rules of any securities exchange upon which the Debt Securities of the
same series are listed or are to be listed), in exchange and substitution for,
and upon surrender and cancellation of, the mutilated Debt Security, or in lieu
of and in substitution for the Debt Security so destroyed, lost or stolen; or,
if any mutilated, destroyed, lost or stolen Debt Security of any series shall
have matured or be about to mature, instead of issuing a new Debt Security, the
Company, upon written notice to the Trustee or the Authenticating Agent, may pay
the same without surrender of the destroyed, lost or stolen Debt Security. The
Company may require payment of the expenses which may be incurred by the Company
or any agent thereof and the charges and expenses of the Trustee and the
Authenticating Agent in the premises. Any series of Debt Securities issued under
the provisions of this Section 2.9 in lieu of any series of Debt Securities
alleged to have been destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the Debt Security alleged
to have been destroyed, lost or stolen shall be found at any time, and shall be
equally and proportionately entitled to the benefits of this Indenture with all
other Debt Securities of the same series issued under this Indenture.

          All Debt Securities shall be held and owned upon the express condition
that the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Debt Securities, and shall
preclude, to the extent lawful, any and all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

          SECTION 2.10 EXCHANGES OF DEBT SECURITIES. Debt Securities of any
series may, upon surrender thereof as hereinafter provided in this Section 2.10,
be exchanged for one or more Debt Securities of the same series of the same
aggregate Principal Amount, in authorized denominations. The Debt Securities to
be exchanged shall be surrendered at the office or agency of the Company to be
maintained by it as provided in Section 4.2, accompanied by duly executed
instruments of transfer in a form acceptable to the Company, the Trustee and the
registrar, and the Company shall execute and the Trustee or the Authenticating
Agent shall authenticate and deliver, in exchange therefor, the Debt Security or
Debt Securities of the same series, bearing numbers not contemporaneously
outstanding, which the Holder of Debt Securities making the exchange shall be
entitled to receive. Every exchange of Debt Securities of any series shall be
effected in such manner as may be prescribed by the Company with the approval of
the Trustee and registrar, and as may be necessary to comply with the
regulations of any securities exchange upon which Debt Securities of such series
are listed or are to be listed or to conform to usage in respect thereof.

          Upon every exchange or registration of transfer of Debt Securities, no
service charge shall be made but the Company may require the payment of any
taxes or other


                                       13

<PAGE>

governmental charges required to be paid with respect to such exchange or
registration, as a condition precedent to the exercise of the privilege of such
exchange or registration.

          All Debt Securities executed, authenticated and delivered in exchange
or upon registration of transfer shall be the valid obligations of the Company,
evidencing the same debt as the Debt Securities surrendered, and shall be
entitled to the benefits of this Indenture to the same extent as the Debt
Securities in exchange for which they were authenticated and delivered.

          The Company shall not be required to make exchanges or registrations
of transfer under any provision of this Article II of: (a) the Debt Securities
of any series for the period of 15 days next preceding the date of any
designation of Debt Securities of such series to be redeemed, as provided in
Article V, (b) any series of Debt Securities or portion thereof called or to be
called for redemption or (c) any series of Debt Securities between a record date
for such series and the next succeeding interest payment date for such series.

          SECTION 2.11 CANCELLATION OF SURRENDERED DEBT SECURITIES. All Debt
Securities of any series surrendered for the purpose of payment, exchange,
conversion or cancellation shall, if surrendered to the Company or any Paying
Agent or conversion agent, be delivered to the Trustee or its designee and
cancelled by it, or, if surrendered to the Trustee or its designee, shall be
cancelled by it, and no Debt Securities shall be issued in lieu thereof except
as expressly permitted by any of the provisions of this Indenture or as
otherwise provided in the resolution of the Board of Directors or indenture
supplemental hereto establishing such series as contemplated by Section 2.2. All
Debt Securities of any series surrendered for the purpose of redemption or
credit against any sinking fund shall similarly be delivered to the Trustee or
its designee for cancellation, and no Debt Securities shall be issued in lieu
thereof except Debt Securities of the same series in the case of redemption of a
Debt Security in part only. If the Company shall acquire any of the Debt
Securities, such acquisition shall not operate as a redemption or satisfaction
of the indebtedness represented by such Debt Securities unless and until the
same are delivered to the Trustee or its designee for cancellation. Unless
otherwise directed in writing by the Company, the Trustee or its designee shall
dispose of cancelled Debt Securities in accordance with its customary procedures
(subject to any record retention requirement of the Exchange Act). Certification
of the destruction of all canceled Debt Securities shall be delivered to the
Company.

          SECTION 2.12 PAYMENT OF INTEREST; DEFAULTED INTEREST. Interest (except
defaulted interest) on the Debt Securities of any series which is payable on any
interest payment date shall be paid to the persons who are Holders of Debt
Securities of such series at the close of business on the record date specified
for that purpose as contemplated by Section 2.2. At the option of the Company,
payment of interest on any series of Debt Securities may be made by check mailed
to the Holder's registered address.

          If the Company defaults in a payment of interest on the Debt
Securities of any series, it shall pay the defaulted interest to the persons who
are Holders of Debt Securities of such series at the close of business on a
subsequent special record date. The Company shall fix the record date (which
shall be not less than ten days prior to the date of payment of such defaulted
interest) and payment date. At least 15 days before the record date, the Company
(or, upon the written request of the Company, the Trustee in the name and at the
expense of the Company) shall mail to each Holder of Debt Securities of such
series a notice that states the


                                       14

<PAGE>

record date, the payment date and the amount of defaulted interest to be paid.
The Company shall notify the Trustee in writing of the amount of defaulted
interest proposed to be paid on each Debt Security of such series and the date
of the proposed payment, and at the same time the Company shall deposit with the
Trustee or any Paying Agent for such series an amount of money in immediately
available funds by 10:00 a.m., New York City time, on the payment date equal to
the aggregate amount proposed to be paid in respect of such defaulted interest
or shall make arrangements satisfactory to any Paying Agent for such series for
such deposit prior to the date of the proposed payment. The Company may pay
defaulted interest in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Debt Security may be
listed, and upon notice as may be required by such exchange if, after notice
given by the Company to the Trustee of the proposed payment pursuant to this
clause, such payment shall be deemed practicable by the Trustee.

          SECTION 2.13 GLOBAL SECURITIES; DEPOSITARY. For the purpose of this
Section, the term "Agent Member" means a member of, or participant in, a
Depositary; the term "Depositary" means, with respect to Debt Securities
issuable or issued in whole or in part in the form of one or more Global
Securities, the entity designated as Depositary by the Company pursuant to
Section 2.2 and any and all successors thereto appointed as depositary
hereunder, and, if at any time there is more than one such person, "Depositary"
as used with respect to the Debt Securities means the respective Depositary with
respect to a particular series of Debt Securities; and the term "Global
Security" means a global certificate evidencing all or part of the series of
Debt Securities as shall be specified herein, issued to the Depositary for the
series or such portion of the series, and registered in the name of such
Depositary or its nominee. The Global Security may provide that it shall
represent the aggregate amount of Outstanding Debt Securities from time to time
endorsed thereon which may from time to time be reduced to reflect exchanges.
Any endorsement to reflect the amount, or any increase or decrease in the
amount, of Outstanding Debt Securities shall be made by the Trustee.

          Notwithstanding Section 2.10, except as otherwise specified as
contemplated by Section 2.2, hereof, any Global Security shall be exchangeable
only as provided in this paragraph. A Global Security shall be exchangeable
pursuant to this Section 2.13 if (i) the Depositary notifies the Company that it
is unwilling or unable to continue as Depositary for such Global Security or if
at any time the Depositary ceases to be a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary, (ii)
the Company in its sole discretion determines that all Global Securities of any
series then outstanding under this Indenture shall be exchangeable for
definitive Debt Securities of such series in registered form or (iii) an Event
of Default with respect to the Debt Securities of the series represented by such
Global Security has occurred and is continuing. Any Global Security of such
series exchangeable pursuant to the preceding sentence shall be exchangeable for
definitive Debt Securities of such series in registered form, bearing interest
(if any) at the same rate or pursuant to the same formula, having the same date
of issuance, redemption, conversion (if any) and other provisions, and of
differing denominations aggregating a like amount. Such definitive Debt
Securities of such series shall be registered in the names of the owners of the
beneficial interests in such Global Securities of such series as such names are
from time to time provided by the relevant participants in the Depositary
holding such Global Securities (as such participants are identified from time to
time by such Depositary).


                                       15

<PAGE>

          No Global Security may be transferred except as a whole by a nominee
of the Depositary to the Depositary or another nominee of the Depositary or by
the Depositary or any such nominee to a successor of the Depositary or a nominee
of such successor. Except as provided above, owners solely of beneficial
interests in a Global Security shall not be entitled to receive physical
delivery of Debt Securities of such series in definitive form and will not be
considered the Holders of Debt Securities thereof for any purpose under this
Indenture.

          Any Global Security that is exchangeable pursuant to the preceding
paragraph shall be exchangeable for Debt Securities of such series in authorized
denominations and registered in such names as the Depositary that is the Holder
of Debt Securities of such Global Securities of such series shall direct.

          The Agent Members shall have no rights under this Indenture with
respect to any Global Security held on their behalf by a Depositary, and such
Depositary may be treated by the Company, the Trustee, and any agent of the
Company or the Trustee as the owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee, or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by a
Depositary or impair, as between a Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
Holder of a Debt Security of any series, including without limitation the
granting of proxies or other authorization of participants to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action which a Holder of Debt Securities is entitled to give or take under this
Indenture. Neither the Trustee nor any of its agents shall have any
responsibility for actions taken or not taken by the Depositary.

          The Trustee shall not be required to authenticate Global Securities
until it has received documentation as required by Section 2.4.

          SECTION 2.14 CUSIP NUMBERS. The Company in issuing the Debt Securities
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided, however, that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Debt Securities
or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Debt 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 in writing of any change
in the "CUSIP" numbers.

                                   ARTICLE III
                            MISCELLANEOUS PROVISIONS

          SECTION 3.1 LIMITATION OF RIGHTS. Nothing in this Indenture or the
Debt Securities, express or implied, is intended or shall be construed to confer
upon, or to give to, any Person, other than the parties hereto, their successors
and assigns, and the Holders of the Debt Securities, any right, remedy or claim
under or by reason of this Indenture or any provision hereof; and the provisions
of this Indenture are for the exclusive benefit of the parties hereto, their
successors and assigns, and the Holders of the Debt Securities.


                                       16

<PAGE>

          SECTION 3.2 OUTSTANDING DEBT SECURITIES. For all purposes of this
Indenture, in determining whether the Holders of a required percentage or the
required proportion of Principal Amount of Debt Securities of one or more series
has concurred in any request, waiver, vote, direction or consent, Debt
Securities owned or held by or for the account or for the benefit of the Company
or any other obligor under this Indenture or any Affiliate of the Company or an
Affiliate of such other obligor shall be disregarded and deemed not Outstanding,
except that, for the purposes of determining whether the Trustee shall be
protected in conclusively relying on any such request, waiver, direction or
consent, only Debt Securities which the Trustee actually knows to be so owned or
held shall be so disregarded. Debt Securities so owned which have been pledged
in good faith to secure an obligation may be regarded as Outstanding for all
such purposes, if the Trustee receives an Officers' Certificate stating that
said Debt Securities have been so pledged, that the pledgee is entitled to vote
with respect to such Debt Securities and that the pledgee is not the Company or
any other obligor on the Debt Securities, an Affiliate of the Company or an
Affiliate of such other obligor. In case of a dispute as to such right, any
decision by the Trustee taken upon the advice of counsel shall be conclusive,
and, subject to the provisions of Section 11.1 of this Indenture, shall afford
full protection to the Trustee.

          SECTION 3.3 SEVERABILITY; TRUST INDENTURE ACT CONTROLS. In case any
one or more of the provisions contained in this Indenture or in the Debt
Securities of any series shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Indenture, but this Indenture shall
be construed as if such invalid, illegal or unenforceable provisions had never
been contained herein.

          If any provision of this Indenture limits, qualifies or conflicts with
any other provision of this Indenture which is required to be included in an
indenture qualified under the Trust Indenture Act, such provision which is so
required to be included shall control. If any provisions of this Indenture
modifies or excludes any provisions 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 excluded, as the case may be.

          SECTION 3.4 COMPANY RELEASE. Whenever by the terms of this Indenture
the Company shall be required to do or not to do anything so long as any of the
Debt Securities shall be Outstanding of any series, the Company shall,
notwithstanding any such provision, not be required to comply with such
provision with respect to such series if it shall be entitled to have this
Indenture satisfied and discharged pursuant to the provisions hereof, even
though in either case the Holders of any of the Debt Securities of such series
shall have failed to present and surrender such Debt Securities for payment
pursuant to the terms of this Indenture.

          SECTION 3.5 DATE OF EXECUTION. Although this Indenture, for
convenience and for the purpose of reference, is dated as of the date first
above written, the actual date of execution by the Company and by the Trustee is
as indicated by their respective acknowledgements hereto annexed.

          SECTION 3.6 EXECUTION OF DOCUMENTS. Unless otherwise expressly
provided, any order, notice, request, demand, certificate or statement of the
Company required or


                                       17

<PAGE>

permitted to be made or given under any provision hereof shall be sufficiently
executed if signed by at least one Officer of the Company.

          SECTION 3.7 OFFICERS' CERTIFICATE AND OPINION OF COUNSEL. Upon any
application, demand or request by the Company to the Trustee to take any action
under any of the provisions of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that, in the opinion of the signers,
all conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied, and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent and
covenants have been satisfied.

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include (a) a
statement that the Person making such certificate or opinion has read such
covenant or condition; (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; (c) a statement that, in the opinion of
such Person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been satisfied; and (d) a statement as to whether or not, in the
opinion of such Person, such condition or covenant has been satisfied.

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

          Any certificate, statement or opinion of an Officer of the Company or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such Officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

          SECTION 3.8 NOTICES AND DEMANDS. All notices to or demands upon the
Trustee shall be in writing and may be served or presented at the principal
office of the Trustee. Any notice to or demand upon the Company shall be deemed
to have been sufficiently given or served by the Trustee or the Holders of Debt
Securities, for all purposes, by being mailed by first class mail (registered or
certified, return receipt requested), by facsimile transmission or delivered by
overnight air courier guaranteeing next day delivery, addressed to the Company,
attention of the General Counsel, 23000 Euclid Avenue, Cleveland, Ohio 44117,
Facsimile No.: (216) 692-6877, with a copy to Jones Day, Attention: Christopher
M. Kelly, Esq., North Point,


                                       18

<PAGE>

901 Lakeside Avenue, Cleveland, Ohio 44114, Facsimile No.: (216) 579-0212, or at
such other address or to such other counsel, as may be filed in writing by the
Company with the Trustee.

          Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Debt Securities of any event, such notice
shall be sufficiently given to Holders of Debt Securities if in writing and
mailed, first-class postage prepaid, to each holder of a Debt Security affected
by such event, at the address of such holder as it appears in the Debt Security
register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice.

          In case by reason of the suspension of regular mail and facsimile
service or by reason of any other cause it shall be impracticable to give such
notice to Holders of Debt Securities by mail or facsimile, then any manner of
giving such notice as shall be acceptable to the Trustee shall constitute a
sufficient notification for every purpose hereunder. In any case where notice to
Holders of Debt Securities is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder of a
Debt Security shall affect the sufficiency of such notice with respect to other
Holders of Debt Securities.

          SECTION 3.9 SUCCESSORS AND ASSIGNS. All the covenants, promises and
agreements in this Indenture contained by or on behalf of the Company or by or
on behalf of the Trustee shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed or not.

          SECTION 3.10 HEADINGS. The descriptive headings of the several
Articles of this Indenture are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

          SECTION 3.11 GOVERNING LAW. THIS INDENTURE AND EACH DEBT SECURITY
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW OF THE
STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

          SECTION 3.12 COUNTERPARTS. This Indenture may be simultaneously
executed in any number of counterparts, each of which when so executed and
delivered shall be an original, but such counterparts shall together constitute
but one and the same instrument. Wells Fargo Bank, N.A., as Trustee, hereby
accepts the trusts in this Indenture declared and provided upon the terms and
conditions hereinbefore set forth.

                                   ARTICLE IV
                            COVENANTS OF THE COMPANY

          The Company covenants and agrees as follows:

          SECTION 4.1 PAYMENT OF PRINCIPAL AND INTEREST. The Company will for
the benefit of each series of Debt Securities duly and punctually pay or cause
to be paid the Principal of, premium, if any, make-whole amount, if any, and
interest on the Debt Securities of


                                       19

<PAGE>

such series at the times and place and in the manner specified in this Indenture
and in the Debt Securities of such series. At the option of the Company,
interest on the Debt Securities shall be payable without presentation of such
Debt Securities by a check to the registered Holder. Any payment of Principal
and any premium or make-whole amount or interest required to be made on an
interest payment date, redemption date or at maturity which is not a Business
Day need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on such interest payment
date, redemption date or at maturity, as the case may be, and no interest shall
accrue for the period from and after such interest payment date, redemption date
or maturity.

          SECTION 4.2 MAINTENANCE OF OFFICE OR AGENCY. So long as any of the
Debt Securities of any series remain unpaid, the Company will at all times keep
an office or agency (which may be an office of the Trustee or an Affiliate of
the Trustee, registrar or co-registrar) where Debt Securities of such series may
be presented for registration of transfer and exchange as in this Indenture
provided, where notices and demands with respect to the Debt Securities and this
Indenture may be served and where the Debt Securities may be presented for
payment or, for Debt Securities of each series that is convertible, for
conversion. The Company shall give the Trustee written notice of the location
thereof and any change in the location thereof. In case the Company shall fail
to maintain such office or agency, presentations may be made and notices and
demands may be served at the principal office of the Trustee.

          The Company may also from time to time designate one or more other
offices or agencies where the Debt 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.

          The Company shall keep, at said office or agency, a register or
registers in which, subject to such reasonable regulations as it may prescribe,
the Company shall register or cause to be registered Debt Securities of each
series and shall register or cause to be registered the transfer or exchange of
Debt Securities of each series as in Article II provided. Such register or
registers shall be in written form in the English language or any other form
capable of being converted into written form within a reasonable time. At all
reasonable times, such register or registers shall be open for inspection by the
Trustee.

          SECTION 4.3 CORPORATE EXISTENCE. Subject to Article X 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 the rights (charter and
statutory) and franchises of the Company; provided, however, that the Company
shall not be required to preserve any such right or franchise if the Company
shall determine that the preservation thereof is no longer desirable in the
conduct of the business and its subsidiaries as a whole and that the loss
thereof is not adverse in any material respect to the Holders of Debt
Securities.

          SECTION 4.4 RESTRICTIONS ON MERGERS, SALES AND CONSOLIDATIONS. So long
as any of the Debt Securities remain unpaid, the Company will not (i)
consolidate or merge with or into another Person (whether or not the Company is
the surviving corporation) or (ii) sell, convey or lease all or substantially
all of its property to any other corporation, partnership or limited liability
company except (a) to the extent expressly permitted pursuant to the terms of


                                       20
<PAGE>

any supplemental indenture governing any series of the Debt Securities and (b)
as otherwise permitted in Article X hereof.

          SECTION 4.5 FURTHER ASSURANCES. From time to time whenever requested
by the Trustee, the Company will execute and deliver such further instruments
and assurances and do such further acts as may be reasonably necessary or proper
to carry out more effectually the purposes of this Indenture or to secure the
rights and remedies hereunder of the Holders of the Debt Securities of any
series.

          SECTION 4.6 REPORTS.

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

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

          (c) So long as any Debt Securities are outstanding, the Company will
     furnish or cause to be furnished to the Trustee, at least seven Business
     Days before each interest payment date (but in no event less frequently
     than every six months) with respect to Debt Securities of any series, and
     at such other times as the Trustee may request in writing, within 30 days
     after receipt by the Company of any such request, a list in such form as
     the Trustee may reasonably require containing all information in the
     possession or control of the Company or of any Paying Agent, other than the
     Trustee, as to the names and addresses of the Holders of Debt Securities of
     such series obtained since the date as of which the next previous list, if
     any, was furnished; provided, however, that so long as the Trustee is Debt
     Security registrar for such series, no such list need be furnished. Any
     such list may be dated as of a date not more than 15 days prior to the time
     such information is furnished or caused to be furnished, and need not
     include information received after such date (excluding from any such list
     names and addresses received by the Trustee in its capacity as Debt
     Security registrar).

          SECTION 4.7 COMPLIANCE CERTIFICATE. Within 120 days after the end of
each fiscal year subsequent to the date of this Indenture, the Company will file
with the Trustee an Officers' Certificate as to his or her knowledge of the
Company's compliance with all conditions and covenants under this Indenture and
if an Event of Default has occurred, specify such Event of Default and the
nature and status thereof, of which such signer may have


                                       21

<PAGE>

knowledge. 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.

          SECTION 4.8 DUTIES OF PAYING AGENT. The Company will cause each Paying
Agent for the Debt Securities of any series other than the Trustee to execute
and deliver to the Trustee an instrument in which such agent shall agree with
the Trustee:

          (a) that it will hold all sums held by it as such agent for the
     payment of the Principal of, premium, if any, make-whole amount, if any, or
     interest on the Debt Securities of such series (whether such sums have been
     paid to it by the Company or by any other obligor on the Debt Securities of
     such series) in trust for the benefit of the Holders of the Debt Securities
     of such series;

          (b) that it will give the Trustee written notice of any failure by the
     Company (or by any other obligor on the Debt Securities of such series) to
     make any payment of the Principal of, premium, if any, make-whole amount,
     if any, or interest on the Debt Securities of such series when the same
     shall be due and payable; and

          (c) that it will, at any time during the continuance of any Event of
     Default with respect to such series, upon the written request of the
     Trustee, forthwith pay to the Trustee all sums so held in trust by such
     Paying Agent.

          If the Company acts as its own Paying Agent for the Debt Securities of
any series, it will, on or before each due date of the Principal of, premium, if
any, make-whole amount, if any, or interest on the Debt Securities of such
series, set aside and segregate and hold in trust for the benefit of the Holders
of the Debt Securities of such series a sum sufficient to pay such Principal,
premium, if any, make-whole amount, if any, or interest and will notify the
Trustee, in writing, of such action or any failure to take such action.

          Whenever the Company shall have one or more Paying Agents for any
series of Debt Securities, it will, on or before each due date of the Principal
of, premium, if any, make-whole amount, if any, or interest on any Debt
Securities of such series, deposit with the Paying Agent or Agents for the Debt
Securities of such series a sum, by 10:00 a.m., New York City time, in
immediately available funds on the payment date, sufficient to pay the
Principal, premium, if any, make-whole amount, if any, or interest so becoming
due with respect to the Debt Securities of such series, and (unless such paying
agent is the Trustee) the Company will promptly notify the Trustee in writing of
any failure so to act.

          The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture with respect to the Debt Securities
of one or more series or for any other purpose, pay, or by Company Order direct
any Paying Agent for such series 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
payment.

          Anything in this Section 4.8 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 4.8 shall be subject
to the provisions of Section 6.3.


                                       22

<PAGE>

          SECTION 4.9 CALCULATION OF ORIGINAL ISSUE DISCOUNT. The Company shall
file with the Trustee within 20 days following the end of each calendar year (i)
a written notice specifying the amount of original issue discount (including
daily rates and accrual periods) accrued on Outstanding Debt Securities as of
the end of such year and (ii) such other specific information relating to such
original issue discount as may then be relevant under the Code.

                                   ARTICLE V
                   REDEMPTION OF DEBT SECURITIES; SINKING FUND

          SECTION 5.1 APPLICABILITY OF ARTICLE. Debt Securities of any series
which are redeemable before their stated maturity at the election of the Company
or through the operation of any sinking fund for the retirement of Debt
Securities of such series shall be redeemable in accordance with their terms
established pursuant to Section 2.2 and (except as otherwise established
pursuant to Section 2.2 for Debt Securities of such series) in accordance with
this Article.

          SECTION 5.2 NOTICES OF REDEMPTION TO TRUSTEE -- DEPOSIT OF CASH (OR
OTHER FORM OF PAYMENT) -- SELECTION OF DEBT SECURITIES TO BE REDEEMED. Not less
than 30 days (or such lesser number of days as the Trustee shall approve) nor
more than 60 days (or such greater number of days as the Trustee shall approve)
prior to the date fixed by the Company for the redemption at the option of the
Company of any Debt Securities of any series which are subject to redemption or
portions thereof, the Company shall give written notice, by delivering a Company
Order to the Trustee, stating the aggregate Principal Amount of Debt Securities
of such series which the Company elects to redeem, the redemption price at which
such Debt Securities are to be redeemed and the date and place fixed for
redemption. On or before 10:00 a.m., New York City time, of the date fixed for
redemption, the Company shall deposit with the Trustee or the Paying Agent money
in immediately available funds on such redemption date (or other form of payment
if permitted by the terms of such Debt Securities) in an amount sufficient to
redeem on the date fixed for redemption all the Debt Securities of such series
or portions thereof to be redeemed, other than any Debt Securities of such
series called for redemption on such date which have been converted prior to the
date of such deposit, at the appropriate redemption price, together with any
accrued interest to the date fixed for redemption. If less than all the Debt
Securities then Outstanding of such series are to be redeemed, the Trustee shall
select, substantially pro rata or by lot, in such manner as it shall deem
appropriate and fair, in its sole discretion, the numbers of the Debt Securities
to be redeemed as a whole or in part except: (1) if the Debt Securities are
listed on any national securities exchange, in compliance with the requirements
of the principal national securities exchange on which the Debt Securities are
listed; or (2) if otherwise required by law or to comply with the rules of the
Depositary. The Trustee shall thereafter promptly notify the Company in writing
of the numbers of the Debt Securities to be redeemed; provided, however, that
Debt Securities of such series registered in the name of the Company shall be
excluded from any such selection for redemption until all Debt Securities of
such series not so registered shall have been previously selected for
redemption. For the purpose of such selection in case of redemption of less than
all of the Debt Securities of any series, the Trustee and the Company shall have
the option to treat as Outstanding Debt Securities any Debt Securities of such
series which are surrendered for conversion after the fifteenth day immediately
preceding the mailing of the notice of such


                                       23

<PAGE>

redemption, and need not treat as Outstanding Debt Securities any Debt
Securities authenticated and delivered during such period in exchange for the
unconverted portion of any Debt Securities converted in part during such period.
In case any series of Debt Securities shall be redeemed in part only, the notice
of redemption shall specify the Principal Amount thereof to be redeemed and
shall state that, upon surrender thereof for redemption, a new Debt Security or
new Debt Securities of the same series of an aggregate Principal Amount equal to
the unredeemed portion of such Debt Security will be issued in lieu thereof; and
in such case the Company shall execute and the Trustee or the Authenticating
Agent shall authenticate and deliver such new Debt Security or Debt Securities
of such series to or upon the written order of the Holder of Debt Securities, at
the expense of the Company. Provisions of this Indenture that apply to Debt
Securities called for redemption also apply to portions of Debt Securities
called for redemption.

          Upon or after the receipt of such notice, the Trustee, in the name of
the Company and as its agent, shall mail by first-class mail, postage prepaid,
to each registered Holder of a Debt Security to be redeemed in whole or in part
at his last address appearing on the registration books of the Debt Securities
registrar, a notice of redemption. Such notice of redemption shall identify the
Debt Securities to be so redeemed in whole or in part and whether such Debt
Securities are to be redeemed in whole or in part and shall state: (i) the date
fixed for redemption; (ii) the redemption price at which Debt Securities are to
be redeemed and method of payment, if other than in cash; (iii) if applicable,
the current conversion price or rate; (iv) if applicable, that the right of the
Holder of Debt Securities to convert Debt Securities called for redemption shall
terminate at the close of business on the date fixed for redemption (or such
other day as may be specified as contemplated by Section 2.2 for Debt Securities
of any series); (v) if applicable, that Holders of Debt Securities who want to
convert Debt Securities called for redemption must satisfy the requirements for
conversion contained in such Debt Securities; (vi) the name and address of the
Paying Agent; (vii) that Debt Securities called for redemption must be
surrendered to the Paying Agent to collect the redemption price; (viii) that,
unless the Company defaults in making such redemption payment, interest, if any,
accrued to the date fixed for redemption will be paid as specified in said
notice and that on and after said date interest thereon shall cease to accrue;
(ix) the provision of the Debt Security or this Indenture under which the
redemption is being made; (x) that the Company so elects to redeem such Debt
Securities or portions thereof at the place or places specified in such notice;
and (xi) that no representation is made as to the correctness or accuracy of the
CUSIP number, if any, listed in such notice or printed on the Debt Security.
Such notice shall be mailed not later than the thirtieth, and not earlier than
the sixtieth, day before the date fixed for redemption. Any notice which is
mailed in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not the Holder receives such notice; and failure duly to
give such notice by mail, or any defect in such notice, to the Holder of any
series of Debt Securities designated for redemption as a whole or in part shall
not affect the validity of the proceedings for the redemption of any other Debt
Security.

          The Company shall pay to the Trustee the cost of mailing notices of
redemption and any other necessary expenses incurred by the Trustee in
connection therewith.

          SECTION 5.3 EFFECT OF NOTICE OF REDEMPTION. The notice of election to
redeem having been mailed as hereinbefore provided, the Debt Securities or
portions thereof called for redemption shall become due and payable on the
redemption date at the applicable


                                       24

<PAGE>

redemption price, together with interest accrued to the date fixed for
redemption, at the place or places specified in such notice, and if cash (or
other form of payment if permitted by the terms of such Debt Securities) in the
amount necessary to redeem such Debt Securities or portions thereof has been
deposited with the Trustee, interest on such Debt Securities or portions thereof
shall cease to accrue from and after the date fixed for redemption (unless the
Company shall default in the payment of the redemption price, plus accrued
interest, if any) and the right to convert such Debt Securities or portions
thereof, if the terms of such Debt Securities provide for conversion pursuant to
Section 2.2, shall terminate at the close of business on the date fixed for
redemption or such other day as may be specified as contemplated by Section 2.2
for Debt Securities of such series. The respective registered Holders of Debt
Securities or portions thereof so called for redemption shall be entitled to
receive payment of the applicable redemption price, together with interest
accrued to the date fixed for redemption on or after the date fixed for
redemption (unless the Company shall default in the payment of the redemption
price, plus accrued interest, if any), upon presentation and surrender at the
place or places of payment specified in such notice. Notwithstanding the
foregoing, if the record date for payment of interest is on or prior to the
redemption date, such interest shall be payable to the persons who are Holders
of such Debt Securities on such record date according to the terms of such Debt
Securities and Section 2.12.

          If any series of Debt Securities called for redemption pursuant to
Section 5.1 is converted or exchanged pursuant to the conversion or exchange
provisions of such Debt Security or the resolution of the Board of Directors or
the supplemental indenture pursuant to which such Debt Security is issued, if
any, any monies deposited with the Trustee for the purpose of paying or
redeeming any such Debt Security shall be promptly paid to the Company.

          SECTION 5.4 CREDITS AGAINST SINKING FUND. Against any one or more
sinking fund payments, if any, to be made pursuant to the terms of the Debt
Securities of any series providing for a sinking fund, the Company may elect, by
delivery of an Officers' Certificate to the Trustee, at least 45 days prior to
the sinking fund payment date (or such shorter period as may be acceptable to
the Trustee or is otherwise specified as contemplated by Section 2.2 for Debt
Securities of any series), to take credit for any Debt Securities of such series
or portions thereof acquired or redeemed by the Company, pursuant to the terms
of such Debt Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Debt Securities, which have not
previously been used by the Company for the purposes permitted in this Section
5.4 and for any Debt Securities which have been converted pursuant to the terms
of such Debt Securities. Such Debt Securities shall be received and credited for
such purpose by the Trustee at the redemption price specified in such Debt
Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly. Upon any such
election the Company shall receive credit against such sinking fund payments
required to be made in the order in which they are to be made. Any series of
Debt Securities for which credit is elected to be taken which shall not
theretofore have been delivered to the Trustee for cancellation shall at the
time of such election be delivered to the Trustee for cancellation by the
Trustee.

          SECTION 5.5 REDEMPTION THROUGH SINKING FUND. Each sinking fund
payment, if any, made under the terms of the Debt Securities of any series
established pursuant to Section 2.2 shall be applied to the redemption of Debt
Securities of such series on the date for redemption specified in the Debt
Securities of such series next succeeding such sinking fund


                                       25

<PAGE>

payment date; provided, however, if at any time the amount of cash to be paid
into the sinking fund for such series on the next succeeding sinking fund
payment date, together with any unused balance of any preceding sinking fund
payment or payments for such series, shall not exceed in the aggregate $100,000,
the Trustee, unless requested by the Company, shall not give notice of the
redemption of Debt Securities of such series through the operation of the
sinking fund on the succeeding date for redemption specified in the Debt
Securities of such series. At least 45 days (or such lesser number of days as
the Trustee shall approve) prior to the date on which a sinking fund payment
with respect to the Debt Securities of any series is due, the Company shall give
written notice to the Trustee of the Principal Amount of Debt Securities of such
series registered in the name of the Company (which shall be excluded from such
redemption) and the Trustee shall select, substantially pro rata or by lot, in
such manner as it shall deem appropriate and fair, the Principal Amount of Debt
Securities of such series to be redeemed in accordance with the terms of the
Debt Securities of such series after allowance for any credit elected under
Section 5.4 and shall, in the name and at the expense of the Company and as its
agent, give notice of such redemption, all in the manner provided for in Section
5.2, except that such notice shall state that the Debt Securities of such series
are being redeemed for the sinking fund. The notice of redemption having been
mailed as hereinbefore provided, the Debt Securities or portions thereof called
for redemption shall become due and payable on the next succeeding date for
redemption specified in the Debt Securities of such series at the sinking fund
redemption price thereof, all in the manner and with the effect provided for in
Section 5.3.

          Any sinking fund payment not so required to be applied to the
redemption of Debt Securities of any series on the date for redemption specified
in the Debt Securities of such series next succeeding any sinking fund payment
date may, at the direction of the Company as evidenced by a Company Order, be
applied by the Trustee prior to the 45th day preceding the next following
sinking fund payment date for such series, in such manner and from time to time,
in such amount as the Company may direct the Trustee in writing, so far as such
moneys shall be adequate, to the purchase for the sinking fund of Debt
Securities of such series or portions thereof, in the open market, from the
Company or otherwise, at prices (exclusive of accrued interest and brokerage
commissions) not in excess of the sinking fund redemption price for such series.
The Company agrees to pay to the Trustee, upon request, accrued interest and
brokerage commissions paid by the Trustee with respect to any Debt Securities of
such series so purchased by the Trustee and such accrued interest and brokerage
commissions shall not be charged against the sinking fund for such series.

          Any unused balance of sinking fund moneys with respect to Debt
Securities of any series remaining in the hands of the Trustee on the 45th day
preceding the sinking fund payment date for such series in any year shall be
added to any sinking fund payment for such series to be made in cash in such
year, and together with such payment, if any, shall be applied to the redemption
or purchase of Debt Securities of such series in accordance with the provisions
of this Section 5.5, provided that any sinking fund moneys so remaining in the
hands of the Trustee after the date specified in the Debt Securities of such
series and not utilized in the purchase of Debt Securities of such series as
provided in this Section 5.5 shall be applied by the Trustee to the payment of
Debt Securities at maturity.

          SECTION 5.6 DEBT SECURITIES NO LONGER OUTSTANDING AFTER NOTICE TO
TRUSTEE AND DEPOSIT OF CASH. If the Company, having given notice to the Trustee
as provided in


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<PAGE>

Section 5.1 or 5.2, shall have deposited with the Trustee or the Paying Agent,
for the benefit of the Holders of any Debt Securities of any series or portions
thereof called for redemption in whole or in part cash or other form of payment
if permitted by the terms of such Debt Securities (which amount shall be
immediately due and payable to the Holders of such Debt Securities or portions
thereof) in the amount necessary so to redeem all such Debt Securities or
portions thereof on the date fixed for redemption and provision satisfactory to
the Trustee shall have been made for the giving of notice of such redemption,
such Debt Securities, or portions thereof, shall thereupon, for all purposes of
this Indenture, be deemed to be no longer Outstanding, and the Holders thereof
shall be entitled to no rights thereunder or hereunder, except the right to
receive payment of the applicable redemption price, together with interest
accrued to the date fixed for redemption, on or after the date fixed for
redemption of such Debt Securities or portions thereof and the right to convert
such Debt Securities or portions thereof, if the terms of such Debt Securities
provide for convertibility pursuant to Section 2.2, at or prior to the close of
business on the date fixed for redemption.

          SECTION 5.7 CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION. In
connection with any redemption of Debt Securities, the Company may arrange for
the purchase and conversion of any Debt Securities called for redemption by an
agreement with one or more investment bankers or other purchasers to purchase
such Debt Securities by paying to the Trustee or the Paying Agent in trust for
the Holders of Debt Securities, on or before 10:00 a.m., New York City time, on
the redemption date, an amount no less than the redemption price, together with
interest, if any, accrued to the redemption date of such Debt Securities, in
immediately available funds. Notwithstanding anything to the contrary contained
in this Article V, the obligation of the Company to pay the redemption price of
such Debt Securities, including all accrued interest, if any, shall be deemed to
be satisfied and discharged to the extent such amount is so paid by such
purchasers. If such an agreement is entered into, any Debt Securities not duly
surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and surrendered by such purchasers for conversion,
all as of immediately prior to the close of business on the last day on which
Debt Securities of such series called for redemption may be converted in
accordance with this Indenture and the terms of such Debt Securities, subject to
payment of the above amount aforesaid. The Trustee or the Paying Agent shall
hold and pay to the Holders of Debt Securities whose Debt Securities are
selected for redemption any such amount paid to it in the same manner as it
would moneys deposited with it by the Company for the redemption of Debt
Securities. Without the Trustee's and the Paying Agent's prior written consent,
no arrangement between the Company and such purchasers for the purchase and
conversion of any Debt Securities shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Trustee as set forth in
this Indenture, and the Company agrees to indemnify the Trustee from, and hold
it harmless against, any loss, liability or expense arising out of or in
connection with any such arrangement for the purchase and conversion of any Debt
Securities between the Company and such purchasers, including the costs and
expenses incurred by the Trustee and the Paying Agent in the defense of any
claim or liability arising out of or in connection with the exercise or
performance of any of its powers, duties, responsibilities or obligations under
this Indenture.


                                       27

<PAGE>

                                   ARTICLE VI
                     SATISFACTION AND DISCHARGE OF INDENTURE

          SECTION 6.1 SATISFACTION AND DISCHARGE. If (a) all Debt Securities of
any series theretofore authenticated (other than any such Debt Securities which
shall have been destroyed, lost or stolen and in lieu of or in substitution for
which other such Debt Securities shall have been authenticated and delivered or
Debt Securities for whose payment money (or other form of payment if permitted
by the terms of such Debt Securities) has theretofore been held in trust and
thereafter repaid to the Company, as provided in Section 6.3) have been
delivered to the Trustee for cancellation and not theretofore cancelled, or (b)
the Company shall irrevocably deposit (subject to Section 6.3) with the Trustee
or Paying Agent as trust funds the entire amount in cash or U.S. Government
Obligations, or combination thereof, sufficient to pay at maturity or upon
redemption all of the Debt Securities of such series (other than any Debt
Securities which shall have been destroyed, lost or stolen and in lieu of or in
substitution for which other Debt Securities shall have been authenticated and
delivered or Debt Securities for whose payment money (or other form of payment
if permitted by the terms of such Debt Securities) has theretofore been held in
trust and thereafter repaid to the Company, as provided in Section 6.3) not
theretofore paid, surrendered or delivered to the Trustee for cancellation,
including the principal, premium, if any, make-whole amount, if any, and
interest due or to become due to such date of maturity or redemption date, as
the case may be, and if in either case the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company and the Company shall
deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each
stating that in the opinion of the signers all conditions precedent to the
satisfaction and discharge of this Indenture with respect to the Debt Securities
of such series have been complied with (and, in the event that such deposit
shall be made more than one year prior to the maturity of the Debt Securities of
such series, such Opinion of Counsel shall also state that such deposit will not
result in an obligation of the Company, the Trustee or the trust fund created by
such deposit to register as an investment company under the Investment Company
Act of 1940, as amended) and an Officers' Certificate (upon which the Trustee
may conclusively rely) stating that the cash, if any, and U.S. Government
Obligations, if any, or combination thereof, deposited as set forth above are
sufficient to pay at maturity or upon redemption all of the Debt Securities of
such series as set forth above, then, except with respect to the remaining
rights of conversion of any Debt Securities the terms of which provide for
conversion or to rights of exchange or registration of transfer or of the
Company's right of optional redemption of any Debt Securities of such series,
this Indenture shall cease to be of further effect with respect to the Debt
Securities of such series, and the Trustee, on demand of and at the cost and
expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to the Debt
Securities of such series. Notwithstanding the satisfaction and discharge of
this Indenture with respect to the Debt Securities of such series, the
obligations of the Company to the Trustee under Section 11.2 shall survive, and
if moneys or U.S. Government Obligations, or combination thereof, shall have
been irrevocably deposited with the Trustee or Paying Agent pursuant to clause
(b) of this Section, the obligations of the Trustee under Section 6.2 and the
first paragraph of Section 6.3 shall survive.

          In order to have money available on a payment date to pay the
Principal of, premium, if any, make-whole amount, if any, or interest, if any,
on the Debt Securities, the U.S. Government Obligations shall be payable as to
Principal or interest on or before such payment


                                       28

<PAGE>

date in such amounts as will provide the necessary money. Such U.S. Government
Obligations shall not be callable at the issuer's option.

          SECTION 6.2 APPLICATION OF TRUST MONEY. Subject to the provisions
hereinafter contained in this Article VI, any moneys or U.S. Government
Obligations (or other form of payments if permitted by the terms of such Debt
Security) which at any time shall be deposited by the Company, or on its behalf
with the Trustee or Paying Agent, for the purpose of paying or redeeming any of
the Debt Securities of any series shall be held in trust and applied by the
Trustee to the payment to the Holders of the particular Debt Securities for the
payment or redemption of which such moneys (or other form of payments if
permitted by the terms of such Debt Security) have been deposited, of all sums
due and to become due thereon for Principal, premium, if any, make-whole amount,
if any, and interest, upon presentation and surrender of such Debt Securities at
the office or agency of the Company maintained as provided in this Indenture.
Neither the Company nor the Trustee (except as provided in Section 11.2) nor any
Paying Agent shall be required to pay interest on any moneys so deposited.

          SECTION 6.3 REPAYMENT OF MONEYS. Any moneys or U.S. Government
Obligations deposited with the Trustee or any Paying Agent remaining unclaimed
by the Holders of Debt Securities for two years after the date upon which the
Principal of or interest on such Debt Securities shall have become due and
payable, shall (unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property law) be repaid to the Company by the
Trustee or Paying Agent and such Holders shall (unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
law) thereafter be entitled to look to the Company only for payment thereof;
provided, however, that, before being required to make any such payment to the
Company, the Trustee or Paying Agent shall, at the expense and written direction
of the Company, cause to be published once, in an Authorized Newspaper, a notice
that such moneys remain unclaimed and that, after the date set forth in said
notice, the balance of such moneys then unclaimed will be returned to the
Company.

          Upon satisfaction and discharge of this Indenture, all moneys then
held by any Paying Agent other than the Trustee hereunder shall, upon demand of
the Company, be repaid to it and thereupon such Paying Agent shall be released
from all further liability with respect to such moneys.

          The Trustee or any Paying Agent shall deliver or pay to the Company
from time to time upon a request in writing by the Company any moneys or U.S.
Government Obligations (or the principal or interest on such U.S. Government
Obligations) held by it as provided in Section 6.1 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof to the Trustee, are then in excess of the amount
thereof which then would have been required to be deposited for the purpose for
which such money or U.S. Government Obligations were deposited or received.

                                  ARTICLE VII
                              REMEDIES UPON DEFAULT

          SECTION 7.1 EVENTS OF DEFAULT. The following events are hereby defined
for all purposes of this Indenture (except where the term is otherwise defined
for specific purposes) as Events of Default with respect to Debt Securities of a
particular series, unless it is


                                       29

<PAGE>

either inapplicable to a particular series or is specifically deleted or
modified as contemplated by Section 2.2 for the Debt Securities of such series,
in addition to any other events as may be defined as Events of Default pursuant
to Section 2.2 for the Debt Securities of such series:

          (a) Failure of the Company to pay or provide for payment of the
     Principal of, premium, if any, or make-whole amount, if any, on any of the
     Debt Securities of such series, when and as the same shall become due and
     payable, whether at maturity thereof, by call for redemption, through any
     mandatory sinking fund, by redemption at the option of the Holder of any
     series of Debt Securities pursuant to the terms of such Debt Security, by
     declaration of acceleration or otherwise; or

          (b) Failure of the Company to pay or provide for payment of any
     installment of interest on any of the Debt Securities of such series, when
     and as the same shall become due and payable, which failure shall have
     continued for a period of 30 days; or

          (c) Failure of the Company to perform or observe any other of the
     covenants or agreements on the part of the Company in this Indenture or in
     the Debt Securities of such series (other than a covenant or agreement
     which has expressly been included in this Indenture solely for the benefit
     of Debt Securities of any series other than that series or is expressly
     made inapplicable to the Debt Securities of such series pursuant to Section
     2.2), which failure shall have continued for a period of 60 days after
     written notice to the Company by the Trustee hereunder or to the Company
     and to the Trustee from the Holders of not less than 25% of the aggregate
     Principal Amount of Debt Securities then Outstanding of such series under
     this Indenture specifying such Event of Default or failure and requesting
     that it be remedied and stating that such notice is a notice of an event
     which, if continued for 60 days after such written notice, will become an
     Event of Default;

          (d) The Company or any Significant Subsidiary:

               (1) commences a voluntary case under any Bankruptcy Law,

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

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

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

               (5) admits in writing to its inability to pay its debts generally
          as they become due;

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

               (i) is for relief in an involuntary case against the Company or
          any Significant Subsidiary;


                                       30
<PAGE>

               (ii) appoints a custodian of the Company or any Significant
          Subsidiary or for all or substantially all of the property of any of
          the foregoing; or

               (iii) orders the liquidation of the Company or any Significant
          Subsidiaries;

               (iv) and such order or decree remains unstayed and in effect for
          90 consecutive days;

          (f) The failure to pay at final maturity (giving effect to any
     applicable grace periods and any extensions thereof) the stated Principal
     Amount of any indebtedness of the Company or any subsidiary of the Company,
     or the acceleration of the final stated maturity of any such Indebtedness
     (which acceleration is not rescinded, annulled or otherwise cured within 30
     days of receipt by the Company or such subsidiary of notice of any such
     acceleration) if the aggregate Principal Amount of such indebtedness,
     together with the Principal Amount of any other such indebtedness in
     default for failure to pay principal at final stated maturity or which has
     been accelerated (in each case with respect to which the 30-day period
     described above has elapsed), aggregates $10.0 million or more at any time;

          (g) One or more judgments in an aggregate amount in excess of $10.0
     million (net of any amounts covered by insurance as to which the insurer
     has acknowledged coverage) shall have been rendered against the Company or
     any of its subsidiaries and such judgments remain undischarged, unpaid or
     unstayed for a period of 60 days after such judgment or judgments become
     final and non-appealable; or

          (h) Any other Event of Default provided in the supplemental indenture
     or resolution of the Board of Directors under which such series of Debt
     Securities is issued or in the form of Debt Security for such series.

          If one or more Events of Default (other than an Event of Default
specified in clauses (d) or (e) of the immediately preceding paragraph) shall
occur and be continuing with respect to Debt Securities then Outstanding of any
series, then, and in each and every such case, either the Trustee, by notice in
writing to the Company, or the Holders of not less than 25% in aggregate
Principal Amount of the Debt Securities then Outstanding of such series, by
notice in writing to the Company and to the Trustee, may declare the Principal
Amount (or, if the Debt Securities of such series are Original Issue Discount
Securities, such portion of the Principal Amount as may be specified in the
terms of the Debt Securities of such series) of all Debt Securities of such
series and/or such other amount or amounts as the Debt Securities or
supplemental indenture with respect to such series may provide, if not already
due and payable, to be immediately due and payable; and upon any such
declaration all Debt Securities of such series shall become and be immediately
due and payable, anything in this Indenture or in any of the Debt Securities of
such series contained to the contrary notwithstanding; and if an Event of
Default specified in clause (d) or (e) of the immediately preceding paragraph
shall occur and be continuing with respect to Debt Securities then Outstanding
of any series, then all unpaid Principal of (or, if the Debt Securities of such
series are Original Issue Discount Securities, such portion of the Principal
Amount as may be specified in the terms of the Debt Securities of such series)
of all Debt Securities of such series and/or such other amount or amounts as the
Debt


                                       31

<PAGE>

Securities or supplemental indenture with respect to such series may provide, if
not already due and payable, 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 such Debt Securities). The provisions of the immediately preceding
sentence, however, are subject to the condition that if, at any time after the
Principal of (and/or such other specified amount on) the Debt Securities of such
series shall so become due and payable, and before any judgment or decree for
the payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Debt
Securities of such series and the Principal of (and/or such other specified
amount), premium, if any, and make-whole amount, if any, on any and all Debt
Securities of such series which shall have become due otherwise than by
acceleration, with interest on such Principal (and/or such other specified
amount), premium, if any, and make-whole amount, if any, and (to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest, at the rate specified in the Debt Securities of such
series (or, if no such rate is specified, at the rate borne by the Debt
Securities of such series), to the date of such payment or deposit, and the
compensation and expenses of the Trustee, and any and all defaults under this
Indenture with respect to the Debt Securities of such series, other than the
nonpayment of Principal of (and/or such other specified amount), premium, if
any, or make-whole amount, if any, and accrued interest on Debt Securities of
such series which shall have become due by acceleration, shall have been
remedied, then and in every such case the Trustee shall, upon written request or
consent of the Holders of a majority in aggregate Principal Amount of the Debt
Securities then Outstanding of such series delivered to the Company and to the
Trustee, waive such default and its consequences and rescind or annul such
declaration and its consequences, but no such waiver, rescission or annulment
shall extend to or affect any subsequent default, or impair any right consequent
thereon.

          For all purposes under this Indenture, if the portion of the Principal
Amount as may be specified in the terms of any Original Issue Discount
Securities shall have been accelerated and declared due and payable pursuant to
the provisions hereof, then, from and after such declaration, unless such
declaration has been rescinded and annulled, payment of such portion of the
Principal Amount thereof, together with interest, if any, thereon and all other
amounts owing thereunder, shall constitute payment in full of such Original
Issue Discount Securities.

          SECTION 7.2 ACCELERATION. In case the Company shall commit an Event of
Default with respect to the Debt Securities of any series described in Section
7.1(a) or (b), then, upon demand of the Trustee, the Company shall pay to the
Trustee, for the benefit of the Holders of the Debt Securities then Outstanding
of such series, the whole amount which then shall have become due on all such
Debt Securities of such series for Principal, premium, if any, make-whole
amount, if any, and interest, with interest on the overdue Principal, premium,
if any, and make-whole amount, if any, and (to the extent that payment of such
interest is enforceable under applicable law) upon overdue installments of
interest, at the rate specified in the Debt Securities of such series (or, if no
such rate is specified, at the rate borne by the Debt Securities of such
series), and in addition thereto, such additional amount as shall be sufficient
to cover the costs and expenses of collection, including the compensation,
expenses, liabilities, disbursements and advances of the Trustee, any
predecessor Trustee, their agents and counsel. In case the Company shall pay the
same in accordance with the provisions of this Section 7.2 and, prior to


                                       32

<PAGE>

such payment neither the Trustee nor the Holders of the Debt Securities then
Outstanding of such series shall have taken any steps to begin enforcing their
rights under this Indenture and so long as no additional Event of Default with
respect to the Debt Securities of such series shall have occurred, from and
after such payment, the Event of Default giving rise to the demand by the
Trustee pursuant to this Section 7.2 shall be deemed to be no longer continuing
and shall be deemed to have thereupon been remedied, cured or waived without
further action upon the part of either the Trustee or any of the Holders of Debt
Securities. In case the Company shall fail to pay the same forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute any judicial proceedings at law or in equity for the collection of the
sums so due and unpaid and may prosecute such proceedings to judgment or final
decree, and may enforce the same against the Company or any other obligor upon
the Debt Securities of such series 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 the Debt Securities of such series, wherever situated.
The right of the Trustee to recover such judgment shall not be affected by the
exercise of any other right, power or remedy for the enforcement of the
provisions of this Indenture.

          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 Debt
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the Principal of any Debt
Securities shall then be due and payable as therein expressed or by declaration
of acceleration 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 to file and prove a claim for the whole amount
of principal, premium, if any, make-whole amount, if any, and interest owing and
unpaid in respect of the Debt Securities of any series for which it serves as
Trustee 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, any predecessor Trustee, their agents and counsel) and of the Holders
of Debt Securities of such series allowed in such judicial proceeding, and to
receive payment of or on account of such claims and to distribute the same after
the deduction of its charges and expenses; and any receiver, assignee, trustee,
liquidator, sequestrator (or other similar official) in any judicial proceeding
is hereby irrevocably authorized and instructed by each of the Holders of Debt
Securities of such series 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 of Debt Securities of such series, to pay to the Trustee any amount
due it or any predecessor Trustee, for compensation and expenses, including
counsel fees incurred up to the date of such distribution. Nothing contained in
this Indenture shall be deemed to give to the Trustee any right to accept or
consent to any plan of reorganization, arrangement, adjustment or composition
affecting the Holders of Debt Securities or the rights of any Holder of Debt
Securities, or to authorize the Trustee to vote in respect of the claim of any
Holder of Debt Securities in any such proceeding.

          Any moneys or property received by the Trustee under this Section 7.2
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such moneys or property on account
of Principal, premium, if any, make-whole amount, if any, or interest, upon
presentation of the several Debt Securities of the series in


                                       33

<PAGE>

respect of which such moneys were received, and stamping thereon the payment, if
only partially paid, and upon surrender thereof if fully paid:

          First: To the payment of costs and expenses of collections, and
     compensation to the Trustee, its agents, attorneys and counsel, and all
     advances made and expenses and liabilities incurred by the Trustee, except
     as a result of its negligence or bad faith and all other amounts owing to
     the Trustee or any predecessor Trustee pursuant to Section 11.2 hereof;

          Second: In case the Principal of the Outstanding Debt Securities in
     respect of which such moneys were received shall not have become due and be
     unpaid, to the payment of interest on such Debt Securities, in the order of
     the maturity of the installments of such interest, with interest (so far as
     may be lawful) upon the overdue installments of interest at the rate
     specified in such Debt Securities (or, if no such rate is specified, at the
     rate borne by the Debt Securities of such series), such payments to be made
     ratably to the persons entitled thereto;

          Third: In case the Principal of the Outstanding Debt Securities in
     respect of which such moneys were received and/or such other amount or
     amounts as the Debt Securities or supplemental indenture with respect to
     such series shall provide, shall have become due, by declaration or
     otherwise, to the payment of the whole amount then owing and unpaid upon
     such Debt Securities for Principal (and/or such other specified amount),
     premium, if any, make-whole amount, if any, and interest, with interest on
     the overdue Principal (and/or such other specified amount), premium, if
     any, make-whole amount, if any, and (so far as may be lawful) upon overdue
     installments of interest, at the rate specified in such Debt Securities
     (or, if no such rate is specified, at the rate borne by the Debt Securities
     of such series), and in case such moneys shall be insufficient to pay in
     full the whole amount so due and unpaid upon such Debt Securities, then to
     the payment of such Principal (and/or such other specified amount),
     premium, if any, make-whole amount, if any, and interest, with interest on
     the overdue Principal (and/or such other specified amount), premium, if
     any, make-whole amount, if any, and (so far as may be lawful) upon overdue
     installments of interest, at the rate specified in such Debt Securities
     (or, if no such rate is specified, at the rate borne by the Debt Securities
     of such series), without preference or priority of Principal (and/or such
     other specified amount), premium, if any, and make-whole amount, if any,
     over interest, or of interest over Principal (and/or specified amount),
     premium, if any, make-whole amount, if any, or of any installment of
     interest over any other installment of interest, or of any such Debt
     Security over any other such Debt Security, ratably to the aggregate of
     such Principal (and/or such other specified amount), premium, if any,
     make-whole amount, if any, and accrued and unpaid interest; and

          Fourth: To the payment of the remainder, if any, to the Company, its
     successors or assigns, or to whomever may be so lawfully entitled to
     receive the same, or as a court of competent jurisdiction may direct.

          SECTION 7.3 TRUSTEE MAY ENFORCE RIGHTS OF ACTION WITHOUT POSSESSION OF
DEBT SECURITIES. All rights of action under this Indenture or any of the Debt
Securities Outstanding of any series hereunder enforceable by the Trustee may be
enforced by the Trustee


                                       34

<PAGE>

without the possession of any of the Debt Securities or the production thereof
at the trial or other proceedings relative thereto, and any such suit or
proceeding instituted by the Trustee shall be brought for the ratable benefit of
the Holders of the Debt Securities with respect to which the rights are being
exercised, subject to the provisions of this Indenture.

          SECTION 7.4 DELAYS OR OMISSIONS NOT TO IMPAIR ANY RIGHTS OR POWERS
ACCRUING UPON DEFAULT. No delay or omission of the Trustee or of the Holders of
Debt Securities to exercise any rights or powers accruing upon any default which
shall not have been remedied shall impair any such right or power, or shall be
construed to be a waiver of any such default or acquiescence therein; and every
power and remedy given by this Article VII to the Trustee and the Holders of the
Debt Securities of any series may be exercised from time to time and as often as
may be deemed expedient by the Trustee or by the Holders of the Debt Securities
of such series.

          Provided the Debt Securities of any series shall not then be due and
payable by reason of a declaration pursuant to Section 7.1 hereof, the Holders
of at least a majority in aggregate Principal Amount of the Debt Securities of
such series then Outstanding may on behalf of the Holders of all of the Debt
Securities of such series waive by written notice any past default hereunder and
its consequences, except a default in the payment of interest on or principal,
premium, if any, and make-whole amount, if any, of any of the Debt Securities of
such series. In the case of any such waiver, the Company, the Trustee and the
Holders of the Debt Securities of such series shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or impair any right consequent thereon.

          SECTION 7.5 HOLDERS OF AT LEAST A MAJORITY MAY DIRECT EXERCISE OF
REMEDIES. The Holders of at least a majority in aggregate Principal Amount of
the Debt Securities then Outstanding of any series shall have the right, by an
instrument in writing executed and delivered to the Trustee, to direct the time,
method and place of conducting any proceedings for any remedy available to the
Trustee, or of exercising any power or trust conferred upon the Trustee under
this Indenture, with respect to the Debt Securities of such series; provided,
however, that subject to the provisions of Section 11.1 of this Indenture, the
Trustee shall have the right to decline to follow any such direction if the
Trustee, being advised by counsel, determines that the action or proceedings so
directed may not lawfully be taken or if the Trustee in good faith shall, by
Responsible Officers, determine that the action or proceedings so directed would
involve the Trustee in personal liability, or would be unduly prejudicial to the
Holders of the Debt Securities of such series not joining in such direction, it
being understood that the Trustee (subject to Section 11.1) shall have no duty
to ascertain whether or not such actions or forebearances are unduly prejudicial
to such Holders, and the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

          SECTION 7.6 LIMITATION ON SUITS BY HOLDERS OF DEBT SECURITIES. No
Holder of any Debt Security of any series shall have the right to institute any
suit, action or proceeding, in equity or at law for the execution of any trust
or power hereof, or for the enforcement of any other remedy under or upon this
Indenture or the Debt Securities of such series, unless (1) Holder gives the
Trustee written notice that an Event of Default is continuing, (2) the Holders
of a majority in aggregate Principal Amount of the Debt Securities then
Outstanding of such series shall have made written request upon the Trustee and
shall have


                                       35

<PAGE>

afforded to it a reasonable opportunity either to proceed to exercise the powers
hereinbefore granted or to institute such suit, action or proceeding in its own
name, as Trustee hereunder, (3) shall have offered to the Trustee indemnity
satisfactory to the Trustee against the costs, expenses and liabilities to be
incurred therein or thereby, (4) the Trustee shall have not complied with such
request for 60 days after its receipt of such request and (5) no direction
inconsistent with such request shall have been given to the Trustee pursuant to
Section 7.6; it being understood and intended that no one or more Holders of
Debt Securities of any series shall have any right under this Indenture or under
the Debt Securities, by his or their action, to enforce any right hereunder
except in the manner herein provided, and that all proceedings hereunder, at law
or in equity, shall be instituted, had and maintained in the manner herein
provided and for the ratable benefit of all Holders of the Debt Securities of
such series. Notwithstanding any provision of this Indenture to the contrary,
the right, which is absolute and unconditional, of any Holder of Debt Securities
to receive the payment of the Principal of, premium, if any, make-whole amount,
if any, and interest on his Debt Securities at and after the respective due
dates (including maturity by call for redemption, through any sinking fund,
declaration unless annulled pursuant to Section 7.1 hereof, or otherwise), of
such Principal, premium, if any, make-whole amount, if any, or interest, or the
right, which is also absolute and unconditional, of any Holder of Debt
Securities to require exchange or conversion of his Debt Securities pursuant to
the terms thereof if the terms of such Debt Securities provide for
exchangeability or convertibility, or the right to institute suit for the
enforcement of any such payment at or after such due dates or of such right to
exchange or convert, shall not be impaired or affected without the consent of
such Holder, and the obligation of the Company, which is also absolute and
unconditional, to pay the Principal of, premium, if any, make-whole amount, if
any, and interest on each of the Debt Securities to the respective Holders
thereof at the times and places in the Debt Securities expressed shall not be
impaired or affected.

          Notwithstanding anything to the contrary contained in this Section
7.7, the parties to this Indenture and the Holders of Debt Securities agree as
follows:

          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 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; provided, however, that the provisions of this paragraph
shall not apply to any suit instituted, directly or through an agent or agents,
by the Trustee, to any suit instituted by any Holder of Debt Securities of any
series, or group of Holders of Debt Securities of any series, holding in the
aggregate more than 10% in aggregate Principal Amount of the Debt Securities
then Outstanding of such series or to any suit instituted by any Holder of Debt
Securities of any series for the enforcement of the payment of the Principal of,
premium, if any, make-whole amount, if any, or interest on, any Debt Security of
such series at or after the respective due dates of such principal, premium, if
any, make-whole amount, if any, or interest expressed in his Debt Security of
such series.

          SECTION 7.7 NO COMPANY DEBT SECURITIES TO BE DEEMED OUTSTANDING. No
Debt Securities owned or held by, for the account of or for the benefit of the
Company to be deemed Outstanding for purpose of payment or distribution. No Debt
Securities owned or held


                                       36

<PAGE>

by, for the account of or for the benefit of the Company or any Affiliate of the
Company (other than Debt Securities pledged in good faith which would be deemed
Outstanding under the provisions of Section 3.2) shall be deemed Outstanding for
the purpose of any payment or distribution provided for in this Article VII.

          SECTION 7.8 DISCONTINUANCE OR ABANDONMENT OF PROCEEDINGS. If the
Trustee shall have proceeded to enforce any right under this Indenture with
respect to the Debt Securities of any series, and such proceedings shall have
been discontinued or abandoned because of waiver, or for any other reason, or
shall have been determined adversely to the Trustee, then, and in any such case,
the Company, the Trustee and the Holders of Debt Securities of such series shall
each be restored to their former positions and rights hereunder, and all rights,
remedies and powers of the Trustee shall continue as though no such proceeding
had been taken.

          SECTION 7.9 STATEMENT BY OFFICERS AS TO DEFAULT. The Company shall
deliver to the Trustee promptly upon any Officer becoming aware of the
occurrence of any Event of Default or an event which, with notice or the lapse
of time or both, would constitute an Event of Default, an Officers' Certificate
setting forth the details of such Event of Default or default and the action
which the Company proposes to take with respect thereto.

                                  ARTICLE VIII
                EVIDENCE OF ACTION BY HOLDERS OF DEBT SECURITIES

          SECTION 8.1 EVIDENCE OF ACTION BY HOLDERS OF DEBT SECURITIES. Any
demand, request, consent, proxy or other instrument which this Indenture may
require or permit to be signed and executed by the Holders of Debt Securities of
any series may be in any number of concurrent instruments of similar tenor, and
may be signed or executed by such Holders of Debt Securities in person or by an
attorney duly authorized in writing. Proof of the execution of any such demand,
request, consent, proxy or other instrument, or of a writing appointing any such
attorney, shall be sufficient for any purpose of this Indenture if made in the
following manner: the fact and date of the execution by any person of such
demand, request, consent, proxy or other instrument or writing may be proved by
the certificate of any notary public, or other officer authorized to take
acknowledgments of deeds to be recorded in any state or country, that the person
signing such request or other instrument or writing acknowledged to him the
execution thereof, or by an affidavit of a witness of such execution. Where such
execution is by an officer of a corporation or association or a member of a
partnership on behalf of such corporation, association or partnership, or by a
trustee or other fiduciary, such certificate or affidavit shall also constitute
sufficient proof of his authority. The Trustee may nevertheless in its
discretion accept such other proof or require further proof of any matter
referred to in this Section 8.1 as it shall deem reasonable. The ownership of
Debt Securities shall be proved by the registry books or by a certificate of the
registrar thereof.

          The Trustee shall not be bound to recognize any person as a Holder of
Debt Securities of any series unless and until his title to the Debt Securities
of such series held by him is proved in the manner in this Article VIII
provided.

          Any demand, request, discretion, waiver, consent, vote or other action
of the Holder of any series of Debt Securities shall be conclusive and shall
bind all future Holders of the same Debt Security and of any series of Debt
Securities issued in exchange or substitution


                                       37

<PAGE>

therefor irrespective of whether or not any notation in regard thereto is made
upon such Debt Security. Any such Holder, however, may revoke the consent as to
his Debt Security or portion thereof. Such revocation shall be effective only if
the Trustee receives the written notice of revocation before the date the
amendment, supplement, waiver or other action becomes effective. An amendment,
supplement, waiver or other action shall become effective on receipt by the
Trustee of written consents from the Holders of Debt Securities of the requisite
percentage in aggregate Principal Amount of the Outstanding Debt Securities of
the relevant series. After an amendment, supplement, waiver or other action
becomes effective, it shall bind every Holder of Debt Securities of each series
of Debt Securities so affected.

          The Company or the Trustee, as applicable, may set a date for the
purpose of determining the Holders of Debt Securities entitled to consent, vote
or take any other action referred to in this Section 8.1, which date shall be
not less than 10 days nor more than 60 days prior to the taking of the consent,
vote or other action.

                                   ARTICLE IX
                IMMUNITY OF SHAREHOLDERS, OFFICERS AND DIRECTORS

          SECTION 9.1 IMMUNITY OF SHAREHOLDERS, OFFICERS, DIRECTORS AND
EMPLOYEES. No past, present or future director, Officer, employee, incorporator,
agent, Affiliate or shareholder of the Company, as such, shall have any
liability for any obligations of the Company under the Debt Securities or this
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Debt Securities by accepting a
Debt Security waives and releases all such liabilities. The waiver and release
are part of the consideration for issuance of the Debt Securities. The waiver
may not be effective to waive liabilities under the federal securities laws.

                                   ARTICLE X
                      MERGER, CONSOLIDATION, SALE OR LEASE

          SECTION 10.1 CONSOLIDATION, MERGER, SALE, TRANSFER OR LEASE. Nothing
in this Indenture or in the Debt Securities shall prevent any consolidation or
merger of the Company with or into any other corporation, partnership or limited
liability company, or any consolidation or merger of any other corporation,
partnership or limited liability company with or into the Company, or any sale,
assignment, conveyance, transfer, lease or other disposition of all or
substantially all of the property and assets of the Company to any other
corporation, partnership or limited liability company lawfully entitled to
acquire the same; provided, however, and the Company hereby covenants and
agrees, that any consolidation or merger of the Company with or into any other
corporation, partnership or limited liability company or the sale, assignment,
conveyance, transfer, lease or other disposition of all or substantially all of
the property and assets of the Company and its subsidiaries on a consolidated
basis shall be upon the condition that (a) the due and punctual payment of the
Principal of, premium, if any, make-whole amount, if any, and interest on all
the Debt Securities according to their tenor, and the due and punctual
performance and observance of all the terms, covenants and conditions of this
Indenture to be kept or performed by the Company shall, by a supplemental
indenture hereto complying with the provisions of Section 12.1, executed and
delivered to the Trustee, be expressly assumed by the corporation, partnership
or limited liability company (other than the Company) formed by or resulting
from any such consolidation or merger, or which shall have received the
delivery,


                                       38

<PAGE>

transfer, assignment, conveyance or lease of all or substantially all of the
property and assets of the Company and its subsidiaries on a consolidated basis,
just as fully and effectually as if such successor corporation, partnership or
limited liability company had been an original party hereto; and (b) the Company
or such successor corporation, partnership or limited liability company, as the
case may be, shall not, immediately after such consolidation, merger, sale,
transfer, assignment, conveyance, lease or other disposition, be in default in
the performance of any such covenant or condition. Thereafter, unless otherwise
specified pursuant to Section 2.2 for the Debt Securities of any series, all
obligations of the predecessor corporation, partnership or limited liability
company under the Debt Securities of such series shall terminate. In the event
of any such sale, assignment, conveyance, transfer, lease or other disposition,
the predecessor entity may be dissolved, wound up and liquidated at any time
thereafter.

          Every such successor corporation, partnership or limited liability
company, upon executing a supplemental indenture hereto as provided in this
Section 10.1 in form satisfactory to the Trustee, shall succeed to and be
substituted for the Company with the same effect as if it had been named herein
as the Company; and any order, certificate or resolution of the Board or
officers of the Company provided for in this Indenture may be made by like
officials of such successor corporation, partnership or limited liability
company. Such successor corporation, partnership or limited liability company
may thereupon cause to be signed, either in its own name or in the name of the
Company, with such suitable reference, if any, to such consolidation, merger,
sale, transfer, assignment, conveyance, lease or other disposition as may be
required by the Trustee, any or all of the Debt Securities which shall not
theretofore have been signed by the Company and authenticated by the Trustee or
any Authenticating Agent; and upon the written order of such successor
corporation, partnership or limited liability company in lieu of the Company,
signed by not less than two Officers of such successor corporation, partnership
or limited liability company, and subject to all the terms, conditions and
restrictions herein prescribed with respect to the authentication and delivery
of the Debt Securities, the Trustee or any Authenticating Agent shall
authenticate and deliver any and all Debt Securities which shall have been
previously signed by the proper Officers of the Company and delivered to the
Trustee or any Authenticating Agent for authentication and any of such Debt
Securities which such successor corporation, partnership or limited liability
company shall thereafter, in accordance with the provisions of this Indenture,
cause to be signed and delivered to the Trustee or any Authenticating Agent for
such purpose. All Debt Securities of any series so authenticated and delivered
shall in all respects have the same rank as the Debt Securities of such series
theretofore or thereafter authenticated and delivered in accordance with the
terms of this Indenture.

          Notwithstanding the foregoing, this Section 10.1 shall not apply in
the event, and to the extent, that any such consolidation, merger, sale,
assignment, conveyance, transfer, lease or other disposition described above is
expressly permitted pursuant to the terms of any Board Resolution or
supplemental indenture governing any series of Debt Securities, provided that
the Company complies with all conditions set forth in such supplemental
indenture for any such consolidation, merger, sale, assignment, conveyance,
transfer, lease or other disposition.

          SECTION 10.2 TRUSTEE MAY RELY UPON OPINION OF COUNSEL. The Trustee
shall receive, subject to the provisions of Section 11.1 of this Indenture, and
be fully protected in relying in good faith upon an Officers' Certificate and
Opinion of Counsel as conclusive


                                       39

<PAGE>

evidence that any supplemental indenture executed under the foregoing Section
10.1 complies with the foregoing conditions and provisions of this Article X.

                                   ARTICLE XI
                             CONCERNING THE TRUSTEE

          SECTION 11.1 CERTAIN DUTIES AND RESPONSIBILITIES.

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

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

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

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

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

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

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

               (3) the Trustee shall not be liable with respect to any action
          taken or omitted to be taken by it in good faith in accordance with
          the direction of the Holders of a majority in principal amount of the
          Outstanding Securities of any series, determined as provided in
          Sections 7.5 and 7.6, relating to the time, method and place of
          conducting any proceeding for any remedy available to the Trustee, or
          exercising any trust or power conferred upon the Trustee, under this
          Indenture with respect to the Securities of such series; and

               (4) no provision of this Indenture shall require the Trustee to
          expend or risk its own funds or otherwise incur any financial
          liability in the performance


                                       40
<PAGE>

          of any of its duties hereunder, or in the exercise of any of its
          rights or powers, if it shall have reasonable grounds for believing
          that repayment of such funds or adequate indemnity against such risk
          or liability is not reasonably assured to it.

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

          (e) Subject to the limitations set forth above in Section 11.1:

               (i) the Trustee may conclusively rely and shall be protected in
          acting or refraining from action upon any resolution, certificate,
          opinion, notice, consent, request, order, appraisal, report, bond or
          other paper or document believed by it to be genuine and to have been
          signed or presented by the proper party or parties;

               (ii) before the Trustee acts or refrains from acting, the Trustee
          may consult with counsel of its selection and the 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 accordance with such
          advice or Opinion of Counsel;

               (iii) whenever in the administration of the trusts of this
          Indenture, prior to an Event of Default hereunder and after the curing
          or waiving of all Events of Default which may have occurred, the
          Trustee shall deem it necessary or desirable that a matter be proved
          or established prior to taking, suffering or omitting any action
          hereunder, such matter (unless other evidence in respect thereof be
          herein specifically prescribed) may be deemed to be conclusively
          proved and established by an Officers' Certificate delivered to the
          Trustee, and such certificate shall be full warrant to the Trustee for
          any action taken, suffered or omitted by it under the provisions of
          this Indenture upon the faith thereof;

               (iv) the Trustee shall be under no obligation to exercise any of
          the trusts or powers hereof at the request, order or direction of any
          of the Holders of Debt Securities, pursuant to the provisions of this
          Indenture, unless such Holders of Debt Securities shall have offered
          to the Trustee indemnity satisfactory to the Trustee against all the
          costs, expenses and liabilities which might be incurred therein;

               (v) the Trustee shall not be liable for any action taken or
          omitted to be taken by it in good faith and believed by it to be
          authorized or within the discretion or power conferred upon it by this
          Indenture;

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


                                       41

<PAGE>

          inquiry or investigation, it shall be entitled to examine the books,
          records and premises of the Company, personally or by agent or
          attorney at the sole cost of the Company and shall incur no liability
          or additional liability of any kind by reason of such inquiry or
          investigation.

               (vii) the Trustee shall not be required to give any bond or
          surety in respect of the performance of its powers and duties
          hereunder;

               (viii) 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

               (ix) 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;

               (x) in no event shall the Trustee be responsible or liable for
          special, indirect, or consequential loss or damage of any kind
          whatsoever (including, but not limited to, loss of profit)
          irrespective of whether the Trustee has been advised of the likelihood
          of such loss or damage and regardless of the form of action;

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

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

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

          SECTION 11.2 COMPENSATION AND INDEMNITIES. The Company agrees:

          (1) to pay to the Trustee from time to time such compensation as the
     Company and the Trustee shall from time to time agree in writing 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);


                                       42

<PAGE>

          (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 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 each of the Trustee or any predecessor Trustee and
     their agents for, and to hold them harmless against, any and all loss,
     damage, claims, liability or expense arising out of or in connection with
     the acceptance or administration of the trust or trusts hereunder,
     including the costs and expenses of defending itself against any claim
     (whether asserted by the Company, or any Holder or any other Person) or
     liability in connection with the exercise or performance of any of its
     powers or duties hereunder, or in connection with enforcing the provisions
     of this Section, except to the extent that such loss, damage, claim,
     liability or expense is due to its own negligence or bad faith.

          If any property other than cash shall at any time be subject to a lien
in favor of the Holders of Debt Securities, the Trustee, if and to the extent
authorized by a receivership or bankruptcy court of competent jurisdiction or by
the supplemental instrument subjecting such property to such lien, shall be
entitled to make advances for the purpose of preserving such property or of
discharging tax liens or other prior liens or encumbrances thereon. The
obligations of the Company under this Section 11.2 to compensate the Trustee and
to indemnify, pay or reimburse the Trustee or any predecessor Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the resignation or removal of the Trustee, the
termination of this Indenture, and the satisfaction and discharge or any other
termination pursuant to any Bankruptcy Law hereof. Such additional indebtedness
shall be secured by a lien prior to that of the Debt Securities of all series
with respect to which the Trustee acts as Trustee upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
benefit of the Holders of particular Debt Securities.

          The Trustee shall not be accountable for the use or application by the
Company of any Debt Securities authenticated and delivered hereunder or of the
proceeds of such Debt Securities, or for the use or application of any moneys
paid over by the Trustee in accordance with any provision of this Indenture, or
for the use or application of any moneys received by any Paying Agent other than
the Trustee.

          All moneys received by the Trustee in trust under or pursuant to any
provision of this Indenture shall constitute trust funds for the purposes for
which they were paid or were held, but need not be segregated in any manner from
any other moneys and may be deposited by the Trustee, under such conditions as
may be prescribed by law, in its general banking department, and the Trustee
shall not be liable for any interest thereon, except as otherwise agreed with
the Company.

          The parties hereto, and the Holders of Debt Securities by their
acceptance of their Debt Securities, hereby agree, that when the Trustee incurs
expenses and renders services after an Event of Default specified in Section
7.1(d) or 7.1(e) occurs, such expenses and the compensation for such services
are intended by the Holders of the Debt Securities and Company to constitute
expenses of administration under any Bankruptcy Law.


                                       43

<PAGE>

          SECTION 11.3 NOTICE OF DEFAULT. The Trustee shall give to the Holders
of Debt Securities of any series notice of the happening of all defaults with
respect to the Debt Securities of such series known to it, within 90 days after
the occurrence thereof unless such defaults shall have been cured before the
giving of such notice; provided, however, that, except in the case of a default
resulting from the failure to make any payment of Principal of, premium, if any,
make-whole amount, if any, or interest on the Debt Securities of any series, or
in the payment of any mandatory sinking fund installment with respect to the
Debt Securities of such series, the Trustee may withhold the giving of such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Debt Securities of such series. For the purpose of this Section 11.3,
the term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default. Such notice shall be given to the
Holders of Debt Securities of such series in the manner and to the extent
provided in subsection (c) of Section 11.10.

          SECTION 11.4 CONFLICTING INTERESTS. The Trustee in its individual or
any other capacity may become the owner or pledgee of Debt Securities and may
otherwise deal with the Company or any Affiliate of the Company with the same
rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the Commission for permission to continue as Trustee (if this
Indenture has been qualified under the Trust Indenture Act and to the extent
permitted by Trust Indenture Act Section 3.10(b)) or resign. Any agent may do
the same with like rights and duties.

          SECTION 11.5 ELIGIBILITY OF TRUSTEE. There shall at all times be a
corporate Trustee under this Indenture which shall be a bank or trust company
organized and doing business under the laws of the United States or of any State
or the District of Columbia and having a combined capital and surplus of not
less than $100,000,000 which is authorized under the laws of its jurisdiction of
incorporation to exercise corporate trust powers and is subject to supervision
or examination by Federal, State or District of Columbia authority. If the
Trustee publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, the
combined capital of the Trustee shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published

          SECTION 11.6 RESIGNATION OR REMOVAL OF TRUSTEE.

          (a) Subject to the limitations contained in subsection (d) of this
     Section 11.6, the Trustee may resign and be discharged from the trust
     hereby created with respect to the Debt Securities of one or more series by
     giving notice thereof to the Company. Upon receiving such notice of
     resignation, the Company shall promptly appoint a successor Trustee or
     Trustees (it being understood that any such successor Trustee may be
     appointed with respect to the Debt Securities of one or more or all of such
     series with respect to which the resigning Trustee has resigned and that at
     any time there shall be only one Trustee with respect to the Debt
     Securities of any particular series) by written instrument, in duplicate,
     executed by order of the Board of Directors, one copy of which instrument
     shall be delivered to the resigning Trustee and one copy to the successor
     Trustee. If no successor Trustee shall have been so appointed and have
     accepted


                                       44

<PAGE>

     appointment within 60 days after the mailing of such notice of resignation,
     the resigning Trustee, the Company or the Holders of at least 10% in
     aggregate Principal Amount of any series of Debt Securities then
     outstanding may, petition any court of competent jurisdiction for the
     appointment of a successor Trustee, or any Holder of Debt Securities of
     such series who has been a bona fide Holder of a Debt Security or Debt
     Securities of such series for at least six months may on behalf of himself
     and all others similarly situated, petition any such court for the
     appointment of a successor Trustee. Such court may thereupon, after such
     notice, if any, as it may deem proper and prescribe, appoint a successor
     Trustee.

          (b) In case at any time any of the following shall occur:

               (1) the Trustee shall fail to comply with the provisions of
          Section 11.4 with respect to the Debt Securities of any series after
          written request therefor by the Company or by any Holder of Debt
          Securities of such series who has been a bona fide Holder of a Debt
          Security or Debt Securities of such series for at least six months; or

               (2) the Trustee shall cease to be eligible in accordance with the
          provisions of Section 11.5 with respect to the Debt Securities of any
          series and shall fail to resign after written request therefor by the
          Company or by any such Holder of Debt Securities; 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

     then, in any such case, the Company may remove the Trustee with respect to
     all Debt Securities of such series and appoint a duly qualified successor
     Trustee by written instrument, in duplicate, executed by order of the Board
     of Directors of the Company, one copy of which instrument shall be
     delivered to the Trustee so removed and one copy to the successor Trustee
     so appointed, or, subject to the provisions of Section 7.7, any Holder of
     Debt Securities who has been a bona fide Holder of a Debt Security or Debt
     Securities 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 removal of the Trustee with respect to all Debt
     Securities of such series and the appointment of a successor Trustee. Such
     court may thereupon after such notice, if any, as it may deem proper and
     prescribe, remove the Trustee and appoint a duly qualified successor
     Trustee with respect to the Debt Securities of such series.

          (c) The Holders of at least a majority in aggregate Principal Amount
     of the Debt Securities then Outstanding of any series may at any time
     remove the Trustee and appoint a duly qualified successor Trustee with
     respect to such series by delivery to the Trustee so removed, to the
     successor Trustee and to the Company of the evidence provided for in
     Section 8.1 of the action in that regard taken by Holders of Debt
     Securities.


                                       45

<PAGE>

          (d) Any resignation or removal of the Trustee and any appointment of a
     duly qualified successor Trustee pursuant to any of the provisions of this
     Section shall become effective only upon acceptance of appointment by the
     successor Trustee as provided in Section 11.7.

          SECTION 11.7 ACCEPTANCE BY SUCCESSOR TRUSTEE.

          (a) In case of the appointment hereunder of a successor Trustee with
     respect to all Debt Securities, every duly qualified successor Trustee so
     appointed under any of the methods herein provided shall execute,
     acknowledge and deliver to its predecessor Trustee and to the Company an
     instrument in writing accepting such appointment hereunder and thereupon
     such successor Trustee, without any further act, deed or conveyance, shall
     become fully vested with the rights, powers, trusts, duties and obligations
     of its predecessor in the trust hereunder with like effect as if originally
     named as Trustee herein. The predecessor Trustee shall, nevertheless, at
     the written request of the successor Trustee, pay over to the successor
     Trustee all moneys at the time held by it herein; and the Company and the
     predecessor Trustee upon payment or provision therefor of any amounts then
     due the predecessor Trustee pursuant to the provisions of Section 11.2,
     shall execute and deliver such instruments and do such other things as may
     reasonably be required for more fully and certainly vesting and confirming
     in the successor Trustee all such rights, powers, trusts, duties and
     obligations.

          (b) In case of the appointment hereunder of a successor Trustee with
     respect to the Debt Securities of one or more (but not all) series, the
     Company, the predecessor Trustee and each successor Trustee with respect to
     the Debt Securities of such series shall execute and deliver an indenture
     supplemental hereto wherein each successor Trustee shall accept such
     appointment and which (i) shall contain such provisions as shall be
     necessary or desirable to transfer and confirm to, and to vest in, each
     successor Trustee all the rights, powers, trusts and duties of the
     predecessor Trustee with respect to the Debt Securities of such series to
     which the appointment of such successor Trustee relates, (ii) if the
     predecessor Trustee is not retiring with respect to all Debt Securities of
     such series, shall contain such provisions as shall be deemed necessary or
     desirable to confirm that all the rights, powers, trusts and duties of the
     predecessor Trustee with respect to the Debt Securities of such series as
     to which the predecessor Trustee is not retiring shall continue to be
     vested in the predecessor Trustee, and (iii) 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 predecessor
     Trustee shall become effective to the extent provided therein and each such
     successor Trustee, without any further act, deed or conveyance, shall
     become vested with all the rights, powers, trusts and duties of the
     predecessor Trustee with respect to the Debt Securities of such series to
     which the appointment of such successor Trustee relates; but, on request of
     the Company or any successor Trustee, such predecessor Trustee upon payment
     of its charges shall duly


                                       46

<PAGE>

     assign, transfer and deliver to such successor Trustee all property and
     money held by such predecessor Trustee hereunder with respect to the Debt
     Securities of such series to which the appointment of such successor
     Trustee relates. 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 this subsection (b) of this Section.

          SECTION 11.8 SUCCESSOR TO TRUSTEE BY MERGER OR CONSOLIDATION, ETC. Any
corporation or national banking association into which the Trustee may be
merged, or with which it may be consolidated, or to which the Trustee transfers
all or substantially all of its corporate trust assets, or any corporation or
national banking association resulting from any merger or consolidation or
conversion to which the Trustee shall be a party, shall be the successor Trustee
under this Indenture without the execution or filing of any instruments or any
further act on the part of any of the parties hereto.

          SECTION 11.9 PREFERENTIAL COLLECTION OF CLAIMS. If and when the
Trustee shall be or become a creditor of the Company (or any other obligor upon
the Debt Securities), the Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Company (or
any such other obligor). A Trustee who has resigned or been removed shall be
subject to the Trust Indenture Act Section 311(a) to the extent indicated
therein.

          SECTION 11.10 REPORTS BY TRUSTEE.

          (a) The Trustee shall transmit to Holders such reports concerning the
     Trustee and its actions under this Indenture as may be required pursuant to
     the Trust indenture Act at the times and in the manner provided pursuant
     thereto. If required by Section 313(a) of the Trust Indenture Act, the
     Trustee shall, within 60 days after each [_______] following the date of
     the initial issuance of Debt Securities under this Indenture, and for so
     long as any Debt Securities remain outstanding, deliver to Holders a brief
     report, dated as of such reporting date, which complies with the provisions
     of such Section 313(a) (but if no event described in Trust Indenture Act
     Section 313(a) has occurred within the twelve months preceding the
     reporting date, no report need be transmitted). The Trustee also will
     comply with Trust Indenture Act Section 313(b)(2). The Trustee will also
     transmit by mail all reports as required by Trust Indenture Act Section
     313(c).

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

          SECTION 11.11 PRESERVATION OF INFORMATION. The Trustee shall preserve,
in as current a form as is reasonably practicable, all information furnished it
pursuant to Section 4.6(d) hereof or received by it as Debt Security registrar
hereunder. The Trustee may destroy such information upon receipt of new
information updating information previously furnished.


                                       47

<PAGE>

          SECTION 11.12 TRUSTEE MAY HOLD DEBT SECURITIES AND OTHERWISE DEAL WITH
COMPANY. The Trustee, the Debt Security registrar, any Paying Agent or any other
agent of the Company in its individual or any other capacity may buy, own, hold
and sell any of the Debt Securities or any other evidences of indebtedness or
other securities, whether heretofore or hereafter created or issued, of the
Company or any subsidiary or Affiliate of the Company with the same rights it
would have if it were not Trustee, Debt Security registrar, Paying Agent or such
other agent; and subject to the provisions of this Article XI, the Trustee may
engage or be interested in any financial or other transaction with the Company
or any subsidiary or Affiliate of the Company, including, without limitation,
secured and unsecured loans to the Company or any subsidiary or Affiliate of the
Company; and may maintain any and all other general banking and business
relations with the Company and any subsidiary or Affiliate of the Company with
like effect and in the same manner and to the same extent as if the Trustee were
not a party to this Indenture; and no implied covenant shall be read into this
Indenture against the Trustee in respect of any such matters.

          SECTION 11.13 TRUSTEE MAY COMPLY WITH ANY RULE, REGULATION OR ORDER OF
THE COMMISSION. The Trustee may comply in good faith with any rule, regulation
or order of the Commission made pursuant to the terms and provisions of the
Trust Indenture Act and shall be fully protected in so doing notwithstanding
that such rule, regulation or order may thereafter be amended or rescinded or
determined by judicial or other authority to be invalid for any reason, but
nothing herein contained shall require the Trustee to take any action or omit to
take any action in accordance with such rule, regulation or order, except as is
in this Indenture otherwise required.

          SECTION 11.14 APPOINTMENT OF AUTHENTICATING AGENT. The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Debt Securities which shall be authorized to act on behalf of the Trustee to
authenticate Debt Securities of such series issued upon exchange, registration
of transfer or partial redemption or partial conversion thereof, and if the
Trustee is required to appoint one or more Authenticating Agents with respect to
any series of Debt Securities, to authenticate Debt Securities of such series
and to take such other actions as are specified in Sections 2.4, 2.8, 2.11 and
5.2, and Debt 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 Debt 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 (except in respect of original issue and
Section 2.9). 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 $1,000,000 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 11.14, 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


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<PAGE>

Section 11.14, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section 11.14.

          Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of such Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section 11.14, without the execution or filing of any paper or any
further act on the part of the Trustee or such 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 or
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 11.14, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall provide
notice to the Holders of the Debt Securities of the series as to which the
Authenticating Agent will serve as provided in Section 3.8. 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 11.14.

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

          If all of the Debt Securities of a series may not be originally issued
at one time, and if the Trustee does not have an office capable of
authenticating Debt Securities upon original issuance located where the Company
wishes to have Debt Securities of such series authenticated upon original
issuance, the Trustee, if so requested by the Company in writing (which writing
need not comply with Section 3.7 and need not be accompanied by an Opinion of
Counsel), shall appoint in accordance with this Section 11.14 an Authenticating
Agent having an office in a place designated by the Company with respect to such
series of Debt Securities.

          SECTION 11.15 TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF
DEBT SECURITIES OR APPLICATION OF PROCEEDS THEREOF. The recitals contained
herein and in the Debt Securities, except the Trustee's certificates of
authentication, shall be taken as the statements of the Issuer, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Debt Securities. The Trustee shall not be accountable for the use or application
by the Issuer of any of the Debt Securities or of the proceeds thereof.

          SECTION 11.16 CALCULATIONS IN RESPECT OF DEBT SECURITIES. The Company
will be responsible for making calculations called for under the Debt
Securities. These calculations include, but are not limited to, determination of
make-whole amounts, if any, premiums, if any, Original Issue Discount, if any,
and conversion rates and adjustments, if any. The Company will make the
calculations in good faith and, absent manifest error, its calculations


                                       49

<PAGE>

will be final and binding on the Holders of the Debt Securities. The Company
will provide a schedule of its calculations to the Trustee when applicable, and
the Trustee is entitled to rely conclusively on the accuracy of the Company's
calculations without independent verification.

                                   ARTICLE XII
                             SUPPLEMENTAL INDENTURES

          SECTION 12.1 SUPPLEMENTAL INDENTURES FOR SPECIAL PURPOSES. Without the
consent of any of the Holders of Debt Securities, the Company, when authorized
by resolution of its Board of Directors, and, upon receipt of an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture, is duly authorized by all necessary corporate
action, constitutes the valid and binding obligation of the Company and is in
compliance with applicable law, the Trustee from time to time and at any time,
subject to the conditions and restrictions in this Indenture contained, may
enter into an indenture or supplemental indentures in form satisfactory to the
Trustee, which thereafter shall form a part hereof, for any one or more of the
following purposes:

          (a) to add to the covenants and agreements of the Company in this
     Indenture contained, other covenants and agreements thereafter to be
     observed for the benefit of the Holders of all or any series of Debt
     Securities (and if such covenants and agreements are to be for the benefit
     of less than all series of Debt Securities, stating that such covenants and
     agreements are expressly being included solely for the benefit of such
     series) or to surrender any right or power herein reserved to or conferred
     upon the Company; or

          (b) to cure any ambiguity or to cure, correct or supplement any defect
     or inconsistent provision contained in this Indenture or in any
     supplemental indenture; or

          (c) to make such provisions in regard to matters or questions arising
     under this Indenture which may be necessary or desirable, or otherwise
     change this Indenture in any manner which shall not adversely affect the
     interests of the Holders of Debt Securities of any series; or

          (d) to evidence the succession of another Person to the Company, or
     successive successions, and the assumption by the successor Person of the
     covenants, agreements and obligations of the Company pursuant to Article X
     and to provide for the adjustment of conversion or exchange rights with
     respect to any Debt Securities, provided that such adjustment is made in
     accordance with the provisions of such Debt Securities or the resolution of
     the Board of Directors or the supplemental indenture pursuant to which such
     Debt Securities were issued; or

          (e) to establish the form or terms of the Debt Securities of any
     series as permitted by Sections 2.1 and 2.2; or

          (f) to change or eliminate any of the provisions of this Indenture,
     provided that, except as otherwise contemplated by Section 2.2(11), any
     such change or elimination shall become effective only when there is no
     Debt Security outstanding of any series created prior thereto which is
     entitled to the benefit of such provision; or


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<PAGE>

          (g) to add or change any of the provisions of this Indenture to such
     extent as shall be necessary to provide for uncertificated Debt Securities
     in addition to certificated Debt Securities (so long as any
     "registration-required obligation" within the meaning of Section 163(f)(2)
     of the Code is in registered form for purposes of the Code); or

          (h) to amend or supplement any provision contained herein, which was
     required to be contained herein in order for this Indenture to be qualified
     under the Trust Indenture Act, if the Trust Indenture Act or regulations
     thereunder change what is so required to be included in qualified
     indentures, in any manner not inconsistent with what then may be required
     for such qualification; or

          (i) to add any additional Events of Default (and if such Events of
     Default are to be applicable to less than all series of Debt Securities,
     stating that such Events of Default are expressly being included solely to
     be applicable to such series); or

          (j) to convey, transfer, assign, mortgage or pledge to the Trustee as
     security for the Debt Securities of one or more series any property or
     assets; or

          (k) to add to or change any of the provisions of this Indenture as
     contemplated in Section 11.7(b);

and the Company hereby covenants that it will fully perform all the requirements
of any such supplemental indenture which may be in effect from time to time.
Nothing in this Article XII contained shall affect or limit the right or
obligation of the Company to execute and deliver to the Trustee any instrument
of further assurance or other instrument which elsewhere in this Indenture it is
provided shall be delivered to the Trustee.

          The Trustee shall join with the Company in the execution of any such
supplemental indenture, make any further appropriate agreements and stipulations
which may be therein contained and accept the conveyance, transfer, assignment,
mortgage or pledge of any property thereunder, but the Trustee shall not be
obligated to enter into any such supplemental indenture which adversely affects
the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

          Any supplemental indenture authorized by the provisions of this
Section 12.1 may be executed by the Company and the Trustee without the consent
of the Holders of any of the Debt Securities at the time Outstanding,
notwithstanding any of the provisions of Section 12.2.

          SECTION 12.2 AMENDMENTS WITH CONSENT OF HOLDERS. With the consent
(evidenced as provided in Section 8.1) of the Holders of at least a majority in
aggregate Principal Amount of the Debt Securities at the time Outstanding of
each series affected by such supplement, the Company, when authorized by a
resolution of its Board of Directors, and the Trustee may from time to time and
at any time enter into an indenture or supplemental indentures for the purpose
of adding any provision to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Holders of such series of the Debt Securities;
provided, however, that no such supplemental indenture shall (i) extend the time
or times of payment of the Principal of, premium, if any, make-whole amount, if
any, or the interest on, any series of Debt Securities, or


                                       51

<PAGE>

reduce the Principal Amount of, premium, if any, make-whole amount, if any, or
the rate of interest on, any series of Debt Securities (and/or such other amount
or amounts as any Debt Securities or supplemental indentures with respect
thereto may provide to be due and payable upon declaration of acceleration of
the maturity thereof pursuant to Section 7.1) or change the currency of payment
of Principal of, premium, if any, make-whole amount, if any, or interest on, any
series of Debt Securities or reduce any amount payable on redemption thereof or
alter or impair the right to convert the same at the rate and upon the terms
provided in the Indenture or alter or impair the right to require redemption at
the option of the Holder, without the consent of the Holder of each Debt
Security so affected, or (ii) reduce the percentage of Debt Securities of any
series, the vote or consent of the Holders of which is required for such
modifications and alterations, without the consent of the Holders of all Debt
Securities then Outstanding of such series under the Indenture. Notwithstanding
the foregoing, no consent of the Holders of any series of Debt Securities shall
be necessary to permit the execution of a supplemental indenture to provide for
the adjustment of conversion or exchange rights with respect to any Debt
Securities, provided that such adjustment is made in accordance with the
provisions of such Debt Securities or the resolution of the Board of Directors
or the supplemental indenture pursuant to which such Debt Securities were
issued.

          Upon the request of the Company, accompanied by a Certified Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Holders of Debt Securities
as aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may, in its discretion, but shall not be obligated, to enter
into such supplemental indenture.

          It shall not be necessary for the consent of the Holders of Debt
Securities under this Section 12.2 to approve the particular form of any
proposed supplemental indenture, but is shall be sufficient if such consent
shall approve the substance thereof.

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

          SECTION 12.3 EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of
any supplemental indenture pursuant to the provisions of this Article XII, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the Holders
of Debt Securities shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

          The Trustee, subject to the provisions of Section 11.1, may receive an
Opinion of Counsel as conclusive evidence that any such supplemental indenture
complies with the provisions of this Article XII.


                                       52

<PAGE>

          SECTION 12.4 SUPPLEMENTAL INDENTURES TO CONFORM TO TRUST INDENTURE
ACT. Any supplemental indenture executed and delivered pursuant to the
provisions of this Article XII shall conform in all respects to the requirements
of the Trust Indenture Act as then in effect.

          SECTION 12.5 NOTATION ON OR EXCHANGE OF DEBT SECURITIES. If an
amendment, supplement or waiver changes the terms of a Debt Security of any
series, the Trustee may require the Holder of the Debt Security to deliver it to
the Trustee. The Trustee may place an appropriate notation on the Debt Security
about the amendment, supplement or waiver and return it to the Holder. The
Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Debt Security thereafter authenticated. Alternatively, if the
Company or the Trustee so determines, the Company in exchange for the Debt
Security of any series may issue and the Trustee shall authenticate a new Debt
Security of such series that reflects the changed terms.

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

          SECTION 12.6 REVOCATION AND EFFECT OF CONSENTS. Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder of a Debt
Security is a continuing consent by the Holder and every subsequent Holder of a
Debt Security or portion of a Debt Security that evidences the same debt as the
consenting Holder's Debt Security, even if notation of the consent is not made
on any Debt Security. However, any such Holder of a Debt Security or subsequent
Holder of a Debt Security may revoke the consent as to its Debt Security if the
Trustee receives written notice of revocation before the date the amendment,
supplement or waiver becomes effective. An amendment, supplement or waiver
becomes effective in accordance with its terms.


                                       53

<PAGE>

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

                                        PARK-OHIO HOLDINGS CORP.


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


                                        WELLS FARGO BANK, N.A., as Trustee


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


                                       54