<PAGE>
                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

                                   ----------

                             RPM UNITED KINGDOM G.P.
                          (a U.K. general partnership)

                                       by

                     RPM CANADA (an Ontario partnership) and
         RPM CANADA INVESTMENT COMPANY (a Nova Scotia unlimited company)

                    as its general partners, and in its name

                             RPM INTERNATIONAL INC.
                            (a Delaware corporation)

                                  as Guarantor,

                                       AND

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.

                                   as Trustee

                           6.70% Senior Notes due 2015

                                   ----------

                                    INDENTURE

                          Dated as of October 24, 2005

                                   ----------
<PAGE>
                             CROSS REFERENCE TABLE*

<TABLE>
<CAPTION>
TIA Section                                                    Indenture Section
-----------                                                    -----------------
<S>                                                            <C>
310(a)(1)...................................................          7.10
   (a)(2)...................................................          7.10
   (a)(3)...................................................          N.A.
   (a)(4)...................................................          N.A.
   (b)......................................................      7.08; 7.10
   (c)......................................................          N.A.
311(a)......................................................          7.11
   (b)......................................................          7.11
   (c)......................................................          N.A.
312(a)......................................................          2.08
   (b)......................................................         12.03
   (c)......................................................         12.03
313(a)......................................................          7.06
   (b)(1)...................................................          N.A.
   (b)(2)...................................................          7.06
   (c)......................................................         12.02
   (d)......................................................          7.06
314(a)......................................................   4.02; 4.03; 12.02
   (b)......................................................          N.A.
   (c)(1)...................................................         12.04
   (c)(2)...................................................         12.04
   (c)(3)...................................................          N.A.
   (d)......................................................          N.A.
   (e)......................................................         12.05
   (f)......................................................          N.A.
315(a)......................................................          7.01
   (b)......................................................      7.05; 12.02
   (c)......................................................          7.01
   (d)......................................................          7.01
   (e)......................................................          6.11
316(a) (last sentence)......................................          2.11
   (a)(1)(A)................................................          6.05
   (a)(1)(B)................................................          6.04
   (a)(2)...................................................          N.A.
   (b)......................................................          6.07
317(a)(1)...................................................          6.08
   (a)(2)...................................................          6.09
   (b)......................................................          2.07
318(a)......................................................         12.01
</TABLE>

                           N.A. means Not Applicable.

*    Note: This Cross Reference Table shall not, for any purpose, be deemed to
     be part of the Indenture.
<PAGE>
<TABLE>
<S>             <C>                                                                       <C>
                                          ARTICLE 1
                         DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01    Definitions............................................................    2
SECTION 1.02    Other Definitions......................................................   11
SECTION 1.03    Incorporation by Reference of the TIA..................................   12
SECTION 1.04    Rules of Construction..................................................   12
SECTION 1.05    Acts of Holders........................................................   12

                                          ARTICLE 2
                                       THE SECURITIES
SECTION 2.01    Form and Dating........................................................   13
SECTION 2.02    Global Securities in General...........................................   14
SECTION 2.03    Book-Entry Provisions..................................................   14
SECTION 2.04    Certificated Securities................................................   15
SECTION 2.05    Execution and Authentication...........................................   15
SECTION 2.06    Registrar and Paying Agent.............................................   17
SECTION 2.07    Paying Agent to Hold Money and Securities in Trust.....................   17
SECTION 2.08    Holder Lists...........................................................   18
SECTION 2.09    Transfer and Exchange..................................................   18
SECTION 2.10    Replacement Securities.................................................   20
SECTION 2.11    Outstanding Securities; Determinations of Holders' Action..............   20
SECTION 2.12    Temporary Securities...................................................   21
SECTION 2.13    Cancellation...........................................................   21
SECTION 2.14    Persons Deemed Owners..................................................   21
SECTION 2.15    Transfers of Global Securities.........................................   22
SECTION 2.16    CUSIP Numbers..........................................................   26
SECTION 2.17    Restrictions on Transfer...............................................   26

                                          ARTICLE 3
                  REDEMPTION OF SECURITIES AT THE OPTION OF THE PARTNERSHIP
SECTION 3.01    Right to Redeem........................................................   26
SECTION 3.02    Notice to Holders......................................................   26
SECTION 3.03    Selection of Securities to be Redeemed.................................   27
SECTION 3.04    Notice of Redemption...................................................   27
SECTION 3.05    Effect of Notice of Redemption.........................................   28
SECTION 3.06    Deposit of Redemption Price............................................   28
SECTION 3.07    Securities Redeemed in Part............................................   28
SECTION 3.08    Repayment to the Partnership...........................................   28

                                          ARTICLE 4
                                          COVENANTS
SECTION 4.01    Payment of Securities..................................................   29
SECTION 4.02    SEC and Other Reports..................................................   29
SECTION 4.03    Compliance Certificate.................................................   29
SECTION 4.04    Further Instruments and Acts...........................................   29
SECTION 4.05    Maintenance of Office or Agency........................................   29
SECTION 4.06    Delivery of Certain Information........................................   30
</TABLE>


                                        i
<PAGE>
<TABLE>
<S>             <C>                                                                       <C>
SECTION 4.07    Waiver of Compliance...................................................   30
SECTION 4.08    Limitation on Liens....................................................   30
SECTION 4.09    Restrictions on Sale-Leaseback Transactions............................   31
SECTION 4.10    Exempted Liens and Sale-Leaseback Transactions.........................   31
SECTION 4.11    Continued Existence....................................................   31
SECTION 4.12    Additional Amounts.....................................................   31
SECTION 4.13    Maintenance of Properties..............................................   33
SECTION 4.14    Taxes..................................................................   34

                                          ARTICLE 5
                                    SUCCESSOR CORPORATION
SECTION 5.01    When Partners, Partnership or Guarantor May Merge or Transfer Assets...   34
SECTION 5.02    Addition of Partners to the Partnership................................   35

                                          ARTICLE 6
                                    DEFAULTS AND REMEDIES
SECTION 6.01    Events of Default......................................................   35
SECTION 6.02    Acceleration...........................................................   37
SECTION 6.03    Other Remedies.........................................................   38
SECTION 6.04    Waiver of Past Defaults................................................   38
SECTION 6.05    Control by Majority....................................................   39
SECTION 6.06    Limitation on Suits....................................................   39
SECTION 6.07    Rights of Holders to Receive Payment...................................   39
SECTION 6.08    Collection Suit by Trustee.............................................   39
SECTION 6.09    Trustee May File Proofs of Claim.......................................   39
SECTION 6.10    Priorities.............................................................   40
SECTION 6.11    Undertaking for Costs..................................................   41
SECTION 6.12    Waiver of Stay, Extension or Usury Laws................................   41

                                          ARTICLE 7
                                           TRUSTEE
SECTION 7.01    Duties of Trustee......................................................   41
SECTION 7.02    Rights of Trustee......................................................   42
SECTION 7.03    Individual Rights of Trustee...........................................   44
SECTION 7.04    Trustee's Disclaimer...................................................   44
SECTION 7.05    Notice of Defaults.....................................................   44
SECTION 7.06    Reports by Trustee to Holders..........................................   44
SECTION 7.07    Compensation and Indemnity.............................................   45
SECTION 7.08    Replacement of Trustee.................................................   45
SECTION 7.09    Successor Trustee by Merger............................................   46
SECTION 7.10    Eligibility; Disqualification..........................................   46
SECTION 7.11    Preferential Collection of Claims Against Partnership..................   46

                                          ARTICLE 8
                                   DISCHARGE OF INDENTURE
SECTION 8.01    Discharge of Liability on Securities...................................   47
SECTION 8.02    Repayment to the Partnership...........................................   47
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>             <C>                                                                       <C>
                                          ARTICLE 9
                                         AMENDMENTS
SECTION 9.01    Without Consent of Holders.............................................   47
SECTION 9.02    With Consent of Holders................................................   48
SECTION 9.03    Compliance with TIA....................................................   49
SECTION 9.04    Revocation and Effect of Consents, Waivers and Actions.................   49
SECTION 9.05    Trustee to Sign Supplemental Indentures................................   49
SECTION 9.06    Effect of Supplemental Indentures......................................   49

                                         ARTICLE 10
                                    PAYMENTS OF INTEREST
SECTION 10.01   Interest Payments......................................................   49
SECTION 10.02   Defaulted Interest.....................................................   50
SECTION 10.03   Interest Rights Preserved..............................................   51

                                         ARTICLE 11
                                   GUARANTEE OF SECURITIES
SECTION 11.01   Full and Unconditional Guarantee.......................................   51
SECTION 11.02   Limitations on Guarantee...............................................   52
SECTION 11.03   Execution and Delivery of Guarantee....................................   53
SECTION 11.04   Waiver of Subrogation..................................................   53
SECTION 11.05   Release of the Guarantor...............................................   54
SECTION 11.06   Immediate Payment......................................................   54
SECTION 11.07   No Set-Off.............................................................   54
SECTION 11.08   Obligations Absolute...................................................   54
SECTION 11.09   Obligations Continuing.................................................   54
SECTION 11.10   Obligations Not Reduced................................................   54
SECTION 11.11   Obligations Reinstated.................................................   54
SECTION 11.12   Obligations Not Affected...............................................   55
SECTION 11.13   Waiver.................................................................   56
SECTION 11.14   No Obligation to Take Action Against Any Partners or the Partnership...   56
SECTION 11.15   Dealing with the Partnership and Others................................   56
SECTION 11.16   Default and Enforcement................................................   57
SECTION 11.17   Amendment..............................................................   57
SECTION 11.18   Acknowledgment.........................................................   57
SECTION 11.19   Costs and Expenses.....................................................   57
SECTION 11.20   No Merger or Waiver; Cumulative Remedies...............................   57
SECTION 11.21   Survival of Obligations................................................   58
SECTION 11.22   Guarantee in Addition to Other Obligations.............................   58
SECTION 11.23   Severability...........................................................   58
SECTION 11.24   Successors and Assigns.................................................   58

                                         ARTICLE 12
                                        MISCELLANEOUS
SECTION 12.01   TIA Controls...........................................................   58
SECTION 12.02   Notices................................................................   58
SECTION 12.03   Communication by Holders with Other Holders............................   59
</TABLE>


                                       iii
<PAGE>
<TABLE>
<S>             <C>                                                                       <C>
SECTION 12.04   Certificate and Opinion as to Conditions Precedent.....................   59
SECTION 12.05   Statements Required in Certificate or Opinion..........................   60
SECTION 12.06   Separability Clause....................................................   60
SECTION 12.07   Rules by Trustee, Paying Agent and Registrar...........................   60
SECTION 12.08   Legal Holidays.........................................................   60
SECTION 12.09   GOVERNING LAW; WAIVER OF JURY TRIAL....................................   60
SECTION 12.10   Submission to Jurisdiction; Agent for Service; Waiver of Immunities....   60
SECTION 12.11   Judgment Currency......................................................   61
SECTION 12.12   No Recourse Against Others.............................................   61
SECTION 12.13   Successors.............................................................   61
SECTION 12.14   Multiple Originals.....................................................   62
SECTION 12.15   Force Majeure..........................................................   62

                                         ARTICLE 13
                                  AGREEMENT OF THE PARTNERS
SECTION 13.01   Joint and Several Liability............................................   62
SECTION 13.02   Waiver and Release.....................................................   63
SECTION 13.03   Continuing Undertakings................................................   63
SECTION 13.04   No Set-Off.............................................................   63
SECTION 13.05   No Obligation to Take Action Against the Partnership...................   63
SECTION 13.06   Amendment..............................................................   63
SECTION 13.07   Acknowledgment.........................................................   63
SECTION 13.08   No Merger or Waiver; Cumulative Remedies...............................   63
SECTION 13.09   Survival...............................................................   64
SECTION 13.10   Article 13 Agreement in Addition to Other Obligations..................   64
SECTION 13.11   Severability...........................................................   64
SECTION 13.12   Successors and Assigns.................................................   64
</TABLE>

<TABLE>
<CAPTION>
EXHIBITS
--------
<S>         <C>
Exhibit A   Form of Security
Exhibit B   Form of Transfer Certificate
Exhibit C   Form of Guarantee
</TABLE>


                                       iv
<PAGE>
          INDENTURE dated as of October 24, 2005 by and among (a) RPM UNITED
KINGDOM G.P. ("RPM UK"), a general partnership governed by the laws of England
and Wales, by its general partners, RPM CANADA (Registered Name) ("RPM Canada"),
a general partnership registered under the laws of the Province of Ontario, and
RPM Canada Investment Company ("RPM Investment"), an unlimited company existing
under the laws of the Province of Nova Scotia, each as a general partner (each,
a "Partner" and collectively, the "Partners") of, and doing business in the name
of, RPM UK, (b) RPM INTERNATIONAL INC., Delaware corporation, as parent
guarantor (the "Guarantor") and (c) The Bank of New York Trust Company, N.A., a
national banking association (the "Trustee"), and (d) solely for the purposes of
Article 13, each of RPM Canada and RPM Investment in its own capacity. Under the
law of England and Wales, RPM UK is a contractual relationship between the
Partners and is not a legal entity and has no legal distinctive personality
other than that of its Partners. This contractual relationship of the Partners
acting in their capacities as general partners of, and doing business in the
name of, RPM UK is hereinafter referred to as the "Partnership."

                           RECITALS OF THE PARTNERSHIP

          The Partnership has duly authorized the creation of an issue of 6.70%
Senior Notes due 2015 having the terms, tenor, amount and other provisions
hereinafter set forth, and, the Partnership, has duly authorized the execution
and delivery of this Indenture, and, solely for purposes of Article 13, each of
RPM Canada and RPM Investment has duly authorized the execution and delivery of
this Indenture in its own capacity. The Guarantor has duly authorized the
execution and delivery of this Indenture to provide for the issuance of its
Guarantee (as defined herein).

          All things necessary to make (i) the Securities, when the Securities
are duly executed by the Partnership, and authenticated and delivered hereunder,
the valid obligations of the Partners, (ii) the Guarantee, when executed by the
Guarantor and delivered hereunder, the legal valid and binding obligations of
the Guarantor, and (iii) to make this Indenture a valid and legally binding
agreement of the Partners doing business in the name of the Partnership and the
Guarantor, in accordance with their and its terms, and for purposes of Article
13 of the Indenture, each of RPM Canada and RPM Investment in its own capacity,
in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                       1
<PAGE>
                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.01 Definitions.

          "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 the purposes of this definition,
"control" when used with respect to any specified person means the power to
direct or cause the direction of the management and policies of such person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

          "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, in each case to the
extent applicable to such transaction and as in effect from time to time.

          "Attributable Indebtedness" means, as to any particular lease at any
date as of which the amount thereof is to be determined, the total net amount of
rent (discounted from the respective due dates thereof at the rate per annum set
forth or implicit in the terms of such lease, compounded semi-annually) required
to be paid by the lessee under such lease during the remaining term thereof. The
net amount of rent required to be paid under any such lease for any such period
shall be the total scheduled amount of the rent payable by the lessee with
respect to such period, but may exclude amounts required to be paid on account
of maintenance and repairs, insurance, taxes, assessments, water rates and
similar charges. In the case of any lease that is terminable by the lessee upon
the payment of a penalty or other termination payment, such amount shall be the
amount determined assuming termination upon the first date such lease may be
terminated (in which case the amount shall also include the amount of the
penalty or termination payment, but no rent shall be considered as required to
be paid under such lease subsequent to the first date upon which it may be so
terminated).

          "Bankruptcy Law" means any law relating to bankruptcy, insolvency,
receivership, winding-up, liquidation, reorganization or relief of debtors or
any amendment to, succession to or change in any such law, including, without
limitation, the bankruptcy law of the Partners, the Partnership and the
Guarantor's jurisdiction, Insolvency Act 1986 (as amended), Companies' Creditors
Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), Title 11,
United States Code, or any similar law for the relief of debtors of the United
States, Province of Ontario, Province of Nova Scotia or England.

          "Board of Directors" means either the board of directors of the
Guarantor or of the Partners, as the case may be, or any duly authorized
committee of such board unless otherwise indicated.

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


                                       2
<PAGE>
          "Business Day" means any day other than a Saturday, a Sunday or a day
on which banking institutions in The City of New York are authorized or required
by law, regulation or executive order to close.

          "Capital Lease Obligation" means, as to any Person, the obligations of
such Person to pay rent or other amounts under a lease of (or other agreement
conveying the right to use) real and/or personal property to the extent such
obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under GAAP (including Statement of Financial
Accounting Standards No. 13 of the Financial Accounting Standards Board) and,
for purposes of this Indenture, the Securities and the Guarantee, the amount of
such obligations shall be the capitalized amount thereof, determined in
accordance with GAAP (including such Statement No. 13).

          "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated) in the
equity interests of such Person, including, without limitation, (i) with respect
to a corporation, common stock, preferred stock and any other capital stock,
(ii) with respect to a partnership, partnership interests (whether general or
limited), and (iii) with respect to a limited liability company, limited
liability company interests.

          "Certificated Securities" means any of the Securities, held in
definitive form, containing the same terms and provisions as the Global
Securities, and evidencing all or part of a series of Securities authenticated
and delivered pursuant to the terms of this Indenture, but that do not bear the
Global Securities Legend.

          "Commission" means the U.S. Securities and Exchange Commission.

          "Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.

          "Comparable Treasury Price" means, with respect to any Redemption
Date, (i) average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such Redemption Date, as set forth in the H.15 Daily
Update of the Federal Reserve Bank, or (ii) if such release (or any successor
release) is not published or does not contain prices on such Business Day, the
Reference Treasury Dealer Quotations for such Redemption Date.

          "Consolidated Net Worth" means, at any time, the consolidated
stockholders' equity of the Guarantor and its Subsidiaries calculated on a
consolidated basis as of such time.

          "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 2 North LaSalle Street, Suite 1020,
Chicago, Illinois 60602, Attention: Corporate Trust Administration, or such
other address as the Trustee may designate from time to time by notice


                                       3
<PAGE>
to the Partnership, or the principal corporate trust office of any successor
Trustee (or such other address as a successor Trustee may designate from time to
time by notice to the Partnership).

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

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

          "Depositary" means, with respect to any Global Securities, a clearing
agency that is registered as such under the Exchange Act and is designated by
the Partnership to act as Depositary for such Global Securities (or any
successor securities clearing agency so registered), which shall initially be
DTC.

          "Dollar" or "$" means a dollar or other equivalent unit in such coin
or currency of the United States as at the time shall be legal tender for the
payment of public and private debts.

          "DTC" means The Depository Trust Company, a New York corporation.

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

          "Fair Market Value" means, as to any property acquired by the
Guarantor or its Subsidiaries, the market value of such property as determined
in good faith by one or more Officers of the Guarantor to whom authority to
enter into the applicable transaction has been delegated by the Board of
Directors of the Guarantor.

          "Funded Indebtedness" means Indebtedness having a maturity of more
than 12 months from the date as of which the amount thereof is to be determined
or having a maturity of less than 12 months but by its terms being renewable or
extendible beyond 12 months from such date at the option of the obligor.

          "GAAP" means generally accepted accounting principles in the United
States.

          "Global Securities" means any of the Securities that are authenticated
and delivered to the Depositary for the Security, or its nominee, registered in
the name of such Depositary or nominee, and that bear the Global Securities
Legend.

          "Global Securities Legend" means the legend labeled as such, as set
forth in the form of Security attached hereto as Exhibit A.

          "Guarantee" by any Person shall mean any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Indebtedness
of any other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness (whether arising by virtue of partnership arrangements, by
agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise, other
than agreements to purchase goods at arm's length price in the ordinary course
of business) or (ii) entered into for the purpose of


                                       4
<PAGE>
assuring in any other manner the holder of such Indebtedness of the payment
thereof or to protect such holder against loss in respect thereof (in whole or
in part); provided that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "guarantee"
used as a verb has a corresponding meaning.

          "Guarantor" means the party named as the "Guarantor" in the preamble
to this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any subsequent such successor or
successors.

          "H.15 (519)" means the weekly statistical release entitled "H.15 (519)
Selected Interest Rates" or any successor publication published by the Board of
Governors of the Federal Reserve System.

          "H.15 Daily Update" means the daily update of H.15 (519) available
through the worldwide website of the Board of Governors of the Federal Reserve
System or any successor site or publication.

          "Holder" means a person in whose name a Security is registered on the
Registrar's books.

          "Indebtedness" means, as to any Person (determined without
duplication): (i) indebtedness of such Person for money borrowed (whether by
loan or the issuance and sale of debt securities) or for the deferred purchase
or acquisition price of property or services, other than accounts payable (other
than for borrowed money) incurred in the ordinary course of business; (ii)
obligations of such Person in respect of letters of credit or similar
instruments issued or accepted by banks and other financial institutions for the
account of such Person (whether or not such obligations are contingent); (iii)
Capital Lease Obligations of such Person; (iv) obligations of such Person to
redeem or otherwise retire shares of capital stock of such Person; (v)
indebtedness of others of the type described in clause (i), (ii), (iii) or (iv)
above secured by a Lien on the property of such Person, whether or not the
respective obligation so secured has been assumed by such Person; and (vi)
indebtedness of others of the type described in clause (i), (ii), (iii) or (iv)
above Guaranteed by such Person.

          "Indenture" means this instrument, as amended or supplemented from
time to time in accordance with the terms hereof, including, if applicable, the
provisions of the TIA that are deemed to be a part hereof.

          "Independent Investment Banker" means Goldman, Sachs & Co., or, if
such firm is unwilling or unable to select the applicable Comparable Treasury
Issue, an independent banking institution of national standing appointed by the
Partnership.

          "Interest Payment Date" means May 1 and November 1 of each year,
commencing May 1, 2006.

          "Issue Date" of any Security means the date on which the Security was
originally issued or deemed issued as set forth on the face of the Security.


                                       5
<PAGE>
          "Issue Price" of any Security means, in connection with the original
issuance of such Security, the initial issue price at which the Security is sold
as set forth on the face of the Security.

          "Lien" means and includes any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.

          "Make-Whole Amount" means the sum of the present values of the
remaining scheduled payments of principal and interest on the Securities to, but
excluding, the Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the applicable Treasury Rate plus 35
basis points. References in this Indenture to "premium," if any, payable in
respect of the Securities shall be deemed to include any sum payable on the
Securities as a Make-Whole Amount in connection with any optional redemption of
the Securities by the Partnership.

          "Management Committee" means the management committee authorized by
clause 7 of the Partnership Agreement (defined below).

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

          "Officer" means, (i) with respect to any Person that is a corporation,
the Chairman of the Board, the Vice Chairman, the Chief Executive Officer, the
President, any Executive Vice President, any Senior Vice President, any Vice
President, the Treasurer or the Secretary or any Assistant Treasurer or
Assistant Secretary of such Person and, (ii) with respect to any Person that is
a partnership, 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
Vice-President of each Person who is a Partner of that partnership or any member
of a management committee or similar body who is designated an officer of the
partnership pursuant to the terms of the partnership agreement establishing the
partnership.

          "Officers' Certificate" means a written certificate signed in the name
of the Partnership by any two Officers of the Partners, or, if applicable and
permitted under the Partnership Agreement, by two members of the Management
Committee who are Officers of the Partnership, and delivered to the Trustee. An
Officers' Certificate given pursuant to Section 4.03 hereof shall be signed by
the principal executive, financial or accounting Officer of the Guarantor. Each
such certificate shall comply with Section 314 of the TIA and include the
statements provided for in Section 12.05 of this Indenture.

          "Opinion of Counsel" means a written opinion of legal counsel. The
counsel may be an employee of, or counsel to, the company for whom such opinion
is given. Each such opinion shall comply with Section 314 of the TIA and include
the statements provided for in Section 12.05 of this Indenture.

          "Partner" means such Person who is the holder of a partnership
interest in a partnership; and with respect to the Partnership shall mean each
of RPM Canada, a general partnership established under the laws of the Province
of Ontario, and RPM Investment


                                       6
<PAGE>
Company, an unlimited company organized under the laws of the Province of Nova
Scotia, and their respective successors, each being a "Partner," and
collectively, the "Partners."

          "Partnership" means the contractual relationship between the Partners
acting in their capacities as general partners of, and doing business in the
name of, RPM UK, named as the "Partnership" in the preamble to this Indenture
until a successor partner replaces one of the Partners pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
contractual relationship including the successor. The foregoing sentence shall
likewise apply to any subsequent such successor or successors.

          "Partnership Agreement" means the partnership agreement between RPM
Canada and RPM Investment dated August 24, 2005 that is governed by the laws of
England and Wales.

          "Partnership Order" means a written request or order signed in the
name of the Partnership by any two Officers of the Partners, or, if applicable
and permitted under the Partnership Agreement, two members of the Management
Committee who are Officers.

          "Permitted Liens" means:

          (i) Liens on the property or assets of the Partnership, the Guarantor
     or any of the Guarantor's Subsidiaries existing on the date of the Purchase
     Agreement and securing Indebtedness in an aggregate principal amount not
     exceeding $10.0 million; provided that no increase in the amount secured
     thereby is permitted;

          (ii) Liens on the property or assets of the Guarantor or any property
     or assets of the Subsidiaries of the Guarantor given to secure the payment
     of the purchase price incurred in connection with the acquisition, lease
     (including any Capital Lease Obligation) or construction of property (other
     than accounts receivable or inventory) useful and intended to be used in
     carrying on the business of the Guarantor or the businesses of the
     Subsidiaries of the Guarantor, including Liens existing on such property at
     the time of acquisition, lease or construction thereof or improvements
     thereon, or Liens incurred within 180 days of such acquisition or the
     completion of such construction; provided that (i) the Liens shall attach
     solely to the property acquired, purchased, leased, constructed or
     improved, (ii) at the time of acquisition or construction of such property,
     the aggregate amount remaining unpaid on all Indebtedness secured by Liens
     on such property, whether or not assumed by the Guarantor or any Subsidiary
     of the Guarantor, shall not exceed an amount equal to the lesser of the
     total purchase price or Fair Market Value at the time of acquisition or
     construction of such property, and (iii) the aggregate principal amount of
     all Indebtedness secured by such Liens shall not exceed the lesser of (y)
     the cost of the acquisition, lease or construction, as the case may be, or
     (z) the Fair Market Value of such property;

          (iii) Liens on property or assets of any Person existing at the time
     such Person becomes a Subsidiary of the Guarantor or is merged with or into
     or consolidated with the Guarantor or any Subsidiary of the Guarantor, or
     at the time of a sale, lease or other disposition of the properties of a
     Person as an entirety or substantially as an entirety to the Guarantor or
     any Subsidiary of the Guarantor, or arising thereafter pursuant to


                                       7
<PAGE>
     contractual commitments entered into prior to and not in contemplation of
     such Person becoming a Subsidiary and not in contemplation of any such
     merger or consolidation or any such sale, lease or other disposition;
     provided that such Liens shall not extend to the property or assets of the
     Guarantor or any other property or assets of the Subsidiaries of the
     Guarantor;

          (iv) Any extension, renewal or replacement (or successive extensions,
     renewals or replacements) in whole or in part of any Lien referred to in
     the foregoing clauses (i) through (iii); provided, however, that the
     principal amount of Indebtedness secured thereby shall not exceed the
     principal amount of Indebtedness so secured prior to such extension,
     renewal or replacement and that such extension, renewal or replacement Lien
     shall be limited to all or a part of the assets that secured the Lien so
     extended, renewed or replaced (plus improvements and construction on such
     real property);

          (v) Other Liens arising in the ordinary conduct of the business of the
     Guarantor or the businesses of the Subsidiaries of the Guarantor (including
     Liens to secure the performance by the Guarantor or the Subsidiaries of the
     Guarantor of bids, tenders or trade contracts for sums not yet due and
     payable) which are not incurred in connection with the borrowing of money
     or the obtaining of advances or credit, or that is incidental to the
     ownership of properties and assets by the Guarantor or the Subsidiaries of
     the Guarantor in the ordinary conduct of the Guarantor's business or the
     businesses of the Subsidiaries of the Guarantor (including landlords',
     carriers', warehousemen's, mechanics', materialmen's and other similar
     Liens for sums not yet due and payable), or to secure the performance by
     the Guarantor or the Subsidiaries of the Guarantor of its or their
     statutory obligations (including obligations under workers compensation,
     unemployment insurance and other social security legislation), surety or
     appeal bonds; provided in each case that such Liens do not, in the
     aggregate, materially detract from the value of the property or assets of
     the Guarantor or the property or assets of the Subsidiaries of the
     Guarantor or materially impair the use thereof in the operation of the
     business of the Guarantor or the businesses of the Subsidiaries of the
     Guarantor;

          (vi) Leases or subleases entered into by the Guarantor or the
     Subsidiaries of the Guarantor as either lessors or sublessors, easements,
     rights-of-way, restrictions and other similar charges or encumbrances
     (including zoning restrictions), in each case, that is incidental to the
     ownership of property or assets or the ordinary conduct of the business of
     the Guarantor or the businesses of the Subsidiaries of the Guarantor;
     provided that such Liens do not, in the aggregate, materially detract from
     the value of such property;

          (vii) Liens for taxes, assessments or other governmental charges which
     are not yet due and payable as of the date of the Purchase Agreement; and

          (viii) Liens on receivables, leases, other financial assets, and any
     assets related thereto, incurred in connection with a Permitted Receivables
     Transaction.

          "Permitted Receivables Transaction" means any transaction or series of
transactions entered into by the Guarantor or any of its Subsidiaries in order
to monetize or otherwise finance a pool (which may be fixed or revolving) of
receivables, leases or other


                                       8
<PAGE>
financial assets (including, without limitation, financing contracts) or other
transactions evidenced by receivables purchase agreements, including, without
limitation, factoring agreements and other similar agreements pursuant to which
receivables, leases, other financial assets, and any assets related thereto, are
sold at a discount (in each case whether now existing or arising in the future),
and which may include a grant of a security interest in any such receivables,
leases, other financial assets (whether now existing or arising in the future)
of the Guarantor or any of its Subsidiaries, and any assets related thereto,
including all collateral securing such receivables, leases, or other financial
assets, all contracts and all Guarantees or other obligations in respect
thereof, proceeds thereof and other assets that are customarily transferred, or
in respect of which security interests are customarily granted, in connection
with asset securitization transactions involving receivables, leases, or other
financial assets or other transactions evidenced by receivables purchase
agreements, including, without limitation, factoring agreements and other
similar agreements pursuant to which receivables are sold at a discount.

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

          "Primary Treasury Dealer" shall have the meaning ascribed to it in the
definition of "Reference Treasury Dealer."

          "Principal Amount" of a Security means the principal amount of the
Security as set forth on the face of the Security.

          "Principal Property" means, whether owned or leased on the date of
this Indenture or acquired after the date hereof, each manufacturing or
processing plant or facility and office facilities of the Guarantor or its
Subsidiaries.

          "Purchase Agreement" means the Purchase Agreement related to the
Securities, dated October 19, 2005, among the Partnership, by the Partners as
its general partners and doing business in the name of the Partnership, the
Guarantor and the Initial Purchasers named therein.

          "Redemption Date" means the date specified for redemption of the
Securities as set forth in the notice in the name of the Partnership to the
Holders of Securities being redeemed, in accordance with the terms of the
Securities and this Indenture.

          "Reference Treasury Dealer" means each of Goldman, Sachs & Co. and one
other primary U.S. government securities dealer in New York City selected by
Goldman, Sachs & Co., and their respective successors (each, a "Primary Treasury
Dealer"); provided, however, that if any of the foregoing shall cease to be a
Primary Treasury Dealer, the Partnership shall substitute therefore another
Primary Treasury Dealer.

          "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date for the Securities, an
average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue for the Securities (expressed in
each case as a percentage of its principal amount) quoted in


                                       9
<PAGE>
writing to the Independent Investment Banker by such Reference Treasury Dealer
at 5:00 p.m., New York City time, on the third Business Day preceding such
Redemption Date.

          "Regular Record Date" means, with respect to the interest payable on
any Interest Payment Date, the close of business on April 15 and October 15
(whether or not a Business Day), as the case may be, immediately preceding such
Interest Payment Date.

          "Regulation S" means Regulation S under the Securities Act (or any
successor rule having substantially similar provisions), as it may be amended
from time to time.

          "Responsible Officer" means, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant treasurer, trust officer or
any other officer of the Trustee who customarily performs functions 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.

          "Restricted Securities Legend" means the legend labeled as such and
that is set forth in Exhibit A hereto.

          "Restricted Security" means a Security that is required to bear the
Restricted Securities Legend.

          "Rule 144" means Rule 144 under the Securities Act (or any successor
rule having substantially similar provisions), as it may be amended from time to
time.

          "Rule 144A" means Rule 144A under the Securities Act, as it may be
amended from time to time (or any successor rule having substantially similar
provisions).

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

          "Security," "Securities" or "Note" means any of the 6.70% Senior Notes
due 2015 issued by the Partnership, by the Partners as its general partners and
doing business in the name of the Partnership, under this Indenture, as amended
or supplemented from time to time.

          "Stated Maturity", when used with respect to any Security, means the
date specified in such Security as the fixed date on which an amount equal to
the Principal Amount of such Security is due and payable.

          "Subsidiary" means, with respect to any Person, at any date, (i) any
corporation, limited liability company, partnership or other entity, the
accounts of which would be consolidated with those of such Person in the
Person's consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date and (ii) any corporation,
limited liability company, partnership or other entity of which more than 50% of
the total voting power of the equity interests entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof or any partnership of which more than 50% of the partnership
interests (considering all general and limited


                                      10
<PAGE>
partnership interests as a single class) is, in each case, at the time owned or
controlled, directly or indirectly, by such Person, one or more Subsidiaries of
such person, or a combination thereof. For the avoidance of doubt, each of
Partners and the Partnership is deemed a "Subsidiary."

          "TIA" means the Trust Indenture Act of 1939 as in effect on the date
of this Indenture; provided, however, that in the event the TIA is amended after
such date, TIA means, to the extent required by any such amendment, the TIA as
so amended.

          "Treasury Rate" means, with respect to any Redemption Date for the
Securities, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.

          "Trustee" means the party named as the "Trustee" in the preamble to
Indenture until a successor replaces it pursuant to the applicable provisions of
this Indenture and, thereafter, shall mean such successor. The foregoing
sentence shall likewise apply to any subsequent such successor or successors.

          SECTION 1.02 Other Definitions.

<TABLE>
<CAPTION>
Term                                                          Defined in Section
----                                                          ------------------
<S>                                                           <C>
"Act"......................................................         1.05(a)
"Additional Amounts".......................................         4.12
"Agent Members"............................................         2.03(b)
"Clearstream"..............................................         2.02
"Defaulted Interest".......................................        10.02
"Euroclear"................................................         2.02
"Event of Default".........................................         6.01
"Guarantee"................................................        11.01
"Legal Holiday"............................................        12.08
"Notice of Default"........................................         6.01
"Paying Agent".............................................         2.06
"Protected Purchaser"......................................         2.10
"Redemption Price".........................................         3.01
"Registrar"................................................         2.06
"Rule 144A Information"....................................         4.06
"Special Record Date"......................................        10.02(a)
</TABLE>


                                      11
<PAGE>
          SECTION 1.03 Incorporation by Reference of the TIA. The mandatory
provisions of the TIA that are required to be a part of and govern indentures
qualified under the TIA are incorporated by reference in and are a part of this
Indenture whether or not this Indenture is so qualified. Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in
and made a part of this Indenture. The following TIA term used in this Indenture
has the following meaning: "obligor" on the Securities means the Partnership.
All other TIA terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by Commission rule have the
meanings assigned to them by such definitions.

          SECTION 1.04 Rules of Construction. Unless the context otherwise
requires:

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

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

          (c) "or" is not exclusive;

          (d) "including" means including, without limitation; and

          (e) words in the singular include the plural, and words in the plural
include the singular.

          SECTION 1.05 Acts of Holders.

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

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


                                      12
<PAGE>
          (c) The ownership of Securities shall be proved by the register
maintained by the Registrar.

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

          (e) If the Partnership shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, either
the Partners, by or pursuant to a resolution of the Board of Directors of the
Partners, or if permitted by the Partnership Agreement, the Management
Committee, may, at their option, fix in advance a record date for the
determination of Holders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act, but neither the Partners nor
the Partnership shall have any obligation to do so. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the outstanding Securities shall be computed as of
such record date; provided, that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture within six months after
the record date.

                                    ARTICLE 2
                                 THE SECURITIES

          SECTION 2.01 Form and Dating. (a) The Securities and the Trustee's
certificate of authentication to be borne by such Securities shall be
substantially in the forms annexed hereto as Exhibit A. The terms and provisions
contained in the form of Security shall constitute, and are hereby expressly
made, a part of this Indenture and, to the extent applicable, the Partnership,
the Guarantor and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.

          (b) Any of the Securities may have such letters, numbers or other
marks of identification and such notations, legends and endorsements as the
officers executing the same may approve (execution thereof to be conclusive
evidence of such approval) and as are not inconsistent with the provisions of
this Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto, or with any rule or regulation of any
securities exchange or automated quotation system on which the Securities may be
listed or designated for issuance, or to conform to usage. The Partnership shall
provide any such notation, legends or endorsements to the Trustee in writing.

          (c) All Securities shall be dated the date of their authentication.


                                      13
<PAGE>
          SECTION 2.02 Global Securities in General. (a) The Securities are
being offered and sold by the Partnership to "qualified institutional buyers"
(as defined in Rule 144A) in reliance on Rule 144A, and shall be issued in the
form of one or more permanent Global Securities in definitive, fully registered
form, without interest coupons, with the Global Securities Legend and Restricted
Securities Legend as set forth in Exhibit A hereto.

          (b) Any Global Security shall be deposited on behalf of the purchasers
of the Securities represented thereby with the Trustee at its Corporate Trust
Office, as custodian for the Depositary, and registered in the name of the
Depositary or a nominee of the Depositary for the accounts of participants in
the Depositary (and, in the case of Securities held in accordance with
Regulation S, registered in the name of the Depositary or a nominee of the
Depositary for the accounts of designated agents holding on behalf of the
Euroclear System ("Euroclear") or Clearstream Banking, societe anonyme
("Clearstream")), duly executed by the Partnership and authenticated by the
Trustee as hereinafter provided.

          (c) Each Global Security shall represent such of the outstanding
Securities as shall be specified therein and each shall provide that it shall
represent the aggregate Principal Amount of outstanding Securities from time to
time endorsed thereon. The aggregate Principal Amount of a Global Security may
from time to time be increased or decreased by adjustments made on the records
of the Trustee and the Depositary or its nominee as hereinafter provided. Any
adjustment of the aggregate Principal Amount of a Global Security to reflect the
amount of any increase or decrease in the Principal Amount of outstanding
Securities represented thereby shall be made by the Trustee in accordance with
instructions given by the Holder thereof as required by Section 2.15 hereof and
shall be made on the records of the Trustee and the Depositary

          SECTION 2.03 Book-Entry Provisions. (a) This Section 2.03 shall apply
only to Global Securities deposited with or on behalf of the Depositary. The
Partnership shall execute and the Trustee shall, in accordance with this Section
2.03 and the written order of the Partnership pursuant to Section 2.05,
authenticate and deliver initially one or more Global Securities that (i) shall
be registered in the name of Cede & Co. or other nominee of the Depositary and
(ii) shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary's instructions or held by the Trustee as custodian for the
Depositary.

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

          (c) The provisions of the "Operating Procedures of the Euroclear
System" and "Terms and Conditions Governing Use of Euroclear" and the
"Management Regulations and


                                      14
<PAGE>
Instructions to Participants" of Clearstream shall be applicable to interests in
any Global Securities that are held by participants through Euroclear or
Clearstream. The Trustee shall have no obligation to notify Holders of any such
procedures or to monitor or enforce compliance with the same.

          (d) Neither the Trustee nor any of its agents shall have any
responsibility for any actions taken or not taken by the Depositary.

          SECTION 2.04 Certificated Securities. Securities not issued as Global
Securities will be issued as Certificated Securities. Except as provided in this
Indenture, owners of beneficial interests in Global Securities will not be
entitled to receive physical delivery of Certificated Securities.

          SECTION 2.05 Execution and Authentication. (a) The Securities shall be
executed in the name of the Partnership by one Officer of each of the Partners,
each as general partner of the Partnership. The signature of the Officers on the
Securities may be manual or facsimile. Securities bearing the manual or
facsimile signatures of an individual who was at the time of the execution of
the Securities a proper Officer of the signing Partner shall bind the applicable
Partner in its capacity as a general partner of the Partnership, notwithstanding
that such individual has ceased to hold such office prior to the authentication
and delivery of such Securities or did not hold such office at the date of such
Securities.

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

          (c) The Trustee shall initially authenticate and deliver Securities
for original issue in an aggregate Principal Amount of $150,000,000 upon a
Partnership Order without any further action by the Partners.

          (d) The aggregate Principal Amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. At any time and
from time to time after the execution and delivery of this Indenture, the
Partnership may deliver Securities executed by the Partnership to the Trustee
for authentication, together with a Partnership Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Partnership
Order shall authenticate and deliver such Securities. The Partnership may
execute and the Trustee may authenticate additional Securities of any series
without the consent of the Holders, subject to the terms and conditions of this
Indenture. Such additional Securities shall have the same terms and conditions
in all respects (or in all respects except for the Issue Price and interest
accrued prior to the Issue Date of such additional Securities) as the Securities
initially issued, so that such additional Securities shall be consolidated and
form a single class of Securities with the other Securities then outstanding.


                                      15
<PAGE>
          (e) If all the Securities of any series are not to be issued at one
time and if the Board Resolution establishing such series of additional
Securities shall so permit, the Partnership may deliver to the Trustee an
Officers' Certificate setting forth procedures acceptable to the Trustee for the
issuance of the Securities and determining the terms of the Securities, such as
interest rate, Issue Date and date from which interest on such Securities shall
accrue. In authenticating the Securities, and accepting the additional
responsibilities under this Indenture in relation to the Securities, the Trustee
shall be provided with, and (subject to TIA Section 315(a) through 315(d)) shall
be fully protected in relying upon:

          (i) an Opinion of Counsel stating:

               (A)  that the form or forms of such Securities and Guarantee have
                    been established in conformity with the provisions of this
                    Indenture;

               (B)  that the terms of such Securities and Guarantee have been
                    established in conformity with the provisions of this
                    Indenture;

               (C)  that such Securities and Guarantee, when completed by
                    appropriate insertions and executed and delivered by the
                    Partnership and the Guarantor, as the case may be, to the
                    Trustee for authentication in accordance with this
                    Indenture, authenticated and delivered by the Trustee in
                    accordance with this Indenture and issued by the Partnership
                    and the Guarantor in the manner and subject to any
                    conditions specified in such Opinion of Counsel, will
                    constitute legal, valid and binding obligations of the
                    Partnership and the Guarantor, enforceable in accordance
                    with their terms, subject to applicable bankruptcy,
                    insolvency, reorganization and other similar laws of general
                    applicability relating to or affecting the enforcement of
                    creditors' rights, to general equitable principles and to
                    such other qualifications as such counsel shall conclude do
                    not materially affect the rights of Holders of such
                    Securities and any coupons; and

               (D)  that all laws and requirements in respect of the execution
                    and delivery by the Partnership and the Guarantor of such
                    Securities and Guarantee have been complied with; and

          (ii) an Officers' Certificate stating, to the best of the knowledge of
     the signers of such certificate, that no Event of Default with respect to
     any of the outstanding Securities shall have occurred and be continuing,

which Opinion of Counsel and Officers' Certificate shall be delivered at or
before the time of issuance of the Security of such series.

          (f) The Securities shall be issued only in registered form without
coupons and only in denominations of $1,000 of Principal Amount and any integral
multiple of $1,000, in fully registered form.


                                      16
<PAGE>
          (g) The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith shall determine that such action may expose the Trustee to
personal liability to existing Holders.

          SECTION 2.06 Registrar and Paying Agent. (a) The Partnership shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange ("Registrar") and an office or agency where
Securities may be presented for purchase, redemption or payment ("Paying
Agent"). The Registrar shall keep a register of the Securities and of their
transfer and exchange. The Partnership may have one or more co-registrars and
one or more additional paying agents. The term Paying Agent includes any
additional paying agent, including any named pursuant to Section 4.05 hereof.

          (b) The Partnership shall enter into an appropriate agency agreement
with any Registrar or co-registrar or Paying Agent (if other than the Trustee).
The agreement shall implement the provisions of this Indenture that relate to
such agent. The Partnership shall notify the Trustee in writing of the name and
address of any such agent. If the Partners fail to maintain a Registrar or
Paying Agent, the Trustee shall act as such and shall be entitled to appropriate
compensation therefore pursuant to Section 7.07 hereof. The Guarantor or any
Subsidiary or an Affiliate of the Guarantor may act as Paying Agent or Registrar
or co-registrar.

          (c) The Partnership initially appoints the Trustee as Registrar and
Paying Agent for the Securities. The Partnership may appoint and change any
Paying Agent, Registrar or co-registrar without notice, other than notice to the
Trustee, except that the Partnership will maintain at least one Paying Agent in
the State of New York, City of New York, Borough of Manhattan, which shall
initially be Corporate Trust Office of the Trustee.

          SECTION 2.07 Paying Agent to Hold Money and Securities in Trust.
Except as otherwise provided herein, not later than 10:00 a.m., New York City
time, on each due date of payments in respect of any Security, the Partnership
shall deposit with the Paying Agent a sum of money (in immediately available
funds if deposited on the due date) sufficient to make such payments when so
becoming due. The Partnership shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
making of payments in respect of the Securities and shall notify the Trustee of
any default by the Partnership in making any such payment. At any time during
the continuance of any such default, the Paying Agent shall, upon the written
request of the Trustee, forthwith pay to the Trustee all money so held in trust.
If Guarantor or any Subsidiary or an Affiliate of the Guarantor acts as Paying
Agent, it shall segregate the money held by it as Paying Agent and hold it as a
separate trust fund. The Partnership at any time may require a Paying Agent to
pay all money held by it to the Trustee and to account for any funds disbursed
by it. Upon doing so, the Paying Agent shall have no further liability for the
money.


                                      17
<PAGE>
          SECTION 2.08 Holder Lists. The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders. If the Trustee is not the Registrar, the
Partnership shall cause to be furnished to the Trustee at least semi-annually,
on each April 1 and October 1, a listing of Holders dated within 15 days of the
date on which the list is furnished and at such other times as the Trustee may
request in writing a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Holders.

          SECTION 2.09 Transfer and Exchange. Subject to Section 2.15 hereof,

          (a) Upon surrender for registration of transfer of any Security,
together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Holder or such Holder's attorney duly authorized in
writing, at the office or agency of the Guarantor designated as Registrar or
co-registrar pursuant to Section 2.06 hereof, the Partnership and the Guarantor
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of any
authorized denomination or denominations, of a like aggregate Principal Amount.
Neither the Partners nor the Partnership shall charge a service charge for any
registration of transfer or exchange, but the Partnership or the Trustee may
require payment of a sum sufficient to pay all taxes, assessments or other
governmental charges that may be imposed in connection with the registration of
transfer or exchange of the Securities from the Holder requesting such
registration of transfer or exchange.

          (b) All Securities issued upon any transfer or exchange of Securities
in accordance with this Indenture shall be the valid obligations of the
Partnership, evidencing the same debt, and entitled to the same benefits under
this Indenture as the Securities surrendered upon such registration of transfer
or exchange.

          (c) At the option of the Holder, Certificated Securities may be
exchanged for other Securities of any authorized denomination or denominations,
of a like aggregate Principal Amount, upon surrender of the Securities to be
exchanged, together with a written instrument of transfer satisfactory to the
Registrar duly executed by the Holder or such Holder's attorney duly authorized
in writing, at such office or agency. Whenever any Securities are so surrendered
for exchange, the Partnership and the Guarantor shall execute, and the Trustee
shall authenticate and deliver, the Securities that the Holder making the
exchange is entitled to receive.

          (d) The Partnership shall not be required to make, and the Registrar
need not register, transfers or exchanges of Securities selected for redemption
(except, in the case of Securities to be redeemed in part, the portion thereof
not to be redeemed) or any Securities for a period of 15 days before the mailing
of a notice of redemption of Securities to be redeemed pursuant to Article 3 of
this Indenture.

          (e) Notwithstanding any provision to the contrary herein, so long as a
Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.15 hereof and this Section 2.09. Transfers of
a Global Security shall be limited to transfers of such Global Security in
whole, or in part, to nominees of the Depositary or to a successor of the
Depositary or such successor's nominee.


                                      18
<PAGE>
          (f) Successive registrations and registrations of transfers and
exchanges as aforesaid may be made from time to time as desired, and each such
registration shall be noted on the register for the Securities.

          (g) Any Registrar appointed pursuant to Section 2.06 hereof shall
provide to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon registration
of transfer or exchange of Securities.

          (h) No Registrar shall be required to make registrations of transfer
or exchange of Securities during any periods designated in the text of the
Securities or in this Indenture as periods during which such registration of
transfers and exchanges need not be made.

          (i) If Securities are issued upon the registration of transfer,
exchange or replacement of Securities subject to restrictions on transfer and
bearing the Restricted Securities Legend, or if a request is made to remove the
Restricted Securities Legend, the Securities so issued shall bear the Restricted
Securities Legend, or the Restricted Securities Legend shall not be removed, as
the case may be, unless there is delivered to the Partnership and the Registrar
such satisfactory evidence, which shall include an Opinion of Counsel, as may be
reasonably required by the Partnership and the Registrar, that neither the
Restricted Securities Legend nor the restrictions on transfer set forth therein
are required to ensure transfers thereof comply with the provisions of Rule
144A, Rule 144 or Regulation S or that such Securities are not "restricted"
within the meaning of Rule 144. Upon provision of such satisfactory evidence,
the Trustee, upon receipt of a Partnership Order, shall authenticate and deliver
a Security that does not bear the Restricted Securities Legend. If the
Restricted Securities Legend is removed from the face of a Security and the
Security is subsequently held by an Affiliate of the Partnership, the
Partnership shall use its best efforts to cause reinstatement of the Restricted
Securities Legend.

          (j) The Trustee and the Registrar shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any
transfer of any interest in any Security (including any transfers between or
among Depositary participants or beneficial owners of interests in any Global
Security) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof. Each Holder shall indemnify the Trustee and the Registrar against any
liability that may result from the transfer, exchange or assignment of such
Holder's Security in violation of any provision of this Indenture and/or
applicable United States federal or state securities law.

          Neither the Trustee nor any agent shall have any responsibility for
any actions taken or not taken by the Depositary.


                                      19
<PAGE>
          SECTION 2.10 Replacement Securities. (a) If (i) any mutilated Security
is surrendered to the Trustee, or (ii) the Partnership and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of any
Security, and there is delivered to the Partnership and the Trustee such
security or indemnity satisfactory to them to save each of them harmless, then,
in the absence of notice to the Partners or the Trustee that such Security has
been acquired by a protected purchaser within the meaning of Article 8 of the
Uniform Commercial Code (a "Protected Purchaser"), the Partnership shall execute
and upon receipt of a Partnership Order, the Trustee shall authenticate and
deliver, in exchange for any such mutilated Security or in lieu of any such
destroyed, lost or stolen Security, a new Security of like tenor and Principal
Amount, bearing a number not contemporaneously outstanding.

          (b) In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, or is about to be redeemed by the
Partnership pursuant to Article 3 hereof, the Partnership in its discretion may,
instead of issuing a new Security in the name of the Partnership, pay or
purchase such Security, as the case may be.

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

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

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

          SECTION 2.11 Outstanding Securities; Determinations of Holders'
Action. (a) Securities outstanding at any time are all the Securities
authenticated by the Trustee, except for those cancelled by it, those paid
pursuant to Section 2.10 or 2.13 hereof and delivered to it for cancellation and
those described in this Section 2.11 as not outstanding. A Security does not
cease to be outstanding because the Partners, the Partnership, the Guarantor or
an Affiliate thereof holds the Security; provided, however, that in determining
whether the Holders of the requisite Principal Amount of Securities have given
or concurred in any request, demand, authorization, direction, notice, consent
or waiver hereunder, Securities owned by the Partners, the Partnership, the
Guarantor or any other obligor upon the Securities or any Affiliate of the
Partners, the Partnership, the Guarantor or such other obligor shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in conclusively relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Subject to the foregoing, only Securities
outstanding at the time of such determination shall be considered in any such
determination (including, without limitation, determinations pursuant to
Articles 6 and 9).


                                       20
<PAGE>
          (b) If a Security is replaced pursuant to Section 2.10 hereof, the
replaced Security ceases to be outstanding unless the Trustee and the
Partnership receive proof satisfactory to each of them that the replaced
Security is held by a Protected Purchaser unaware that such Security has been
replaced, in which case the replacement security shall be deemed not to be
outstanding.

          (c) If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date or on Stated Maturity, money or securities, if permitted
hereunder, sufficient to pay Securities payable on that date, then immediately
after such Redemption Date or Stated Maturity, as the case may be, such
Securities shall cease to be outstanding and interest on such Securities shall
cease to accrue; provided, that if such Securities are to be redeemed, notice of
such redemption has been duly given pursuant to this Indenture.

          SECTION 2.12 Temporary Securities. (a) Pending the preparation of
definitive Securities, the Partnership may execute, and upon a Partnership
Order, the Trustee shall authenticate and deliver, temporary Securities which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the Officers
executing such Securities may determine, as conclusively evidenced by their
execution of such Securities.

          (b) If temporary Securities are issued, the Partnership will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Partnership designated for such
purpose pursuant to Section 2.06, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities the Partnership shall
execute and upon Partnership Order, the Trustee shall authenticate and deliver
in exchange therefor a like Principal Amount of definitive Securities of
authorized denominations. Until so exchanged, the temporary Securities shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities.

          SECTION 2.13 Cancellation. All Securities surrendered for payment,
redemption or registration of transfer or exchange shall, if surrendered to any
person other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. The Partners, the Partnership and the Guarantor may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Partners, the Partnership and the Guarantor
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly cancelled by the Trustee. The Partnership may not issue new
Securities to replace Securities it has paid for or delivered to the Trustee for
cancellation. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee shall
be disposed of by the Trustee in accordance with the Trustee's customary
procedures.

          SECTION 2.14 Persons Deemed Owners. Prior to due presentment of a
Security for registration of transfer, the Partnership, the Trustee and any
agent of the Partnership or the Trustee may treat the Person in whose name such
Security is registered in the Security


                                       21
<PAGE>
register maintained by the Registrar as the owner of such Security for the
purpose of receiving payment of the Principal Amount of the Security or the
payment of any Redemption Price in respect thereof and interest (including
Defaulted Interest, if any) thereon, and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Partnership, the
Trustee nor any agent of the Partnership or the Trustee shall be affected by
notice to the contrary.

          SECTION 2.15 Transfers of Global Securities. Notwithstanding any other
provisions of this Indenture or the Securities, (i) transfers of a Global
Security, in whole or in part, shall be made only in accordance with Sections
2.09 and 2.15(a)(i) hereof, (ii) transfer of a beneficial interest in a Global
Security for a Certificated Security shall comply with Sections 2.09 and
2.15(a)(i) hereof, and (iii) transfers of a Certificated Security shall comply
with Sections 2.09 and 2.15(a)(ii) hereof and transfer of a Certificated
Security for a Beneficial Interest in a Global Security shall comply with
Sections 2.09 and 2.15(a)(iii) hereof.

          (a) Transfer of Global Security. A Global Security may not be
transferred, in whole or in part, to any Person other than the Depositary or a
nominee or any successor thereof, and no such transfer to any such other Person
may be registered; provided, that this Section 2.15(a) shall not prohibit any
transfer of a Security that is issued in exchange for a Global Security but is
not itself a Global Security. No transfer of a Security to any Person shall be
effective under this Indenture or the Securities unless and until such Security
has been registered in the name of such Person. Nothing in this Section 2.15(a)
shall prohibit or render ineffective any transfer of a beneficial interest in a
Global Security effected in accordance with the other provisions of this Section
2.15(a).

          (i) Restrictions on Transfer of a Beneficial Interest in a Global
     Security for a Certificated Security. A beneficial interest in a Global
     Security may not be exchanged for a Certificated Security except upon
     satisfaction of the requirements set forth below. Upon receipt by the
     Trustee of a request for transfer of a beneficial interest in a Global
     Security in accordance with Applicable Procedures for a Certificated
     Security in the form satisfactory to the Trustee, together with:

               (A) so long as the Securities are Restricted Securities,
          certification, in the form set forth in Exhibit B attached hereto;

               (B) written instructions to the Trustee to make, or direct the
          Registrar to make, an adjustment on its books and records with respect
          to such Global Security to reflect a decrease in the aggregate
          Principal Amount of the Securities represented by the Global Security,
          such instructions to contain information regarding the Depositary
          account to be credited with such decrease; and

               (C) if the Partners, the Partnership or Registrar so requests, an
          Opinion of Counsel or other evidence reasonably satisfactory to them
          as to the compliance with the restrictions set forth in the Restricted
          Securities Legend,

     then the Trustee shall cause, or direct the Registrar to cause, in
     accordance with the standing instructions and procedures existing between
     the Depositary and the Registrar, the aggregate Principal Amount of
     Securities represented by the Global


                                       22
<PAGE>
     Security to be decreased by the aggregate Principal Amount of the
     Certificated Security to be issued, shall authenticate and deliver such
     Certificated Security and shall debit or cause to be debited to the account
     of the Person specified in such instructions a beneficial interest in the
     Global Security equal to the Principal Amount of the Certificated Security
     so issued.

          (ii) Transfer and Exchange of Certificated Securities. When
     Certificated Securities are presented to the Registrar with a request:

               (x)  to register the transfer of such Certificated Securities; or

               (y)  to exchange such Certificated Securities for an equal
                    Principal Amount of Certificated Securities of other
                    authorized denominations,

     the Registrar shall register the transfer or make the exchange as requested
     if its reasonable requirements for such transaction are met; provided,
     however, that the Certificated Securities surrendered for registration of
     transfer or exchange:

               (A) shall be duly endorsed or accompanied by a written instrument
          of transfer in form reasonably satisfactory to the Partners or the
          Partnership and the Registrar, duly executed by the Holder thereof or
          his attorney duly authorized in writing; and

               (B) so long as such Securities are Restricted Securities, such
          Securities are being transferred or exchanged or, if being transferred
          pursuant to clause (1), (2) or (3) of this Section 2.15(a)(ii)(B), are
          accompanied by the additional information and documents specified in
          each such clause, as applicable:

                    (1)  if such Certificated Securities are being delivered to
                         the Registrar by a Holder for registration in the name
                         of such Holder, without transfer, a certification from
                         such Holder to that effect; or

                    (2)  if such Certificated Securities are being transferred
                         to the Partners or the Partnership, a certification to
                         that effect; or

                    (3)  if such Certificated Securities are being transferred
                         pursuant to an exemption from registration (1) a
                         certification to that effect (in the form set forth in
                         Exhibit B) and (2) if the Partnership or Registrar so
                         requests, an Opinion of Counsel or other evidence
                         reasonably satisfactory to them as to the compliance
                         with the restrictions set forth in the Restricted
                         Securities Legend.

          (iii) Restrictions on Transfer of a Certificated Security for a
     Beneficial Interest in a Global Security. A Certificated Security may not
     be exchanged for a beneficial interest in a Global Security except upon
     satisfaction of the requirements set forth below.


                                       23
<PAGE>
     Upon receipt by the Trustee of a Certificated Security, duly endorsed or
     accompanied by appropriate instruments of transfer, in form satisfactory to
     the Trustee, together with:

               (A) so long as the Securities are Restricted Securities,
          certification, in the form set forth in Exhibit B attached hereto,
          that such Certificated Security is being transferred outside the
          United States to Non-U.S. persons in reliance on Regulation S or to a
          "qualified institutional buyer" (as defined in Rule 144A) in
          accordance with Rule 144A; and

               (B) written instructions directing the Trustee to make, or to
          direct the Registrar to make, an adjustment on its books and records
          with respect to such Global Security to reflect an increase in the
          aggregate Principal Amount of the Securities represented by the Global
          Security, such instructions to contain information regarding the
          Depositary account to be credited with such increase;

then the Trustee shall cancel such Certificated Security and cause, or direct
the Registrar to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Registrar, the aggregate
Principal Amount of Securities represented by the Global Security to be
increased by the aggregate Principal Amount of the Certificated Security to be
exchanged, and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Global Security
equal to the Principal Amount of the Certificated Security so cancelled. If no
Global Securities are then outstanding, the Partnership shall issue and the
Trustee, upon receipt of a Partnership Order, shall authenticate a new Global
Security in the appropriate Principal Amount.

          (b) Subject to the succeeding paragraph, every Security shall be
subject to the restrictions on transfer provided in the Restricted Securities
Legend including the requirement of the delivery of an Opinion of Counsel, if so
provided. Whenever any Restricted Security is presented or surrendered for
registration of transfer or for exchange for a Security registered in a name
other than that of the Holder, such Security must be accompanied by a
certificate in substantially the form set forth in Exhibit B attached hereto,
dated the date of such surrender and signed by the Holder of such Security, as
to compliance with such restrictions on transfer. The Registrar shall not be
required to accept for such registration of transfer or exchange any Security
not so accompanied by a properly completed certificate.

          (c) The restrictions imposed by the Restricted Securities Legend upon
the transferability of any Security shall cease and terminate when such Security
has been sold or transferred in compliance with Rule 144 at the time of the
transfer. Any Security as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon a
surrender of such Security for exchange to the Registrar in accordance with the
provisions of this Section 2.15 (accompanied, in the event that such
restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144, by an Opinion of Counsel having substantial experience in
practice under the Securities Act and otherwise reasonably acceptable to the
Partnership, addressed to the Partnership, the Trustee and the Registrar and in
form acceptable to the Partnership, to the effect that the transfer of such
Security has been made in compliance with Rule 144), be exchanged for a new
Security, of like tenor and aggregate Principal Amount, which shall not bear the
Restricted Securities Legend. The Trustee


                                       24
<PAGE>
and the Registrar shall not be liable for any action taken or omitted to be
taken by it in good faith in accordance with the aforementioned Opinion of
Counsel.

          (d) As used in the preceding two paragraphs of this Section 2.15, the
term "transfer" encompasses any sale, pledge, transfer, hypothecation or other
disposition of any Security.

          (e) The provisions of clauses (i), (ii), (iii) and (iv) of this
Section 2.15(e) shall apply only to Global Securities:

          (i) Notwithstanding any other provisions of this Indenture or the
     Securities, except as provided in Section 2.15(a)(i) hereof, a Global
     Security shall not be exchanged in whole or in part for a Security
     registered in the name of any Person other than the Depositary or one or
     more nominees thereof; provided, that a Global Security may be exchanged
     for Securities registered in the names of any person designated by the
     Depositary in the event that (A) the Depositary has notified the
     Partnership that it is unwilling or unable to continue as Depositary for
     such Global Security or such Depositary has ceased to be a "clearing
     agency" registered under the Exchange Act, and a successor Depositary is
     not appointed by the Partnership within 90 days; (B) the Partnership elects
     to discontinue use of the system of book-entry transfer through DTC (or any
     successor depositary); or (C) an Event of Default has occurred and is
     continuing with respect to the Securities. Any Global Security exchanged
     pursuant to clause (A) of this subsection shall be so exchanged in whole
     and not in part, and any Global Security exchanged pursuant to clause (B)
     of this subsection may be exchanged in whole or from time to time in part
     as directed by the Depositary. Any Security issued in exchange for a Global
     Security or any portion thereof shall be a Global Security; provided, that
     any such Security so issued that is registered in the name of a person
     other than the Depositary or a nominee thereof shall not be a Global
     Security.

          (ii) Securities issued in exchange for a Global Security or any
     portion thereof shall be issued in definitive, fully registered form,
     without interest coupons, shall have an aggregate Principal Amount equal to
     that of such Global Security or portion thereof to be so exchanged, shall
     be registered in such names and be in such authorized denominations as the
     Depositary shall designate and shall bear the applicable legends provided
     for herein. Any Global Security to be exchanged in whole shall be
     surrendered by the Depositary to the Registrar. With regard to any Global
     Security to be exchanged in part, to give effect to any redemption or other
     disposition of such part or otherwise, either such Global Security shall be
     so surrendered for exchange or, if the Trustee is acting as custodian for
     the Depositary or its nominee with respect to such Global Security, the
     Principal Amount thereof shall be reduced, by an amount equal to the
     portion thereof to be so exchanged, by means of an appropriate adjustment
     made on the records of the Trustee. Upon any such surrender or adjustment,
     the Trustee shall authenticate and deliver the Security issuable on such
     exchange to or upon the order of the Depositary or an authorized
     representative thereof.

          (iii) Subject to the provisions of Section 2.03(b), the registered
     Holder may grant proxies and otherwise authorize any Person, including
     Agent Members (as defined


                                       25
<PAGE>
     below) and persons that may hold interests through Agent Members, to take
     any action which a holder is entitled to take under this Indenture or the
     Securities.

          (iv) In the event of the occurrence of any of the events specified in
     clause (i) above, the Partnership will promptly make available to the
     Trustee a reasonable supply of Certificated Securities in definitive, fully
     registered form, without interest coupons.

          SECTION 2.16 CUSIP Numbers. The Partnership in issuing the 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, that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the 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 Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Partnership will promptly notify the Trustee in writing of any change in the
"CUSIP" numbers.

          SECTION 2.17 Restrictions on Transfer. The Partnership agrees that it
will refuse to register any transfer of Securities that is not made in
accordance with the provisions of Regulation S under the Securities Act or
pursuant to an available exemption from the registration requirements of the
Securities Act; provided that the provisions of this paragraph shall not be
applicable to any Security that does not bear a Restricted Securities Legend.

                                    ARTICLE 3
            REDEMPTION OF SECURITIES AT THE OPTION OF THE PARTNERSHIP

          SECTION 3.01 Right to Redeem. (a) The Partnership may redeem the
Securities for cash, in whole at any time or in part from time to time, at any
time prior to their Stated Maturity, at the redemption price (the "Redemption
Price") equal to the greater of:

          (i) 100% of the Principal Amount of the Securities being redeemed; and

          (ii) the Make-Whole Amount for the Securities being redeemed,

plus, in each case, accrued and unpaid interest on such Securities to, but
excluding, the Redemption Date. The Partnership will, however, pay the interest
installment due on any Interest Payment Date that occurs on or before a
Redemption Date to the Holders as of the close of business on the Regular Record
Date immediately preceding that Interest Payment Date. Securities may be
redeemed in part but only in integral multiples of $1,000 of the Principal
Amount thereof.

          (b) Except as set forth in this Article 3, the Securities are not
redeemable by the Partnership prior to their Stated Maturity, and the Securities
are not entitled to the benefit of any sinking fund.

          SECTION 3.02 Notice to Holders. The election of the Partners to redeem
any Securities shall be evidenced by or shall be undertaken pursuant to a Board
Resolution. The Partnership shall give written notice of its intent to redeem
the Securities by first-class mail at least 30 days, but no more than 60 days,
prior to the applicable Redemption Date to Holders of


                                       26
<PAGE>
Securities to be redeemed at their addresses as set forth in the register for
the Securities maintained by the Registrar.

          SECTION 3.03 Selection of Securities to be Redeemed. (a) In the event
that the Partnership elects to redeem only a portion of the Securities, the
Securities to be redeemed shall be selected in accordance with procedures of the
Depositary, in the case of Global Securities, or by the Trustee by such method
as the Trustee deems to be fair and appropriate, in the case of Securities held
other than in the form of Global Securities, so long as such method is not
prohibited by the rules of any stock exchange on which the Securities are then
listed.

          (b) The Trustee shall make the selection at least 30 days but not more
than 60 days before the Redemption Date from outstanding Securities not
previously called for redemption. Securities and portions of them the Trustee
selects shall be in Principal Amounts of $1,000 or an integral multiple of
$1,000.

          (c) Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall promptly notify the Partnership in writing of the Securities or
portions of Securities to be redeemed.

          (d) If fewer than all the Securities are to be redeemed, the record
date relating to such redemption shall be selected by the Partnership and given
to the Trustee, which record date shall not be less than ten days after the date
of notice to the Trustee.

          SECTION 3.04 Notice of Redemption. (a) At least 30 days but not more
than 60 days before a Redemption Date, the Partnership shall mail a notice of
redemption by first-class mail, postage prepaid, to each Holder of Securities to
be redeemed. The notice shall identify the Securities to be redeemed and shall
state:

          (i) the Redemption Date;

          (ii) the Redemption Price, or if then not ascertainable, the manner of
     calculation thereof, and accrued and unpaid cash interest, if any, payable
     on the Redemption Date;

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

          (iv) that Securities called for redemption must be surrendered to the
     Paying Agent to collect the Redemption Price and accrued and unpaid cash
     interest, if any;

          (v) if fewer than all the outstanding Securities are to be redeemed,
     the certificate number and Principal Amount of the particular Securities to
     be redeemed;

          (vi) that, unless the Partnership defaults in making payment of such
     Redemption Price and any cash interest which is due and payable, interest
     on the Securities will cease to accrue on and after the Redemption Date;

          (vii) the CUSIP number of the Securities; and


                                       27
<PAGE>
          (viii) any other information the Partnership desires, in its own
     discretion, to present.

          (b) At the Partnership's request, the Trustee shall give the notice of
redemption to Holders in the Partnership's name and at the Partnership's
expense; provided, that the Partnership makes such request at least seven
Business Days (unless a shorter period shall be satisfactory to the Trustee)
prior to the date such notice of redemption must be mailed.

          SECTION 3.05 Effect of Notice of Redemption. Once notice of redemption
is given, Securities called for redemption become due and payable on the
Redemption Date and at the Redemption Price, together with accrued and unpaid
interest on such Securities to, but excluding, the Redemption Date. Upon
surrender to the Paying Agent, such Securities shall be paid at the Redemption
Price, together with accrued and unpaid interest on such Securities to, but
excluding, the Redemption Date.

          SECTION 3.06 Deposit of Redemption Price. (a) Prior to 10:00 a.m., New
York City time, on any Redemption Date, the Partnership shall deposit with the
Paying Agent (or if the Partners, the Partnership or a Subsidiary or an
Affiliate of either of them is the Paying Agent, shall segregate and hold in
trust) money sufficient to pay the Redemption Price of, and any accrued and
unpaid interest on such Securities to, but excluding, the Redemption Date, with
respect to, all Securities to be redeemed on such Redemption Date. The
redemption of the Securities shall be subject to the receipt of such moneys on
or prior to 10:00 a.m., New York City time, on the Redemption Date, and any
notice of redemption given by the Partnership shall be of no effect unless such
moneys are received.

          (b) Upon payment of the Redemption Price, on and after the Redemption
Date, interest will cease to accrue on the Securities or portions thereof called
for redemption.

          SECTION 3.07 Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Partnership shall execute and the Trustee shall
authenticate and deliver to the Holder a new Security in an authorized
denomination equal in Principal Amount to the unredeemed portion of the Security
surrendered.

          SECTION 3.08 Repayment to the Partnership. The Trustee and the Paying
Agent shall promptly return to the Partnership any cash that remains unclaimed
as provided in Section 8.02 hereof, together with interest or dividends, if any,
thereon (subject to the provisions of Section 7.01(f) hereof) held by them for
the payment of the Redemption Price, together with any accrued and unpaid
interest on such Securities; provided, however, that to the extent that the
aggregate amount of cash deposited by the Partnership pursuant to Section 3.06
hereof exceeds the aggregate Redemption Price and any accrued and unpaid
interest on such Securities to, but excluding, the Redemption Date payable in
respect of Securities to be redeemed, then promptly after the second Business
Day following the Redemption Date, the Trustee shall return any such excess to
the Partnership together with interest or dividends, if any, thereon (subject to
the provisions of Section 7.01(f) hereof). If such money is then held by the
Partnership in trust and is not required for such purpose, it shall be
discharged from such trust.


                                       28
<PAGE>
                                    ARTICLE 4
                                    COVENANTS

          SECTION 4.01 Payment of Securities. (a) The Partnership shall promptly
make all payments in respect of the Securities on the dates and in the manner
provided in the Securities or pursuant to this Indenture. Any amounts to be
given to the Trustee or Paying Agent shall be deposited with the Trustee or
Paying Agent by 10:00 a.m., New York City time, by the Partnership. The
Principal Amount of, the Redemption Price (if any) for and interest (including
Defaulted Interest, if any) on the Securities shall be considered paid on the
applicable date due if on such date the Trustee or the Paying Agent holds, in
accordance with this Indenture, money sufficient to pay all such amounts then
due.

          (b) The Partnership shall, to the extent permitted by law, pay cash
interest on overdue amounts at the rate per annum set forth in the Securities,
compounded semi-annually, which interest shall accrue from the date such overdue
amount was originally due to the date payment of such amount, including interest
thereon, has been made or duly provided for. All such interest shall be payable
on demand.

          SECTION 4.02 SEC and Other Reports. The Partnership shall deliver to
the Trustee, within 15 days after the Guarantor files its annual and quarterly
reports, information, documents and other reports with the Commission, copies of
the Guarantor's annual report and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission
may by rules and regulations prescribe) which the Guarantor is required to file
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. The
Partnership also shall comply with the provisions of TIA Section 314(a).
Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of the same shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Partnership's and
the Guarantor's compliance with any of their respective covenants hereunder (as
to which the Trustee is entitled to rely exclusively on Officers' Certificates).

          SECTION 4.03 Compliance Certificate. The Guarantor and the Partnership
shall (i) deliver to the Trustee within 120 days after the end of each fiscal
year of the Guarantor (beginning with the fiscal year ending on May 31, 2006) an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Partners, the Partnership and the Guarantor are in default
in the performance and observance of any of the terms, provisions and conditions
of this Indenture (without regard to any period of grace or requirement of
notice provided hereunder), and (ii) if any one of the Partners, the Partnership
and the Guarantor shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge.

          SECTION 4.04 Further Instruments and Acts. Upon request of the
Trustee, the Partners, the Partnership at the direction of the Partners and the
Guarantor will execute and deliver such further instruments and do such further
acts as may be reasonably necessary or proper to carry out more effectively the
purposes of this Indenture.

          SECTION 4.05 Maintenance of Office or Agency. (a) The Partnership will


                                       29
<PAGE>
maintain in the Borough of Manhattan, The City of New York, an office or agency
of the Trustee, Registrar and Paying Agent where Securities may be presented or
surrendered for payment, where Securities may be surrendered for registration of
transfer, exchange, purchase or redemption and where notices and demands to or
upon the Partnership in respect of the Securities and this Indenture may be
served. The office of the Trustee, located at 2 North LaSalle Street, Suite
1020, Chicago, Illinois 60602 (Attention: Corporate Trust Administration), shall
initially be such office or agency for all of the aforesaid purposes. The
Partnership shall give prompt written notice to the Trustee of the location, and
of any change in the location, of any such office or agency (other than a change
in the location of the office of the Trustee). If at any time the Partnership
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the address of the Trustee set
forth in Section 12.02 hereof.

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

          SECTION 4.06 Delivery of Certain Information. At any time when the
Partnership is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a Holder or any beneficial holder of Securities, the Partnership will
promptly furnish or cause to be furnished Rule 144A Information (as defined
below) of the Guarantor to such Holder or any beneficial holder of Securities,
or to a prospective purchaser of any such security designated by any such
holder, as the case may be, to the extent required to permit compliance by such
Holder or holder with Rule 144A under the Securities Act in connection with the
resale of any such security. "Rule 144A Information" shall be such information
as is specified pursuant to Rule 144A(d)(4) under the Securities Act.

          SECTION 4.07 Waiver of Compliance. The Partnership may omit compliance
with any covenant or condition set forth in Sections 4.02 to 4.06, inclusive, if
before the time for such compliance the Holders of a majority in aggregate
Principal Amount of the Securities at the time outstanding shall notify the
Partnership that they elect to either waive such compliance in such instance, or
generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Partnership and the duties of the Trustee in respect of any such covenant
or condition shall remain in full force and effect.

          SECTION 4.08 Limitation on Liens. The Guarantor will not, and will not
permit any of its Subsidiaries to, create, assume, incur or suffer to exist any
Lien upon any Principal Property or upon any shares of Capital Stock or
Indebtedness of any Subsidiary owning or leasing any Principal Property, whether
owned or leased on the date of this Indenture or thereafter acquired, other than
Permitted Liens or as permitted under Section 4.10 below, to secure any
Indebtedness incurred or guaranteed by the Guarantor or any of its Subsidiaries,
without in any such case making effective provision whereby all of the
Securities then outstanding (together with, if the Guarantor so determines, any
other Indebtedness or guarantee


                                       30
<PAGE>
thereof by the Guarantor ranking equally with the Securities) shall be secured
equally and ratably with, or prior to, such Indebtedness so long as such
Indebtedness shall be so secured.

          SECTION 4.09 Restrictions on Sale-Leaseback Transactions. Except as
permitted under Section 4.10 below, the Guarantor will not, and it will not
permit any of its Subsidiaries to, engage in the sale or transfer by the
Guarantor or any of its Subsidiaries of any Principal Property to a Person
(other than the Guarantor or one of its Subsidiaries) and the taking back by the
Guarantor or any of its Subsidiaries, as the case may be, of a lease of such
Principal Property, unless:

          (i) such sale-leaseback transaction involves a lease for a period,
     including renewals, of not more than five years; or

          (ii) the Guarantor or its Subsidiary, within a one-year period after
     such sale-leaseback transaction, applies or causes to be applied an amount
     not less than the net proceeds from such sale-leaseback transaction to the
     prepayment, repayment, redemption, reduction or retirement (other than
     pursuant to any mandatory sinking fund, redemption or prepayment provision)
     of Funded Indebtedness.

          SECTION 4.10 Exempted Liens and Sale-Leaseback Transactions.
Notwithstanding the foregoing restrictions on Liens and sale-leaseback
transactions, and in addition to Permitted Liens otherwise permitted hereunder,
the Guarantor may, and may permit any of its Subsidiaries to, create, assume,
incur, or suffer to exist any Lien upon any Principal Property, or upon any
shares of Capital Stock or Indebtedness of any of its Subsidiaries owning or
leasing any Principal Property, to secure Indebtedness incurred or guaranteed by
the Guarantor or any of its Subsidiaries or effect any sale-leaseback
transaction of a Principal Property that is not excepted by Section 4.9 above
without equally and ratably securing the Securities; provided that, after giving
effect thereto, the aggregate principal amount of outstanding Indebtedness
secured by Liens other than Permitted Liens upon Principal Property and/or upon
such shares of Capital Stock or Indebtedness of any Subsidiary owning or leasing
any Principal Property, plus the Attributable Indebtedness from sale-leaseback
transactions of Principal Property not so excepted, do not exceed 15% of the
Guarantor's Consolidated Net Worth as of the date of determination.

          SECTION 4.11 Continued Existence. Subject to Article 5, the Partners
and the Guarantor shall do or cause to be done all things necessary to preserve
and keep in full force and effect their respective corporate and partnership
existence as well as that of the Partnership.

          SECTION 4.12 Additional Amounts. (a) All payments made by the
Partnership under or with respect to the notes will be made free and clear of
and without withholding or deduction for, or on account of, any present or
future tax, duty, levy, impost, assessment or other governmental charge
(including penalties and interest related thereto) ("Taxes"), unless the
withholding or deduction of such Taxes is then required by law. If any deduction
or withholding for, or on account of, any present or future Taxes imposed or
levied by or on behalf of any jurisdiction in which the Partnership or any of
its Partners (including any successor entities) are then registered, engaged in
business or resident for tax purposes or any political subdivision thereof or
therein or any jurisdiction by or through which payment is made


                                       31
<PAGE>
(each, a "Relevant Taxing Jurisdiction"), is required to be made from any
payments made by the Partnership under or with respect to the notes, including
payments of principal, redemption price, purchase price or interest, the
Partnership will pay such additional amounts (the "Additional Amounts") as may
be necessary in order that the net amounts received in respect of such payments
by each holder (including Additional Amounts) after such withholding or
deduction will equal the respective amounts which would have been received in
respect of such payments in the absence of such required withholding or
deduction; provided, however, that no Additional Amounts will be payable with
respect to:

     (1)  any payments on a note in respect of Taxes which would not have been
          imposed but for the holder or the beneficial owner of the note being a
          citizen or resident or national of, incorporated in or carrying on a
          business in or having any other present or former connection with the
          Relevant Taxing Jurisdiction, other than by the mere holding of such
          note or enforcement of rights thereunder or the receipt of payments in
          respect thereof or any other connection relating to the notes;

     (2)  any Taxes that are imposed or withheld as a result of the failure of
          the holder of the note or beneficial owner of the note to comply with
          any request, made to that holder at least 30 days before any such
          withholding or deduction would be payable, by the Partnership to
          provide timely or accurate information concerning the nationality,
          residence or identity of such holder or beneficial owner or to make
          any valid or timely declaration or similar claim or satisfy any
          information or reporting requirement, which is required or imposed by
          a statute, treaty, regulation or administrative practice of the
          Relevant Taxing Jurisdiction as a precondition to exemption from all
          or part of such Taxes;

     (3)  any note presented for payment (where presentation is required) more
          than 30 days after the relevant payment is first made available for
          payment to the holder (except to the extent that the holder would have
          been entitled to Additional Amounts had the note been presented on the
          last day of such 30-day period);

     (4)  any Taxes (other than Canadian taxes imposed under Part XIII of the
          Income Tax Act (Canada)) which are payable otherwise than by deduction
          or withholding from payments made under or with respect to the notes;

     (5)  any Taxes imposed on or with respect to any payment to a holder that
          is a fiduciary or partnership or Person other than the sole beneficial
          owner of such payment to the extent that the Taxes would not have been
          imposed on such payment had such holder been the sole beneficial owner
          of such notes;

     (6)  any estate, inheritance, gift, sale, transfer, personal property or
          similar Taxes;

     (7)  any withholding or deduction imposed on a payment to an individual
          which is required to be made pursuant to any European Union Directive
          on the taxation of savings implementing the conclusions of the ECOFIN
          Council meeting of 26-27 November, 2000 or any law implementing or
          complying with or introduced in order to conform to, such Directive or
          law; or


                                       32
<PAGE>
     (8)  any combination of items (1) through (7) above.

Such Additional Amounts will also not be payable where, had the beneficial owner
of the Securities been the Holder of the Securities, it would not have been
entitled to payment of Additional Amounts by reason of clauses (1) through (7)
above.

          (b) In addition to the foregoing, the Partnership will also pay any
present or future stamp, court or documentary taxes, or any other excise or
property taxes, charges or similar levies or taxes which are levied by any
Relevant Taxing Jurisdiction in respect of the execution, issue, delivery or
registration of the notes or any other document or instrument referred to
therein (other than a transfer of the notes) or on the enforcement of any
payments with respect to the notes. If the Partnership will be obligated to pay
Additional Amounts with respect to any payment under or with respect to the
notes, the Partnership will deliver to the trustee on a date which is at least
30 days prior to the date of that payment (unless the obligation to pay
Additional Amounts arises after the 30th day prior to that payment date, in
which case the Partnership shall notify the trustee promptly thereafter) an
officers' certificate stating the fact that Additional Amounts will be payable
and the amount estimated to be so payable. The officers' certificate must also
set forth any other information reasonably necessary to enable the paying agents
to pay Additional Amounts to holders on the relevant payment date. The
Partnership will provide the trustee with documentation reasonably satisfactory
to the trustee evidencing the payment of Additional Amounts. The Partnership
will make all required withholdings and deductions and will remit the full
amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance
with applicable law. The Partnership will use its reasonable efforts to obtain
copies of receipts from each authority in the Relevant Taxing Jurisdiction
evidencing the payment of any Taxes so deducted or withheld. Upon written
request, the Partnership will furnish to the holders, within a reasonable time
period, copies of tax receipts evidencing payment by the Partnership in such
form as provided in the normal course by the authority imposing such Taxes and
is reasonably available to the Partnership or if, notwithstanding such entity's
efforts to obtain receipts, receipts are not obtained, other evidence of
payments by such entity. If the Partnership becomes, or would be, obliged to pay
on the next date on which any amount would be payable under or with respect to
the notes, any Additional Amounts as a result of certain changes affecting the
laws relating to withholding or deduction of Taxes, the Partnership may redeem
all, but not less than all, the notes.

          (c) Whenever in the Indenture there is mentioned the payment of
amounts based upon the principal amount of the notes or of principal, interest
or of any other amount payable under, or with respect to, any of the notes, such
mention shall be deemed to include mention of the payment of Additional Amounts
to the extent that Additional Amounts are, were or would be payable in respect
thereof.

          SECTION 4.13 Maintenance of Properties. The Guarantor shall cause all
properties used or useful in the conduct of its businesses or the business of
the Guarantor's Subsidiaries to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Guarantor may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, that nothing in this Section 4.13 shall
prevent


                                       33
<PAGE>
the Guarantor or any of the Guarantor's Subsidiaries from discontinuing the use,
operation or maintenance of any of such properties or disposing of any of them,
if such discontinuance or disposal is, in the judgment of the Guarantor,
desirable in the conduct of the business of the Guarantor or any of the
Guarantor's Subsidiaries.

          SECTION 4.14 Taxes. The Guarantor shall pay, and shall cause each of
its Subsidiaries to pay, prior to delinquency, all material taxes, assessments,
and governmental levies except such as are contested in good faith and by
appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Securities.

                                    ARTICLE 5
                              SUCCESSOR CORPORATION

          SECTION 5.01 When Partners, Partnership or Guarantor May Merge or
Transfer Assets. (a) Neither the Partners nor the Partnership shall consolidate
with or merge with or into any other Person or transfer, lease or convey all or
substantially all of its properties and assets to any Person, nor shall the
Guarantor consolidate with or merge with or into any other Person or transfer,
lease or convey all or substantially all of its properties and assets to any
Person, nor will the Guarantor permit any of its Subsidiaries to enter into any
such transaction or series of transactions if such transaction or series of
transactions, in the aggregate, would result in a sale, assignment, transfer,
lease or other disposition of all or substantially all of the properties and
assets of the Guarantor and its Subsidiaries on a consolidated basis to any
other Person or Persons, unless:

          (i) either (A) the Guarantor, a Partner or the Partnership shall be
     the surviving corporation or partnership, as the case may be or (B) the
     Person (if other than the Guarantor, a Partner or the Partnership) formed
     by such consolidation or into which the Guarantor, one or more of the
     Partners or the Partnership is merged or the Person which acquires by
     conveyance, transfer or lease the properties and assets of the Guarantor, a
     Partner or the Partnership substantially as an entirety (1) shall be a
     corporation, partnership or trust organized and validly existing under the
     laws of the United States or any state thereof or the District of Columbia
     and (2) shall expressly assume, by an indenture supplemental hereto,
     executed and delivered to the Trustee, in form reasonably satisfactory to
     the Trustee, all of the obligations of the Partnership under the Securities
     and this Indenture, in the case of the Partnership, all of the obligations
     of the Partners as described in Article 13, in the case of the Partners,
     and all of the obligations of the Guarantor under the Guarantee and the
     Indenture, in the case of the Guarantor;

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

          (iii) the Partnership, the Partners or the Guarantor, as applicable,
     have delivered to the Trustee an Officers' Certificate and an Opinion of
     Counsel, each stating that such consolidation, merger, conveyance, transfer
     or lease and, if a supplemental indenture is required in connection with
     such transaction, such supplemental indenture, comply with this Article 5
     and that all conditions precedent herein provided for relating


                                       34
<PAGE>
     to such transaction have been satisfied.

          (b) For purposes of the foregoing, (i) the transfer (by lease,
assignment, sale or otherwise) of the properties and assets of one or more of
the Guarantor's Subsidiaries (other than to the Guarantor or another
Subsidiary), which, if such assets were owned by the Guarantor, would constitute
all or substantially all of the properties and assets of the Guarantor, shall be
deemed to be the transfer of all or substantially all of the properties and
assets of the Guarantor, (ii) the transfer (by lease, assignment, sale or
otherwise) of the properties and assets of one or more of a Partner's
Subsidiaries (other than to RPM Canada or RPM Investment or another Subsidiary
of RPM Canada or RPM Investment), which, if such assets were owned by the
Partner that is the parent of such Subsidiary whose assets are to be
transferred, would constitute all or substantially all of the properties and
assets of such Partner, shall be deemed to be the transfer of all or
substantially all of the properties and assets of such Partner, and (iii) the
transfer (by lease, assignment, sale or otherwise) of the properties and assets
of a Partner to RPM Canada or RPM Investment or RPM UK shall not be deemed to be
a transfer of all or substantially all of the properties and assets of such
transferring Partner.

          (c) The successor person formed by such consolidation or into which
the Guarantor, a Partner or the Partnership is merged, or the successor person
to which such sale, assignment, conveyance, lease, transfer or other disposition
is made, shall succeed to, and be substituted for, and may exercise every right
and power of, the Guarantor, the Partner or Partnership, as applicable, under
this Indenture with the same effect as if such successor had been named as the
Guarantor, the Partner or Partnership, as applicable, herein; and thereafter,
the Partner, the Partnership and the Guarantor, as applicable, shall be
discharged from all obligations and covenants under this Indenture, the
Securities and the Guarantee. Subject to Section 9.06 hereof, the Partners, the
Partnership and the Guarantor, as applicable, the Trustee and the successor
person shall enter into a supplemental indenture to evidence the succession and
substitution of such successor person and such discharge and release of the
Partnership, the Partners and the Guarantor, as applicable.

          SECTION 5.02 Addition of Partners to the Partnership. Each of the
Partners covenants and agrees that no person may join the Partnership (other
than the Partners existing on the date of this Indenture) unless:

          (a) Such person, on the date such person joins the Partnership,
     expressly assumes, by an indenture supplemental hereto, executed and
     delivered to the Trustee, in form reasonably satisfactory to the Trustee,
     all of the undertakings of a Partner under Article 13 of this Indenture;
     and

          (b) Immediately after joining the Partnership, no Default or Event of
     Default and no event that, after giving notice or lapse of time or both,
     would become an Event of Default, shall have occurred and be continuing.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

          SECTION 6.01 Events of Default. An "Event of Default" occurs if:


                                       35
<PAGE>
          (a) the Partnership defaults in the payment of the Principal Amount of
or premium, if any, on any Security when the same becomes due and payable at its
Stated Maturity, upon redemption, upon declaration or otherwise;

          (b) the Partnership defaults in payment of any interest (including
Defaulted Interest, if any) when the same becomes due and payable, which default
continues for 30 days or more;

          (c) the Partners, the Partnership or the Guarantor fail to comply with
any of their respective agreements in the Security, the Guarantee or this
Indenture (other than those referred to in clauses (a) and (b) above) and such
failure continues for at least 60 days after receipt by the Partners, the
Partnership or the Guarantor of a Notice of Default;

          (d) (i) the Guarantor or any of its Subsidiaries defaults in the
scheduled payment of principal of any Indebtedness (after giving effect to any
applicable grace period) and the aggregate principal amount of such payment
defaults at such time exceeds $50,000,000, or (ii) the Guarantor or any of its
Subsidiaries defaults under any Indebtedness, whether such Indebtedness now
exists or is created later, which default results in such Indebtedness being
accelerated or declared due and payable, and the aggregate principal amount of
all Indebtedness so accelerated or so declared due and payable, exceeds
$50,000,000, and such acceleration or declaration has not been rescinded or
annulled within a period of 10 days after receipt by the Partnership or the
Guarantor of a Notice of Default from the Trustee or the Holders specified
below; provided, however, that if any such default specified in (i) or (ii)
shall be cured, waived, rescinded or annulled, then the Event of Default by
reason thereof shall be deemed not to have occurred;

          (e) any final judgment or order for the payment of money in excess of
$50,000,000, either individually or in the aggregate (net of any amounts to the
extent that they are covered by insurance), shall have been rendered against the
Guarantor or any of its Subsidiaries and which shall not have been paid or
discharged, and there shall be any period of 60 consecutive days following the
entry of the final judgment or order that causes the aggregate amount for all
such final judgments or orders outstanding and not paid or discharged against
the Guarantor or any of its Subsidiaries to exceed $50,000,000 during which a
stay of enforcement of such final judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect;

          (f) any Partner, the Partnership, or the Guarantor, as the case may
be, pursuant to or under or within the meaning of any Bankruptcy Law:

          (i)  commences a voluntary case or proceeding;

          (ii) consents to the entry of an order for relief against it in an
               involuntary case or proceeding or the commencement of any case
               against it;

          (iii) consents to the appointment of a Custodian of it or for any
               substantial part of its property;

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


                                       36
<PAGE>
          (v)  files a petition in bankruptcy or answer or consent seeking
               reorganization or relief; or

          (vi) consents to the filing of such petition or the appointment of or
               taking possession by a Custodian;

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

          (i)  is for relief against any of the Partners, the Partnership or the
               Guarantor, as the case may be, in an involuntary case or
               proceeding, or adjudicates any of the Partners, the Partnership
               or the Guarantor, as the case may be, insolvent or bankrupt;

          (ii) appoints a Custodian of any of the Partners, the Partnership or
               the Guarantor, as the case may be, or for any substantial part of
               its property; or

          (iii) orders the winding up or liquidation of any of the Partners, the
               Partnership or the Guarantor, as the case may be;

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

          (h) the Guarantor repudiates its obligations under the Guarantee or
the Guarantee is determined to be unenforceable or invalid or shall for any
reason cease to be in full force and effect; or

          (i) a Partner (or any future partner of the Partnership) repudiates
any of its undertakings under Article 13 of the Indenture or obligations under
the Partnership Agreement, as the case may be.

          A Default under clause (c) or (d)(ii) above is not an Event of Default
until the Trustee notifies the Partners, the Partnership and the Guarantor, or
the Holders of at least 25% in aggregate Principal Amount of the Securities at
the time outstanding notify the Partners, the Partnership and the Guarantor and
the Trustee, of the Default and the Partners, the Partnership and the Guarantor
do not cure such Default (and such Default is not waived) within the time
specified in clause (c) or (d)(ii) above after actual receipt of such notice.
Any such notice must specify the Default, demand that it be remedied and state
that such notice is a "Notice of Default."

          The Partners, the Partnership or the Guarantor, as the case may be,
shall deliver to the Trustee, within 20 Business Days after it becomes aware of
the occurrence of any event which with the giving of notice or the lapse of
time, or both, would become an Event of Default under clause (c), (d), (e), (h)
or (i) above, an Officers' Certificate setting forth the details of such
occurrence, its status and what action the Partner, the Partnership or the
Guarantor, as the case may be, is taking or proposes to take with respect
thereto.

          SECTION 6.02 Acceleration. If an Event of Default (other than an Event
of

                                       37
<PAGE>
Default specified in Section 6.01(f) or (g) in respect of the Partners, the
Partnership and the Guarantor) occurs and is continuing, the Trustee by written
Notice to the Partnership and the Guarantor, or the Holders of at least 25% in
aggregate Principal Amount of the Securities at the time outstanding, by written
Notice to the Partnership, the Guarantor and the Trustee, may declare the
Principal Amount of the Securities and any accrued and unpaid interest including
Additional Amounts through the date of declaration on all the Securities to be
immediately due and payable. Upon such a declaration, such Principal Amount and
such accrued and unpaid interest including Additional Amounts shall be due and
payable immediately. If an Event of Default specified in Section 6.01(f) or (g)
occurs in respect of the Partnership and the Guarantor and is continuing, the
Principal Amount of the Securities and any accrued and unpaid interest on all
the Securities (including Defaulted Interest, if any) and premium, if any, shall
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holders. The Holders of a majority in
aggregate Principal Amount of the Securities at the time outstanding, by written
Notice to the Trustee (and without notice to any other Holder) may rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived, other than the non-payment of the Principal Amount of the Securities and
any accrued and unpaid interest that have become due solely as a result of
acceleration, and if all amounts due to the Trustee under Section 7.07 hereof
have been paid. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

          SECTION 6.03 Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of the Principal Amount and any accrued and unpaid interest on the Securities or
to enforce the performance of any provision of the Securities or this Indenture.
The Trustee may maintain a proceeding even if the Trustee does not possess any
of the Securities or does not produce any of the Securities in the proceeding. A
delay or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of, or acquiescence in, the Event of Default. Except as set
forth in Section 2.10 hereof, no remedy is exclusive of any other remedy. All
available remedies are cumulative.

          SECTION 6.04 Waiver of Past Defaults. (a) Subject to Section 6.02, the
Holders of a majority in aggregate Principal Amount of the Securities at the
time outstanding, by notice to the Trustee (and without notice to any other
Holder), may waive an existing Default and its consequences except:

          (i) an Event of Default described in Section 6.01(a) or (b); or

          (ii) a Default in respect of a provision that under Section 9.02
     cannot be amended without the consent of each Holder affected.

          (b) When a Default is waived, it is deemed cured, but no such waiver
shall extend to any subsequent or other Default or impair any consequent right.
This Section 6.04 shall be in lieu of Section 316(a)1(B) of the TIA and such
Section 316(a)1(B) is hereby expressly excluded from this Indenture, as
permitted by the TIA.


                                       38
<PAGE>
          SECTION 6.05 Control by Majority. The Holders of a majority in
aggregate Principal Amount of the Securities at the time outstanding may direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee or of exercising any trust or power conferred on the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture or that the Trustee determines in good faith is unduly
prejudicial to the rights of other Holders or would involve the Trustee in
personal liability unless the Trustee is offered indemnity satisfactory to it.
This Section 6.05 shall be in lieu of Section 316(a)1(A) of the TIA and such
Section 316(a)1(A) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

          SECTION 6.06 Limitation on Suits. A Holder may not pursue any remedy
with respect to this Indenture or the Securities unless:

          (a) the Holder gives to the Trustee written notice stating that an
Event of Default is continuing;

          (b) the Holders of at least 25% in aggregate Principal Amount of the
Securities at the time outstanding make a written request to the Trustee to
pursue the remedy;

          (c) such Holder or Holders offer to the Trustee security or indemnity
satisfactory to the Trustee against any loss, costs, liability or expense;

          (d) the Trustee does not comply with the request within 60 days after
receipt of such notice, request and offer of security or indemnity; and

          (e) the Holders of a majority in aggregate Principal Amount of the
Securities at the time outstanding do not give the Trustee a direction
inconsistent with the request during such 60-day period.

          A Holder may not use this Indenture to prejudice the rights of any
other Holder or to obtain a preference or priority over any other Holder (it
being understood that the Trustee does not have an affirmative duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such
Holders).

          SECTION 6.07 Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
the Principal Amount of and interest (including Defaulted Interest) and premium,
if any, in respect of the Securities held by such Holder, on or after the
respective due dates expressed in the Securities or on any Redemption Date, if
applicable, or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected adversely without the
consent of such Holder.

          SECTION 6.08 Collection Suit by Trustee. If an Event of Default
described in Section 6.01(a) or (b) hereof occurs and is continuing, the Trustee
may recover judgment in its own name and as trustee of an express trust against
the Partnership for the whole amount owing with respect to the Securities and
the amounts provided for in Section 7.07 hereof.

          SECTION 6.09 Trustee May File Proofs of Claim. (a) In case of the
pendency


                                       39
<PAGE>
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
any Partner, the Partnership or any other obligor upon the Securities or the
property of any Partner, the Partnership or of such other obligor or their
creditors, the Trustee (irrespective of whether the Principal Amount, interest
(including Defaulted Interest, if any) or Redemption Price shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Partnership for the
payment of any such amount) shall be entitled and empowered, by intervention in
such proceeding or otherwise:

          (i) to file and prove a claim for the whole amount of the Principal
     Amount, interest (including Defaulted Interest, if any) or Redemption
     Price, as the case may be, and to file such other papers or documents as
     may be necessary or advisable in order to have the claims of the Trustee
     (including any claim for the reasonable compensation, expenses,
     disbursements and advances of the Trustee, its agents and counsel or any
     other amounts due the Trustee under Section 7.07 hereof) and of the Holders
     allowed in such judicial proceeding; and

          (ii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same,

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof.

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

          SECTION 6.10 Priorities. If the Trustee collects any money pursuant to
this Article 6, it shall pay out the money in the following order:

          FIRST: to the Trustee for amounts due under Section 7.07 hereof;

          SECOND: to Holders for amounts due and unpaid on the Securities for
          the Principal Amount, interest (including Defaulted Interest, if any)
          and the Redemption Price, as the case may be, ratably, without
          preference or priority of any kind, according to such amounts due and
          payable on the Securities; and

          THIRD: the balance, if any, to the Partnership.

          The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.10. At least 15 days before such record date,
the Trustee shall mail to each Holder and the Partnership a notice that states
the record date, the payment date and the


                                       40
<PAGE>
amount to be paid.

          SECTION 6.11 Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant (other than the Trustee) in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.07 or a suit by Holders of more than 10% in aggregate Principal Amount of the
Securities at the time outstanding. This Section 6.11 shall be in lieu of
Section 315(e) of the TIA and such Section 315(e) is hereby expressly excluded
from this Indenture, as permitted by the TIA.

          SECTION 6.12 Waiver of Stay, Extension or Usury Laws. The Partnership
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Partnership from paying all or any portion of the Principal Amount,
interest (including Defaulted Interest, if any) or the Redemption Price, as
contemplated herein, or which may affect the covenants or the performance of
this Indenture; and the Partnership (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                                    ARTICLE 7
                                     TRUSTEE

          SECTION 7.01 Duties of Trustee.

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

          (b) Except during the continuance of an Event of Default:

          (i) the Trustee need perform only those duties that are specifically
     set forth in this Indenture and no implied covenants or obligations shall
     be read into this Indenture against the Trustee; and

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


                                       41
<PAGE>
     requirements of this Indenture, but need not confirm or investigate the
     accuracy of mathematical calculations or other facts stated therein.

     This Section 7.01(b) shall be in lieu of Section 315(a) of the TIA and such
Section 315(a) is hereby expressly excluded from this Indenture, as permitted by
the TIA.

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

          (i) this paragraph (c) does not limit the effect of paragraph (b) of
     this Section 7.01;

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

          (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05 hereof, or exercising any trust or
     power conferred upon the Trustee under this Indenture with respect to the
     Securities.

Subparagraphs (c)(i), (ii) and (iii) of this Section 7.01 shall be in lieu of
Sections 315(d)(1), 315(d)(2) and 315(d)(3) of the TIA and such Sections
315(d)(1), 315(d)(2) and 315(d)(3) are hereby expressly excluded from this
Indenture, as permitted by the TIA.

          (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.01.

          (e) No provision of the Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any liability of any kind in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

          (f) Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
(acting in any capacity hereunder) shall be under no liability for interest on
any money received by it hereunder unless otherwise agreed in writing with the
Partnership.

          (g) 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.

          SECTION 7.02 Rights of Trustee. Subject to its duties and
responsibilities under the provisions of Section 7.01 hereof, and, except as
expressly excluded from this Indenture pursuant to said Section 7.01 hereof,
subject also to its duties and responsibilities under the TIA:


                                       42
<PAGE>
          (a) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

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

          (c) 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;

          (d) the Trustee shall not be liable for any action taken, suffered or
omitted to be taken by it in good faith which it believes to be authorized or
within its rights or powers conferred under this Indenture;

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

          (f) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which may be
incurred therein or thereby;

          (g) any request or direction of the Partnership mentioned herein shall
be sufficiently evidenced by a Partnership Order and any resolution of the Board
of Directors may be sufficiently evidenced by a resolution of the Board of
Directors;

          (h) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Partnership, personally or by agent or
attorney at the sole cost of the Partnership and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation;

          (i) 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


                                       43
<PAGE>
damage and regardless of the form of action;

          (j) 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 a Responsible Officer of the Trustee at the Corporate
Trust Office, and such notice references the Securities and this Indenture;

          (k) 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 to each agent, custodian and other Person employed to act
hereunder;

          (l) the Trustee may request that the Partnership deliver a certificate
setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture; and

          (m) the permissive rights of the Trustee to do things enumerated in
this Indenture shall not be construed as duties.

          SECTION 7.03 Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Partnership or its Affiliates with the same
rights it would have if it were not Trustee. Any Paying Agent, Registrar or
co-registrar may do the same with like rights. However, the Trustee must comply
with Sections 7.10 and 7.11 hereof.

          SECTION 7.04 Trustee's Disclaimer. The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Partnership's use or application of the proceeds from the
Securities, it shall not be responsible for any statement in the Indenture or
the Securities (other than its certificate of authentication), or the
determination as to which beneficial owners are entitled to receive any notices
hereunder.

          SECTION 7.05 Notice of Defaults. If a Default occurs and if it is
known to a Responsible Officer of the Trustee, the Trustee shall give to each
Holder notice of the Default within 90 days after such Responsible Officer
obtains knowledge of such Default unless such Default shall have been cured or
waived before the giving of such notice. Except in the case of a Default
described in Section 6.01(a) or (b) hereof, the Trustee may withhold the notice
if and so long as a Responsible Officer in good faith determines that
withholding the notice is in the interests of Holders. The second sentence of
this Section 7.05 shall be in lieu of the proviso to Section 315(b) of the TIA
and such proviso is hereby expressly excluded from this Indenture, as permitted
by the TIA. The Trustee shall not be deemed to have knowledge of a Default
unless a Responsible Officer of the Trustee has received written notice of such
Default.

          SECTION 7.06 Reports by Trustee to Holders. Within 60 days after each
July 31 beginning with the July 31 following the date of this Indenture, the
Trustee shall mail to each Holder a brief report dated as of such July 31 that
complies with TIA Section 313(a), if required by such Section 313(a). The
Trustee also shall comply with TIA Section 313(b).


                                       44
<PAGE>
          SECTION 7.07 Compensation and Indemnity. The Partnership and the
Guarantor, jointly and severally, agree:

          (a) to pay to the Trustee from time to time such compensation as the
Partners and the Trustee shall from time to time agree in writing for all
services rendered by it hereunder (which compensation shall not be limited (to
the extent permitted by law) by any provision of law in regard to the
compensation of a trustee of an express trust);

          (b) 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, advances and disbursements of its agents and counsel), except any
such expense, disbursement or advance as shall be determined to have been caused
by its own negligence or willful misconduct; and

          (c) to indemnify each of the Trustee or, if applicable, any
predecessor Trustee, and its agents for, and to hold them harmless against, any
and all loss, damage, claims, liability or expense (including reasonable
attorney's fees and expenses and taxes (other than taxes based upon, measured by
or determined by the income of the Trustee)) incurred without negligence or bad
faith on their part, arising out of or in connection with the acceptance or
administration of this trust, including the reasonable costs and expenses of
defending itself against any claim (whether asserted by the Partners, the
Partnership or any Holder or any other Person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder.

          To secure the Partnership's payment obligations in this Section 7.07,
the Holders shall have been deemed to have granted to the Trustee a lien prior
to the Securities on all money or property held or collected by the Trustee,
except that held in trust to pay the Principal Amount, Redemption Price and
interest (including Defaulted Interest, if any), as the case may be, on
particular Securities.

          The Partnership's payment obligations pursuant to this Section 7.07
shall survive the discharge of this Indenture and the resignation or removal of
the Trustee. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.01(f) or (g) hereof, the expenses including the
reasonable charges and expenses of its counsel, are intended to constitute
expenses of administration under any Bankruptcy Law.

          SECTION 7.08 Replacement of Trustee. The Trustee may resign by so
notifying the Partnership; provided, however, that no such resignation shall be
effective until a successor Trustee has accepted its appointment pursuant to
this Section 7.08. The Holders of a majority in aggregate Principal Amount of
the Securities at the time outstanding may remove the Trustee by so notifying
the Trustee and the Partnership. The Partnership shall remove the Trustee if:

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

          (b) the Trustee is adjudged bankrupt or insolvent;

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


                                       45
<PAGE>
          (d) the Trustee otherwise becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Partnership shall promptly appoint, by
resolution of its Board of Directors, a successor Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Partnership satisfactory in form
and substance to the retiring Trustee and the Partnership. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall, upon payment of its charges
hereunder, promptly transfer all property held by it as Trustee to the successor
Trustee, subject to the lien provided for in Section 7.07 hereof.

          If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Partnership or
the Holders of a majority in aggregate Principal Amount of the Securities at the
time outstanding may petition any court of competent jurisdiction at the expense
of the Partnership for the appointment of a successor Trustee.

          If the Trustee fails to comply with Section 7.10 hereof, any Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

          SECTION 7.09 Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.

          SECTION 7.10 Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Sections 310(a)(1) and 310(b). The Trustee
(or its parent holding company) shall have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of
condition. Nothing herein contained shall prevent the Trustee from filing with
the Commission the application referred to in the penultimate paragraph of TIA
Section 310(b).

          SECTION 7.11 Preferential Collection of Claims Against Partnership.
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.


                                       46
<PAGE>
                                    ARTICLE 8
                             DISCHARGE OF INDENTURE

          SECTION 8.01 Discharge of Liability on Securities. When (a) the
Partnership delivers to the Trustee all outstanding Securities (other than
Securities replaced pursuant to Section 2.10 hereof) for cancellation or (b) all
outstanding Securities have become due and payable and the Partnership
irrevocably deposits with the Trustee or the Paying Agent (if the Paying Agent
is not the Partnership or any of its Affiliates) cash sufficient to pay all
amounts due and owing on all outstanding Securities (other than Securities
replaced pursuant to Section 2.10 hereof), and if in either case the Partnership
pays all other sums payable hereunder by the Partnership, then this Indenture
shall, upon a Partnership Order, subject to Section 7.07 hereof, cease to be of
further effect. The Trustee shall join in the execution of a document prepared
by the Partnership acknowledging satisfaction and discharge of this Indenture on
demand of the Partnership accompanied by an Officers' Certificate and Opinion of
Counsel and at the cost and expense of the Partnership.

          SECTION 8.02 Repayment to the Partnership. The Trustee and the Paying
Agent shall return to the Partnership upon written request of the Partnership
any money or securities held by them for the payment of any amount with respect
to the Securities that remains unclaimed for two years, subject to applicable
unclaimed property law. After return to the Partnership, Holders entitled to the
money or securities must look to the Partnership for payment as general
creditors unless an applicable abandoned property law designates another person
and the Trustee and the Paying Agent shall have no further liability to the
Holders with respect to such money or securities for that period commencing
after the return thereof.

                                    ARTICLE 9
                                   AMENDMENTS

          SECTION 9.01 Without Consent of Holders. The Partnership and the
Trustee may amend this Indenture or the Securities without the consent of any
Holder:

          (a) to cure any ambiguity, defect or inconsistency, or make any other
changes in the provisions of this Indenture which the Partnership, the Guarantor
and the Trustee may deem necessary or desirable; provided that such amendment
does not materially and adversely affect rights of the Holders under this
Indenture;

          (b) to comply with Article 5 hereof;

          (c) to evidence and provide for the acceptance of appointment of a
successor Trustee;

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

          (e) to modify the restrictions on, and procedures for, resale and
other transfers of securities pursuant to law, regulation or practice relating
to the resale or transfer of restricted Securities generally;


                                       47
<PAGE>
          (f) to secure the Securities or Guarantee, add to the covenants of the
Partnership or the Guarantor for the benefit of the Holders of the Securities or
surrender any right or power conferred upon the Partnership or the Guarantor; or

          (g) to provide for the issuance of additional Securities in accordance
with this Indenture,

it being understood that any amendment described in clause (a) of this Section
9.01 made solely to conform this Indenture to the final offering memorandum
related to the Securities provided to investors in connection with the initial
offering of the Securities will be deemed not to adversely affect the rights or
interests of Holders.

          SECTION 9.02 With Consent of Holders. With the written consent of the
Holders of at least a majority in aggregate Principal Amount of the Securities
at the time outstanding (including consents obtained in connection with any
tender offer or exchange offer for the Securities), the Partnership and the
Trustee may amend this Indenture or the Securities. However, without the consent
of each Holder affected, an amendment to this Indenture or the Securities may
not:

          (a) reduce the percentage in Principal Amount of Securities whose
Holders must consent to any amendment or supplement to or waiver of any
provisions of this Indenture;

          (b) reduce the Principal Amount of, or premium on, or change the
Stated Maturity of, any Security, or alter the provisions with respect to the
redemption of the Securities (including reducing the Redemption Price of any
Security);

          (c) reduce the rate or amount of or change the time for payment of
interest (including Additional Amounts, if any) on any Security;

          (d) waive a Default or Event of Default in the payment of the
Principal Amount of or interest (including Defaulted Interest, if any) or
premium, if any, on the Securities (except a rescission of acceleration of the
Securities by the Holders of at least a majority in aggregate Principal Amount
of the Securities then outstanding and a waiver of the payment default that
resulted from such acceleration);

          (e) make any Security payable in money or securities other than that
stated in the Security and this Indenture;

          (f) make any change in Section 6.04 hereof;

          (g) modify or change any provision of this Indenture affecting the
ranking of the Securities or the Guarantee in a manner adverse to the Holders of
the Securities;

          (h) release the Guarantor from any of its obligations under the
Guarantee or this Indenture other than in accordance with the provisions of this
Indenture, or amend or modify any provisions relating to such release;

          (i) release either or both of the Partners from any of their
undertakings under


                                       48
<PAGE>
Article 13 of the Indenture other than in accordance with the provisions of this
Indenture, or amend or modify any provisions relating to such release; or

          (j) make any change to the abilities of any Holder to enforce its
rights under this Indenture or the foregoing provision or this provision.

          It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof. After an
amendment under this Section 9.02 becomes effective, the Partnership shall mail
to each Holder a notice briefly describing the amendment.

          SECTION 9.03 Compliance with TIA. Every supplemental indenture
executed pursuant to this Article 9 shall comply with the TIA.

          SECTION 9.04 Revocation and Effect of Consents, Waivers and Actions.
Until an amendment, consent, waiver or other action by Holders becomes
effective, a consent thereto by a Holder hereunder is a continuing consent by
the Holder and every subsequent Holder of that Security or portion of the
Security that evidences the same obligation as the consenting Holder's Security,
even if notation of the amendment, consent, waiver or other action is not made
on the Security. However, any such Holder or subsequent Holder may revoke the
consent as to such Holder's Security or portion of the Security if the Trustee
receives the notice of revocation before the date as of which the amendment,
consent, waiver or action is made effective. After an amendment, consent, waiver
or action becomes effective, it shall bind every Holder.

          SECTION 9.05 Trustee to Sign Supplemental Indentures. The Trustee
shall sign any supplemental indenture authorized pursuant to this Article 9 if
the amendment contained therein does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign such supplemental indenture. In signing such supplemental indenture
the Trustee shall receive, and (subject to the provisions of Section 7.01
hereof) shall be fully protected in conclusively relying upon, in addition to
the documents required by Section 12.04 hereof, an Officers' Certificate and an
Opinion of Counsel stating that such amendment is authorized or permitted by
this Indenture.

          SECTION 9.06 Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

                                   ARTICLE 10
                              PAYMENTS OF INTEREST

          SECTION 10.01 Interest Payments. (a) Interest on any Security shall be
payable in cash, to the person in whose name that Security is registered (as
reflected on the register maintained by the Registrar) at the close of business
on the Regular Record Date immediately preceding the relevant Interest Payment
Date, at the office or agency of the Partnership maintained for such purpose.
Interest shall be computed on the basis of a 360-day


                                       49
<PAGE>
year of twelve 30-day months. For purposes of the Interest Act (Canada),
whenever any interest under this Indenture is calculated using a rate based on a
year of 360 days, such rate used pursuant to such calculation, when expressed as
an annual rate, is equivalent to (x) the applicable rate based on a year of 360
days, multiplied by (y) the actual number of days in the calendar year in which
the period for which such interest is payable ends, and divided by 360.

          (b) In the case of a permanent Global Security, principal and interest
(including Defaulted Interest, if any) on any applicable payment date shall be
paid by wire transfer in immediately available funds in accordance with the
written wire transfer instruction supplied by the Holder from time to time to
the Trustee and Paying Agent (if other than the Trustee) at least two Business
Days prior to the applicable Regular Record Date; provided that any payment to
the Depositary, with respect to that portion of such permanent Global Security
held for its account by Cede & Co. for the purpose of permitting such party to
credit the interest received by it in respect of such permanent Global Security
to the accounts of the beneficial owners thereof, shall be paid by wire transfer
in immediately available funds in accordance with the wire transfer instruction
supplied by the Depositary or its nominee from time to time to the Trustee and
Paying Agent (if other than the Trustee). In the case of a Certificated
Security, interest on any applicable payment date will be paid by wire transfer
of immediately available funds to the accounts specified by the Holders thereof
located in the United States if the Trustee shall have received proper wire
transfer instructions from such payee not later than the related Regular Record
Date or, if no account is specified, by mailing a check to that Holder's
registered address as reflected on the register maintained by the Registrar.

          (c) If the Stated Maturity or any Interest Payment Date falls on a day
that is not a Business Day, the required payment of the Principal Amount of and
interest on the Securities will be made on the next succeeding Business Day as
if made on the date that the payment was due and no interest will accrue on that
payment from the period from and after the Stated Maturity or the Interest
Payment Date, as the case may be, to the date of payment on the next succeeding
Business Day.

          SECTION 10.02 Defaulted Interest. Except as otherwise specified with
respect to the Securities, any interest on any Security that is payable, but is
not punctually paid or duly provided for, within 30 days following any
applicable payment date (herein called "Defaulted Interest," which term shall
include any accrued and unpaid interest that has accrued on such defaulted
amount at the same interest rate as set forth in the Securities), shall be paid
by the Partnership, at its election in each case (x) to the Holder as of Special
Record Date, as determined in accordance with clause (a) below, or (y) in the
manner set forth in clause (b) below:

          (a) The Partnership may elect to make payment of any Defaulted
Interest to the persons in whose names the Securities are registered at the
close of business on a special record date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Partnership shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be
paid on each Security and the date of the proposed payment (which shall not be
less than 20 days after such notice is received by the Trustee), and at the same
time the Partnership shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory


                                       50
<PAGE>
to the Trustee for such deposit on or prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the persons
entitled to such Defaulted Interest as in this clause provided. Thereupon the
Trustee shall fix a special record date (the "Special Record Date") for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Partnership of such Special Record Date and,
in the name and at the expense of the Partnership, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor
to be mailed, first-class postage prepaid, to each Holder at his address as it
appears on the list of Holders set forth in the Security register maintained by
the Registrar not less than 10 days prior to such Special Record Date. Notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been mailed as aforesaid, such Defaulted Interest shall be paid
to the persons in whose names the Securities are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following clause (b) of this Section 10.02.

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

          SECTION 10.03 Interest Rights Preserved. Subject to the foregoing
provisions of this Article 10 and Section 2.09 hereof, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other Security shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.

                                   ARTICLE 11
                             GUARANTEE OF SECURITIES

          SECTION 11.01 Full and Unconditional Guarantee. Subject to the
provisions of this Article 11, the Guarantor shall hereby fully and
unconditionally and irrevocably guarantee, on an unsubordinated basis (the
Guarantee by the Guarantor to be referred to as the "Guarantee") to each Holder
of a Security authenticated and delivered by the Trustee and to the Trustee,
irrespective of the validity and enforceability of this Indenture, the
Securities or the obligations of the Partnership or any other Guarantor to the
Holders or the Trustee hereunder or thereunder, that: (a) the principal of,
premium, if any, and interest on the Securities shall be duly and punctually
paid in full when due, whether at maturity, upon redemption at the option of
Holders pursuant to the provisions of the Securities relating thereto, by
acceleration or otherwise, and interest on the overdue principal and (to the
extent permitted by law) interest, if any, on the Securities and all other
obligations of the Partnership to the Holders or the Trustee hereunder
(including amounts due the Trustee) and all other obligations shall be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and (b) in case of any extension of time of payment or renewal of any Securities
or any of such other obligations, the same shall be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal,
whether at maturity, by acceleration or otherwise. Failing payment when due of
any amount so guaranteed, or failing performance of any other obligation of the
Partnership to the


                                       51
<PAGE>
Holders or the Trustee under this Indenture or under the Securities, for
whatever reason, the Guarantor shall be obligated to pay, or to perform or cause
the performance of, the same immediately. An Event of Default under this
Indenture or the Securities shall constitute an event of default under the
Guarantee and shall entitle the Trustee and the Holders of Securities to
accelerate the obligations of the Guarantor hereunder in the same manner and to
the same extent as the obligations of the Partnership.

          The Guarantor hereby agrees that its obligations hereunder shall be
full and unconditional, irrespective of the validity, regularity or
enforceability of the Securities or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Securities with
respect to any provisions hereof or thereof, any release of any other Guarantor,
the recovery of any judgment against the Partners or the Partnership, as the
case may be, any action to enforce the same, or any other circumstance which
might otherwise constitute a legal or equitable discharge or defense of the
Guarantor. The Guarantor hereby waives the benefit of diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Partnership, any right to require a proceeding first against
the Partnership, protest, notice and all demands whatsoever and covenants that
its Guarantee shall not be discharged except by complete performance of the
obligations contained in the Securities, this Indenture and the Guarantee. The
Guarantee is the Guarantee of payment and not of collection. If any Holder or
the Trustee is required by any court or otherwise to return to the Partners, the
Partnership or to the Guarantor, or any custodian, trustee, liquidator or other
similar official acting in relation to such Partners, Partnership or the
Guarantor, any amount paid by such Partner, Partnership or the Guarantor to the
Trustee or such Holder, the Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect. The Guarantor shall hereby further
agree that, as between it, on the one hand, and the Holders of Securities and
the Trustee, on the other hand, (a) subject to this Article 11, the maturity of
the obligations guaranteed hereby may be accelerated as provided in Article 6
hereof for the purposes of the Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (b) in the event of any acceleration of such obligations
as provided in Article 6 hereof, such obligations (whether or not due and
payable) shall forthwith become due and payable by the Guarantor for the purpose
of the Guarantee.

          No Affiliate, stockholder, officer, director, limited liability
company member or employee, past, present or future, of the Guarantor, as such,
shall have any personal liability under the Guarantor's Guarantee by reason of
his, her or its status as such Affiliate, stockholder, officer, director,
limited liability company member or employee. Each Holder, by accepting the
Securities, waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of the Securities.

          SECTION 11.02 Limitations on Guarantee. The obligations of the
Guarantor under its Guarantee shall be limited to the maximum amount which,
after giving effect to all other contingent and fixed liabilities of the
Guarantor or pursuant to its contribution obligations under this Indenture,
shall result in the obligations of the Guarantor under the Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under the laws of
the jurisdiction in which the Guarantor is organized.


                                       52
<PAGE>
          SECTION 11.03 Execution and Delivery of Guarantee. To further evidence
the Guarantee set forth in Section 11.01, the Guarantor hereby agrees that a
notation of its Guarantee, substantially in the form of Exhibit C hereto, shall
be endorsed on each Security authenticated and delivered by the Trustee. The
Guarantee of the Guarantor shall be executed on behalf of the Guarantor by
either manual or facsimile signature of two Officers of the Guarantor or by one
Officer in the event the Guarantor has a Board of Directors, each of whom, in
each case, shall have been duly authorized to so execute by all requisite
corporate action. The validity and enforceability of the Guarantee shall not be
affected by the fact that it is not affixed to any particular Security.

          The Guarantor hereby agrees that its Guarantee set forth in Section
11.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Security a notation of the Guarantee.

          If an Officer of the Guarantor whose signature is on this Indenture or
the Guarantee no longer holds that office at the time the Trustee authenticates
the Security on which the Guarantee is endorsed or at any time thereafter, the
Guarantor's Guarantee of such Security shall nevertheless be valid.

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

          SECTION 11.04 Waiver of Subrogation. Until this Indenture is
discharged and all of the Securities are discharged and paid in full, the
Guarantor hereby irrevocably waives and agrees not to exercise any claim or
other rights which it may now or hereafter acquire against the Partnership that
arise from the existence, payment, performance or enforcement of the
Partnership's obligations under the Securities or this Indenture and the
Guarantor's obligations under its Guarantee and this Indenture, in any such
instance, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution, indemnification, and any right to
participate in any claim or remedy of the Holders against the Partnership,
whether or not such claim, remedy or right arises in equity, or under contract,
statute or common law, including, without limitation, the right to take or
receive from the Partners or Partnership, as the case may be, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim or other rights. If any amount
shall be paid to the Guarantor in violation of the preceding sentence and any
amounts owing to the Trustee or the Holders of Securities under the Securities,
this Indenture, or any other document or instrument delivered under or in
connection with such agreements or instruments, shall not have been paid in
full, such amount shall have been deemed to have been paid to the Guarantor for
the benefit of, and held in trust for the benefit of, the Trustee or the Holders
and shall forthwith be paid to the Trustee for the benefit of itself or such
Holders to be credited and applied to the obligations in favor of the Trustee or
the Holders, as the case may be, whether matured or unmatured, in accordance
with the terms of this Indenture. The Guarantor acknowledges that it shall
receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that the waiver set forth in this Section
11.04 is knowingly made in contemplation of such benefits.


                                       53
<PAGE>
          SECTION 11.05 Release of the Guarantor. The obligations of the
Guarantor shall be released upon the termination of the Indenture. The Trustee
shall deliver an appropriate instrument evidencing the release of a Guarantor
upon receipt of a request by and at the expense of the Partnership accompanied
by an Officers' Certificate and an Opinion of Counsel certifying as to the
compliance with this Section 11.05; provided, however, that the legal counsel
delivering such Opinion of Counsel may rely as to matters of fact on one or more
Officers' Certificates of such Partnership or the Guarantor. The Trustee shall
execute any documents reasonably requested by the Partnership or the Guarantor
in order to evidence the release of the Guarantor from its obligations under its
Guarantee.

          SECTION 11.06 Immediate Payment. The Guarantor hereby agrees to make
immediate payment to the Trustee, on behalf of the Holders or itself, of all
obligations due and owing or payable to the respective Holders or the Trustee
upon receipt of a demand for payment therefor by the Trustee to the Guarantor in
writing.

          SECTION 11.07 No Set-Off. The payment to be made by the Guarantor
hereunder in respect of the obligations shall be payable in the currency or
currencies in which such obligations are denominated, and shall be made without
set-off, counterclaim, reduction or diminution of any kind or nature.

          SECTION 11.08 Obligations Absolute. The obligations of the Guarantor
hereunder are and shall be absolute and unconditional and any monies or amounts
expressed to be owing or payable by the Guarantor hereunder shall be recoverable
from the Guarantor as a primary obligor and principal debtor in respect thereof.

          SECTION 11.09 Obligations Continuing. The obligations of the Guarantor
hereunder shall be continuing and shall remain in full force and effect until
all the obligations have been paid and satisfied in full. The Guarantor hereby
agrees with the Trustee that it shall from time to time deliver to the Trustee
suitable acknowledgments of its continued liability hereunder and under any
other instrument or instruments in such form as the Trustee or counsel to the
Trustee may advise and as will prevent any action brought against it in respect
of any default hereunder being barred by any statute of limitations now or
hereafter in force and, in the event of the failure of the Guarantor so to do,
it hereby irrevocably appoints the Trustee the attorney and agent of the
Guarantor to make, execute and deliver such written acknowledgment or
acknowledgments or other instruments as may from time to time become necessary
or advisable, in the judgment of the Trustee on the advice of counsel, to fully
maintain and keep in force the liability of the Guarantor hereunder and under
its Guarantee.

          SECTION 11.10 Obligations Not Reduced. The obligations of the
Guarantor hereunder shall not be satisfied, reduced or discharged solely by the
payment of such principal, premium, if any, interest, fees and other monies or
amounts as may at any time prior to discharge of this Indenture pursuant to
Article 8 be or become owing or payable under or by virtue of or otherwise in
connection with the Securities or this Indenture.

          SECTION 11.11 Obligations Reinstated. The obligations of the Guarantor
hereunder shall continue to be effective or shall be reinstated, as the case may
be, if at any time any payment which would otherwise have reduced the
obligations of the Guarantor hereunder


                                       54
<PAGE>
(whether such payment shall have been made by or on behalf of the Partners, the
Partnership or by or on behalf of the Guarantor) is rescinded or reclaimed from
any of the Holders upon the insolvency, bankruptcy, liquidation or
reorganization of the Partners, Partnership or the Guarantor or otherwise, all
as though such payment had not been made. If demand for, or acceleration of the
time for, payment by the Partnership is stayed upon the insolvency, bankruptcy,
liquidation or reorganization of such Partnership, all such Indebtedness
otherwise subject to demand for payment or acceleration shall nonetheless be
payable by the Guarantor as provided herein.

          SECTION 11.12 Obligations Not Affected. The obligations of the
Guarantor hereunder shall not be affected, impaired or diminished in any way by
any act, omission, matter or thing whatsoever, occurring before, upon or after
any demand for payment hereunder (and whether or not known or consented to by
the Guarantor or any of the Holders) which, but for this provision, might
constitute a whole or partial defense to a claim against the Guarantor hereunder
or might operate to release or otherwise exonerate the Guarantor from any of its
obligations hereunder or otherwise affect such obligations, whether occasioned
by default of any of the Holders or otherwise, including, without limitation:

          (i) any limitation of status or power, disability, incapacity or other
     circumstance relating to the Partners, the Partnership or any other Person,
     including any insolvency, bankruptcy, liquidation, reorganization,
     readjustment, composition, dissolution, winding-up or other proceeding
     involving or affecting the Partners, the Partnership or any other Person;

          (ii) any irregularity, defect, unenforceability or invalidity in
     respect of any indebtedness or other obligation of the Partners, the
     Partnership or any other Person under this Indenture, the Securities or any
     other document or instrument;

          (iii) any failure by the Partnership, whether or not without fault on
     its part, to perform or comply with any of the provisions of this Indenture
     or the Securities, or to give notice thereof to the Guarantor;

          (iv) the taking or enforcing or exercising or the refusal or neglect
     to take or enforce or exercise any right or remedy from or against the
     Partners, the Partnership or any other Person or their respective assets or
     the release or discharge of any such right or remedy;

          (v) the granting of time, renewals, extensions, compromises,
     concessions, waivers, releases, discharges and other indulgences to the
     Partners, the Partnership or any other Person;

          (vi) any change in the time, manner or place of payment of, or in any
     other term of, any of the Securities, or any other amendment, variation,
     supplement, replacement or waiver of, or any consent to departure from, any
     of the Securities or this Indenture, including, without limitation, any
     increase or decrease in the principal amount of or premium, if any, or
     interest on any of the Securities;

          (vii) any change in the ownership, control, name, objects, businesses,
     assets,


                                       55
<PAGE>
     capital structure or constitution of any Partner, the Partnership or the
     Guarantor;

          (viii) any merger or amalgamation of any Partner, the Partnership or
     the Guarantor with any Person or Persons;

          (ix) the occurrence of any change in the laws, rules, regulations or
     ordinances of any jurisdiction by any present or future action of any
     governmental authority or court amending, varying, reducing or otherwise
     affecting, or purporting to amend, vary, reduce or otherwise affect, any of
     the obligations of the Guarantor under its Guarantee; and

          (x) any other circumstance that might otherwise constitute a legal or
     equitable discharge or defense of the Partnership under this Indenture or
     the Securities or of another Guarantor in respect of its Guarantee
     hereunder;

provided that the provisions of this Section 11.12 are not intended to affect in
any way any release of the Guarantor in accordance with the provisions of
Section 11.05.

          SECTION 11.13 Waiver. Without in any way limiting the provisions of
Section 11.01 hereof, the Guarantor hereby waives notice of acceptance hereof,
notice of any liability of the Guarantor hereunder, notice or proof of reliance
by the Holders upon the obligations of the Guarantor hereunder, and diligence,
presentment, demand for payment on the Partnership, protest, notice of dishonor
or non-payment of any of the obligations, or other notice or formalities to the
Partnership or the Guarantor of any kind whatsoever.

          SECTION 11.14 No Obligation to Take Action Against Any Partners or the
Partnership. Neither the Trustee nor any other Person shall have any obligation
to enforce or exhaust any rights or remedies or to take any other steps under
any security for the obligations against any Partner, the Partnership, or any
other Person or any property of any such Partner, the Partnership or any other
Person before the Trustee or any other Person is entitled to demand payment and
performance by the Guarantor of any or all of its liabilities and obligations
under the Guarantee or under this Indenture.

          SECTION 11.15 Dealing with the Partnership and Others. The Holders,
without releasing, discharging, limiting or otherwise affecting in whole or in
part the obligations and liabilities of the Guarantor and without the consent of
or notice to the Guarantor, may:

          (i) grant time, renewals, extensions, compromises, concessions,
     waivers, releases, discharges and other indulgences to the Partners, the
     Partnership or any other Person;

          (ii) take or abstain from taking security or collateral from the
     Partners, the Partnership or from perfecting security or collateral of the
     Partnership;

          (iii) release, discharge, compromise, realize, enforce or otherwise
     deal with or do any act or thing in respect of (with or without
     consideration) any and all collateral, mortgages or other security given by
     the Partnership or any third party with respect to the obligations or
     matters contemplated by this Indenture or the Securities;


                                       56
<PAGE>
          (iv) accept compromises or arrangements from the Partnership;

          (v) apply all monies at any time received from the Partnership or from
     any security upon such part of the obligations as the Holders may see fit
     or change any such application in whole or in part from time to time as the
     Holders may see fit; and

          (vi) otherwise deal with, or waive or modify their right to deal with,
     the Partnership and all other Persons and any security as the Holders or
     the Trustee may see fit.

          SECTION 11.16 Default and Enforcement. If the Guarantor fails to pay
in accordance with Section 11.06 hereof, the Trustee may proceed in its name as
trustee hereunder in the enforcement of the Guarantee and the Guarantor's
obligations thereunder and hereunder by any remedy provided by law, whether by
legal proceedings or otherwise, and to recover from the Guarantor the
obligations.

          SECTION 11.17 Amendment. No amendment, modification or waiver of any
provision of this Indenture relating to the Guarantor or consent to any
departure by the Guarantor or any other Person from any such provision shall in
any event be effective unless it is signed by the Guarantor and the Trustee.

          SECTION 11.18 Acknowledgment. The Guarantor hereby acknowledges
communication of the terms of this Indenture and the Securities and hereby
consents to and approves of the same.

          SECTION 11.19 Costs and Expenses. The Guarantor shall pay on demand by
the Trustee any and all costs, fees and expenses (including, without limitation,
legal fees on a solicitor and client basis) reasonably incurred by the Trustee,
their agents, advisors and counsel or any of the Holders in enforcing any of
their rights under any Guarantee.

          SECTION 11.20 No Merger or Waiver; Cumulative Remedies. No Guarantee
shall operate by way of merger of any of the obligations of the Guarantor under
any other agreement, including, without limitation, this Indenture. No failure
to exercise and no delay in exercising, on the part of the Trustee or the
Holders, any right, remedy, power or privilege hereunder or under this Indenture
or the Securities, shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder or under
this Indenture or the Securities preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges in the Guarantee and under this Indenture, the
Securities and any other document or instrument between the Guarantor and/or the
Partnership and the Trustee are cumulative and not exclusive of any rights,
remedies, powers and privilege provided by law.


                                       57
<PAGE>
          SECTION 11.21 Survival of Obligations. Without prejudice to the
survival of any of the other obligations of the Guarantor hereunder, the
obligations of the Guarantor under Section 11.01 shall survive the payment in
full of the obligations under the Securities, but only if and to the extent such
payment is avoided, and in such case shall be enforceable against the Guarantor
to the same extent as prior to any such payment and without regard to and
without giving effect to any defense, right of offset or counterclaim available
to or which may be asserted by the Partnership or the Guarantor.

          SECTION 11.22 Guarantee in Addition to Other Obligations. The
obligations of the Guarantor under its Guarantee and this Indenture are in
addition to and not in substitution for any other obligations to the Trustee or
to any of the Holders in relation to this Indenture or the Securities and the
Guarantee or security at any time held by or for the benefit of any of them.

          SECTION 11.23 Severability. Any provision of this Article 11 which is
prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction unless its removal would substantially defeat the basic
intent, spirit and purpose of this Indenture and this Article 11.

          SECTION 11.24 Successors and Assigns. The Guarantee shall be binding
upon and inure to the benefit of the Guarantor and the Trustee and the Holders
and their respective successors and permitted assigns, except that the Guarantor
may not assign any of its obligations hereunder or thereunder, except as
otherwise permitted in this Indenture.

                                   ARTICLE 12
                                  MISCELLANEOUS

          SECTION 12.01 TIA Controls. If any provision of this Indenture limits,
qualifies, or conflicts with another provision which is required to be included
in this Indenture by the TIA, the required provision shall control.

          SECTION 12.02 Notices. (a) Any request, demand, authorization, notice,
waiver, consent or communication shall be in writing and delivered in person or
delivery by courier guaranteeing overnight delivery or mailed by first-class
mail, postage prepaid, addressed as follows or transmitted by facsimile
transmission (confirmed by guaranteed overnight courier) to the following
facsimile numbers:

          if to the Partnership, the Partners or the Guarantor, to:

          RPM INTERNATIONAL INC.
          P.O. Box 777
          2628 Pearl Road
          Medina, Ohio 44528
          Attention: General Counsel
          Telephone: (330) 273-8883
          Facsimile: (330) 225-6574

          with a copy of any notice given pursuant to Article 6 hereof to:


                                       58
<PAGE>
          Calfee, Halter & Griswold LLP
          1400 McDonald Investment Center
          800 Superior Avenue
          Cleveland, Ohio 44114
          Attention: Edward W. Moore
          Telephone: (216) 622-8217
          Facsimile: (216) 241-0816

          if to the Trustee, to:

          The Bank of New York Trust Company, N.A.
          2 North LaSalle Street, Suite 1020
          Chicago, Illinois 60602
          Attention: Corporate Trust Administration
          Facsimile: (212) 827-8542

          (b) The Partnership or the Trustee by notice given to the other in the
manner provided above may designate additional or different addresses for
subsequent notices or communications.

          (c) Any notice or communication given to a Holder shall be mailed to
the Holder, by first-class mail, postage prepaid, at the Holder's address as it
appears on the registration books of the Registrar and shall be sufficiently
given if so mailed within the time prescribed.

          (d) Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not received by the addressee.

          (e) If the Partners or Partnership mails a notice or communication to
the Holders, it shall mail a copy to the Trustee and each Registrar,
co-registrar and Paying Agent.

          SECTION 12.03 Communication by Holders with Other Holders. Holders may
communicate pursuant to TIA Section 312(b) with other Holders with respect to
their rights under this Indenture or the Securities. The Partners, the
Partnership, the Trustee, the Registrar and the Paying Agent and anyone else
shall have the protection of TIA Section 312(c).

          SECTION 12.04 Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Partnership to the Trustee to take any action
under this Indenture, the Partnership shall furnish to the Trustee:

          (a) an Officers' Certificate stating, as set forth in Section 12.05,
that, in the opinion of the signers, all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with;
and

          (b) an Opinion of Counsel stating that, in the opinion of such
counsel, such actions are authorized or permitted by this Indenture and that all
such conditions precedent have been complied with.


                                       59
<PAGE>
          SECTION 12.05 Statements Required in Certificate or Opinion. Each
Officers' Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include to the extent
required by the Trustee:

          (a) a statement that each person making such Officers' Certificate or
Opinion of Counsel 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 Officers'
Certificate or Opinion of Counsel are based;

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

          (d) a statement that, in the opinion of such person, such covenant or
condition has been complied with.

          SECTION 12.06 Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

          SECTION 12.07 Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Holders. The
Registrar and the Paying Agent may make reasonable rules for their functions.

          SECTION 12.08 Legal Holidays. A "Legal Holiday" is any day other than
a Business Day. If any specified date (including a date for giving notice) is a
Legal Holiday, the action shall be taken on the next succeeding day that is not
a Legal Holiday, and, if the action to be taken on such date is a payment in
respect of the Securities, no Original Issue Discount or interest, if any, shall
accrue for the intervening period.

          SECTION 12.09 GOVERNING LAW; WAIVER OF JURY TRIAL. THIS INDENTURE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. EACH OF THE
PARTNERSHIP AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE
TRANSACTION CONTEMPLATED HEREBY.

          SECTION 12.10 Submission to Jurisdiction; Agent for Service; Waiver of
Immunities. The Partnership and each of the Partners irrevocably (i) agrees that
any legal suit, action or proceeding against the Partners and/or the Partnership
brought by any Holder arising out of or based upon this Indenture may be
instituted in any United States federal court or New York State court located in
the Borough of Manhattan in The City of New York (a "New York Court"), (ii)
waives, to the fullest extent it may effectively do so, any objection which it
may now or hereafter have to the laying of venue of any such proceeding and
(iii) submits to the non-


                                       60
<PAGE>
exclusive jurisdiction of a New York Court in any such suit, action or
proceeding.

          Each of the Partnership and the Partners has appointed Corporation
Service Company (and any successor entity), which appointment shall be
irrevocable, as its authorized agent (the "Authorized Agent") upon whom process
may be served in any such action arising out of or based on this Indenture. The
Partners and the Partnership represent and warrant that the Authorized Agent has
agreed to act as such agent for service of process and agree to take any and all
action, including the filing of any and all documents and instruments, that may
be necessary to continue such appointment in full force and effect as aforesaid.

          To the extent that the Partners or the Partnership, as the case may
be, has or hereafter may acquire any immunity from jurisdiction of any court or
from any legal process (whether through service of notice, attachment prior to
judgment, attachment in aid of execution, execution or otherwise) with respect
to itself or its property, it hereby irrevocably waives such immunity in respect
of its obligations under the above-referenced documents, to the extent permitted
by law.

          SECTION 12.11 Judgment Currency. If for the purpose of obtaining
judgment in any court it is necessary to convert a sum due hereunder into any
currency other than U.S. dollars, the parties hereto agree, to the fullest
extent that they may effectively do so, that the rate of exchange used shall be
the rate at which in accordance with normal banking procedures the Partnership
could purchase U.S. dollars with such other currency in The City of New York on
the Business Day preceding that on which final judgment is given. The
obligations of the Partnership in respect of any sum due from it to any Holder
shall, notwithstanding any judgment in any currency other than U.S. dollars, not
be discharged until the first Business Day, following receipt by such Holder of
any sum adjudged to be so due in such other currency, on which (and only to the
extent that) such Holder may in accordance with normal banking procedures
purchase U.S. dollars with such other currency in amount at least equal to the
sum originally due in U.S. dollars; if the U.S. dollars so purchased are less
than the sum originally due to such Holder hereunder, the Partnership agrees, as
a separate obligation and notwithstanding any such judgment, to indemnify such a
Holder against such loss. If the U.S. dollars so purchased are greater than the
sum originally due to such Holder hereunder, such Holder agrees to pay to the
Partners or the Partnership, as the case may be, an amount equal to the excess
of the dollars so purchased over the sum originally due to such Holder
hereunder.

          SECTION 12.12 No Recourse Against Others. A director, officer,
employee, agent, representative, stockholder or equity holder, as such, of the
Partners and the Partnership shall not have any liability for any obligations of
the Partners or, if applicable, the Partnership under the Securities or this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Holder shall waive
and release all such liability. The waiver and release shall be part of the
consideration for the issue of the Securities.

          SECTION 12.13 Successors. All agreements of the Partners, the
Partnership and the Guarantor in this Indenture and the Securities shall bind
their successors. All agreements of the Trustee in this Indenture shall bind its
successor.


                                       61
<PAGE>
          SECTION 12.14 Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

          SECTION 12.15 Force Majeure. In no event shall the Trustee be
responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that the Trustee shall use reasonable best efforts
which are consistent with accepted practices in banking industry to resume
performance as soon as practicable under the circumstances.

                                   ARTICLE 13
                            AGREEMENT OF THE PARTNERS

          SECTION 13.01 Joint and Several Liability. Each Partner confirms that,
by virtue of its status as a general partner in the Partnership, it is jointly
and severally liable on an unsubordinated basis for the obligations of the
Partnership (including, without limitation, payment obligations) for the
principal of, premium, if any, and interest on the Securities, and interest on
the overdue principal and (to the extent permitted by law) interest, if any, on
the Securities. Each Partner hereby agrees to waive the benefit of diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Partnership, any right to require a proceeding
first against the Partnership, any right of collection under the Partnership
Agreement or applicable law, protest, notice and all demands whatsoever with
respect to claims asserted against such Partner, by virtue of its status as a
general partner in the Partnership, for the obligations of the Partnership for
the principal of, premium, if any, interest on the Securities, and interest on
the overdue principal and (to the extent permitted by law) interest, if any, on
the Securities. Each Partner agrees that its undertakings hereunder shall be
operative irrespective of the validity and enforceability of the Partnership
Agreement, provided that in the event of invalidity or unenforceability of the
Partnership Agreement, the Partners' liability under this sentence shall be no
greater than it would have been, had the Partnership Agreement not been
unenforceable or invalid.

          If any Holder or the Trustee, on behalf of any Holder, is required by
any court or otherwise to return to the Partnership or any custodian, trustee,
liquidator or other similar official acting in relation to such Partnership, any
amount paid by such Partnership to such Holder or to the Trustee, on behalf of
any Holder, the Partners hereby confirm that their joint and several liability
for obligations of the Partnership for the principal of, premium, if any,
interest on the Securities, and interest on the overdue principal and (to the
extent permitted by law) interest, if any, on the Securities, to the extent
theretofore discharged, shall be reinstated in full force and effect.


                                       62
<PAGE>
          SECTION 13.02 Waiver and Release. No Affiliate, stockholder, officer,
director, limited liability company member or employee, past, present or future
of any Partner, as such, shall have any personal liability under this Article
13, by reason of his, her or its status as such Affiliate, stockholder, officer,
director, limited liability company member or employee; provided, however, that
this waiver and release shall have no effect on the personal liability of any
general partner of either of the Partners or of any general partner of such
general partner. Each Holder, by accepting the Securities, waives and releases
all such liability. The waiver and release are part of the consideration for the
issuance of the Securities.

          SECTION 13.03 Continuing Undertakings. The undertakings of each of the
Partners under this Article 13 shall be continuing and remain in full force
until all the obligations to the Holders have been paid and satisfied in full.

          SECTION 13.04 No Set-Off. Any payment to be made by a Partner
hereunder in respect of the obligations shall be payable in the currency or
currencies in which such obligations of the Partnership under the Securities are
denominated, and shall be made without set-off, counterclaim, reduction or
diminution of any kind or nature.

          SECTION 13.05 No Obligation to Take Action Against the Partnership.
Neither the Trustee nor any other Person (including a Holder) shall have any
obligation to enforce or exhaust any rights or remedies or to take any other
steps under any security for the obligations against the Partnership or any
other Person in respect of the Securities or any property of such Partnership or
any other Person before the Trustee or any other Person (including a Holder) is
entitled to demand payment and performance by the Partners, by virtue of their
status as general partners in the Partnership, of their liabilities for the
obligations of the Partnership under the Securities.

          SECTION 13.06 Amendment. No amendment, modification or waiver of this
provision or consent to any departure by any Partner from this provision shall
be effective unless it is signed by the appropriate Partner and the Trustee.

          SECTION 13.07 Acknowledgment. Each Partner hereby acknowledges
communication of the terms of this Indenture and the Securities and hereby
consents to and approves of the same.

          SECTION 13.08 No Merger or Waiver; Cumulative Remedies. This provision
shall not operate by way of merger of any of the obligations of the Partners
under the Partnership Agreement or any other agreement to which they are a
party. No failure to exercise and no delay in exercising, on the part of the
Trustee or the Holders, any right, remedy, power or privilege hereunder or under
this Indenture or the Securities, shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, remedy, power or privilege
hereunder or under this Indenture or the Securities preclude any other or
further exercise thereof or the exercise of any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges in this Article 13 are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by the
Partnership Agreement and/or by law.


                                       63
<PAGE>
          SECTION 13.09 Survival. The undertakings of each of the Partners under
Section 13.01 shall survive the payment in full of the obligations under the
Securities, but only if and to the extent such payment is avoided, and in such
case shall be enforceable against each Partner to the same extent as prior to
any such payment and without regard to and without giving effect to any defense,
right of offset or counterclaim available to or which may be asserted by the
Partnership or the Guarantor.

          SECTION 13.10 Article 13 Agreement in Addition to Other Obligations.
Each of the Partners confirms with this Article 13, that by virtue of its status
as a Partner of the Partnership, such Partner is jointly and severally liable
hereunder with respect to the obligations of the Partnership with respect to the
Securities. Such obligations of each of the Partners are, in addition to, and
not in substitution for, any other obligations of the Partnership or the
Guarantor to the Trustee or to any of the Holders in relation to this Indenture
or the Securities or security at any time held by or for the benefit of any of
them.

          SECTION 13.11 Severability. Any provision of this Article 13 which is
prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction unless its removal would substantially defeat the basic
intent, spirit and purpose of this Indenture and this Article 13.

          SECTION 13.12 Successors and Assigns. The provisions of Article 13
shall be binding upon and inure to the benefit of each of the Partners and the
Trustee and the Holders and their respective successors and permitted assigns,
except that neither Partner will allow any Person to assume either of the
Partner's obligations as a general partner in the Partnership, except as
otherwise permitted in this Indenture.


                                       64
<PAGE>
          IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Indenture on behalf of the respective parties hereto as of the
date first above written.

                                        RPM CANADA INVESTMENT COMPANY, as a
                                        Partner in RPM United Kingdom G.P.
                                        and, solely with respect to Article 13,
                                        in its own capacity


                                        By: /s/ P. Kelly Tompkins
                                            ------------------------------------
                                        Name: P. Kelly Tompkins
                                        Title: Secretary


                                        RPM CANADA (registered name), as a
                                        Partner in RPM United Kingdom G.P.
                                        and, solely with respect to Article 13,
                                        in its own capacity


                                        By: /s/ Keith R. Smiley
                                            ------------------------------------
                                        Name: Keith R. Smiley
                                        Title: Treasurer


                                        RPM INTERNATIONAL INC., as Guarantor


                                        By: /s/ Robert L. Matejka
                                            ------------------------------------
                                        Name: Robert L. Matejka
                                        Title: Vice President,
                                               Chief Financial Officer and
                                               Controller


                                        THE BANK OF NEW YORK TRUST COMPANY,
                                        N.A., as Trustee


                                        By: /s/ L. Garcia
                                            ------------------------------------
                                        Name: L. Garcia
                                        Title: Assistant Vice President

RPM 2005 - INDENTURE
<PAGE>
                                    EXHIBIT A
                                FORM OF SECURITY

                               [FACE OF SECURITY]

                           [Global Securities Legend]

The following legend shall appear on the face of each Global Security:

[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE PARTNERSHIP, THE TRUSTEE
AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.]

The following legend shall appear on the face of each Global Security for which
The Depository Trust Company is to be the Depositary:

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

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]


                                       A-1
<PAGE>
                         [Restricted Securities Legend]

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

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN QUALIFIED FOR DISTRIBUTION TO THE
PUBLIC UNDER THE SECURITIES LAWS OF ANY PROVINCE OR TERRITORY OF CANADA AND ARE
BEING OFFERED AND SOLD ONLY IN ACCORDANCE WITH APPLICABLE EXEMPTIONS FROM THE
PROSPECTUS AND REGISTRATION REQUIREMENTS OF SUCH LAWS. THE ISSUER IS NOT A
"REPORTING ISSUER" OR EQUIVALENT THEREOF IN ANY SUCH PROVINCE OR TERRITORY AND
THE NOTES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO A
RESIDENT OF ANY SUCH PROVINCE OR TERRITORY EXCEPT IN ACCORDANCE WITH APPLICABLE
SECURITIES LAWS.


                                       A-2
<PAGE>
                             RPM UNITED KINGDOM G.P.
                                       by
                  RPM CANADA and RPM CANADA INVESTMENT COMPANY
                     as its general partners and in its name

                           6.70% SENIOR NOTES DUE 2015

No. A-1                                                  CUSIP: [______________]
Issue Date: [______________]                             ISIN:  [______________]
Issue Price: [$_______] (for each $1,000 Principal Amount)

     RPM UNITED KINGDOM G.P. ("RPM UK"), a general partnership governed by the
laws of England and Wales, by its general partners, RPM CANADA (Registered Name)
("RPM Canada"), a general partnership registered under the laws of the Province
of Ontario, and RPM Canada Investment Company ("RPM Investment"), an unlimited
company existing under the laws of the Province of Nova Scotia, each as a
general partner (each, a "Partner" and collectively, the "Partners") of, and
doing business in the name of, RPM UK, is a contractual relationship between the
Partners and is not a legal entity and has no legal distinctive personality
other than that of its Partners. This contractual relationship of the Partners
acting in their capacities as general partners of, and doing business in the
name of, RPM UK is hereinafter referred to as the "Partnership." The Partnership
promises to pay to CEDE & Co. or registered assigns, the principal sum of
_______________________________________________ ($______________) on November 1,
2015, and to pay interest thereon, as provided on the reverse hereof, until the
principal and any unpaid and accrued interest is paid or duly provided for.

     Interest Payment Dates: May 1 and November 1, commencing May 1, 2006

     Regular Record Dates: April 15 and October 15

     The provisions on the back of this certificate are incorporated as if set
forth on the face hereof.


                                       A-3
<PAGE>
     IN WITNESS WHEREOF, the Partnership has caused this Security to be duly
executed.

                                        RPM CANADA INVESTMENT COMPANY,
                                        as a Partner in RPM United Kingdom G.P.


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


                                        RPM CANADA (registered name),
                                        as a Partner in RPM United Kingdom G.P.


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

Dated: ____________

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

THE BANK OF NEW YORK TRUST COMPANY,
N.A.,
as Trustee, certifies that this is
one of the Securities referred
to in the within-mentioned Indenture.


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


                                       A-4
<PAGE>
                              [REVERSE OF SECURITY]

                           6.70% SENIOR NOTES DUE 2015

1.   Interest.

     RPM UNITED KINGDOM G.P. ("RPM UK"), a general partnership governed by the
laws of England and Wales, by its general partners, RPM CANADA (Registered Name)
("RPM Canada"), a general partnership registered under the laws of the Province
of Ontario, and RPM Canada Investment Company ("RPM Investment"), an unlimited
company existing under the laws of the Province of Nova Scotia, each as a
general partner (each, a "Partner" and collectively, the "Partners") of, and
doing business in the name of, RPM UK, is a contractual relationship between the
Partners and is not a legal entity and has no legal distinctive personality
other than that of its Partners. This contractual relationship of the Partners
acting in their capacities as general partners of, and doing business in the
name of, RPM UK is hereinafter referred to as the "Partnership." The Partnership
promises to pay interest on the Principal Amount of this Security at the rate
per annum shown above. The Partnership will pay interest semi-annually in
arrears on May 1 and November 1 of each year, beginning May 1, 2006. Interest on
the Securities will accrue from the most recent Interest Payment Date to which
interest has been paid or, if no interest has been paid, from the Issue Date of
this Security. Interest (and any Defaulted Interest, if any) will be computed on
the basis of a 360-day year composed of twelve 30-day months. The Partnership
will pay interest on the Securities (except Defaulted Interest) to the person in
whose name the Securities are registered at the close of business on the April
15 or October 15 (each, a "Regular Record Date") immediately preceding the
relevant Interest Payment Date.

2.   Method of Payment.

     The Holder must surrender the Securities to a Paying Agent to collect
principal payments on the Securities. The Partnership will pay the principal and
interest (including Additional Amounts, if any, Defaulted Interest, if any, and
the Redemption Price, if applicable) on the Securities at the office or agency
of the Partnership maintained for such purpose, in money of the United States
that at the time of payment is legal tender for payment of public and private
debts. Until otherwise designated by the Partnership, the office or agency
maintained for such purpose will be the Corporate Trust Office of the Trustee.

     In the case of a permanent Global Security, the Principal Amount of and
interest (including Additional Amounts, if any, Defaulted Interest), if any, on
any applicable payment date shall be paid by wire transfer in immediately
available funds in accordance with the written wire transfer instruction
supplied by the Holder from time to time to the Trustee and Paying Agent (if
other than the Trustee) at least two Business Days prior to the applicable
Regular Record Date; provided that any payment to the Depositary, with respect
to that portion of such permanent Global Security held for its account by Cede &
Co. for the purpose of permitting such party to credit the interest received by
it in respect of such permanent Global Security to the accounts of the
beneficial owners thereof, shall be paid by wire transfer in immediately
available funds in accordance with the wire transfer instruction supplied by the
Depositary or its nominee from time to time to the Trustee and Paying Agent (if
other than the Trustee). In the case of a


                                       A-5
<PAGE>
Certificated Security, interest on any applicable payment date will be paid by
wire transfer of immediately available funds to the accounts specified by the
Holders thereof located in the United States if the Trustee shall have received
proper wire transfer instructions from such payee not later than the related
Regular Record Date or, if no account is specified, by mailing a check to that
Holder's registered address as reflected on the register maintained by the
Registrar.

3.   Paying Agent and Registrar.

     Initially, The Bank of New York Trust Company, N.A., a national banking
association (the "Trustee"), will act as Paying Agent and Registrar. The
Partnership may appoint and change any Paying Agent, Registrar or co-registrar
without notice, other than notice to the Trustee except that the Partnership
will maintain at least one Paying Agent in the State of New York, City of New
York, Borough of Manhattan, which shall initially be an office or agency of the
Trustee. The Guarantor or any of its Subsidiaries or any of their Affiliates may
act as Paying Agent, Registrar or co-registrar.

4.   Indenture.

     The Partnership issued the Securities pursuant to an Indenture dated as of
October 24, 2005 (the "Indenture") among the Partnership, the Guarantor and the
Trustee and each of the Partners, in its own capacity, solely for the purposes
of Article 13 of the Indenture. The terms of the Securities include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as in effect from time to time (the "TIA"). The
Securities are subject to all such terms, which terms hereby are expressly
incorporated by reference into this Security, and Holders are referred to the
Indenture and the TIA for a statement of those terms.

     The Securities are general unsecured and unsubordinated obligations, of the
Partnership, unlimited as to Principal Amount, subject to the provisions of the
Indenture.

     Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Indenture.

5.   Redemption at the Option of the Partnership.

     The Partnership may redeem the Securities for cash, in whole at any time or
in part from time to time, at any time prior to their Stated Maturity, at the
redemption price (the "Redemption Price") equal to the greater of:

          (i)  100% of the Principal Amount of the Securities being redeemed;

          (ii) the Make-Whole Amount for the Securities being redeemed,

plus, in each case, accrued and unpaid interest on such Securities to, but
excluding, the Redemption Date. The Partnership will, however, pay the interest
installment due on any Interest Payment Date that occurs on or before a
Redemption Date to the Holders as of the close of business on the Regular Record
Date immediately preceding that Interest Payment Date.


                                       A-6
<PAGE>
6.   Notice of Redemption.

     In the event that the Partnership elects to redeem only a portion of the
Securities, the Securities to be redeemed shall be selected in accordance with
procedures of the Depositary, in the case of Global Securities, or by the
Trustee by such method as the Trustee deems to be fair and appropriate, in the
case of Securities held other than in the form of Global Securities, so long as
such method is not prohibited by the rules of any stock exchange on which the
Securities are then listed. Securities may be redeemed in part but only in
integral multiples of $1,000 of Principal Amount thereof.

     The Partnership shall give written notice of its intent to redeem the
Securities by first-class mail at least 30 days, but no more than 60 days, prior
to the applicable Redemption Date to Holders of Securities to be redeemed at
their addresses as set forth in the register for the Securities maintained by
the Registrar.

7.   Sinking Fund.

     No sinking fund is provided for the Securities.

8.   Defaulted Interest.

     Except as otherwise specified with respect to the Securities, any Defaulted
Interest on any Security shall forthwith cease to be payable to the registered
Holder thereof on the relevant Regular Record Date or accrual date, as the case
may be, and such Defaulted Interest shall be paid by the Partnership as provided
for in Section 10.02 of the Indenture.

9.   Denominations; Transfer; Exchange.

     The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount and integral multiples of $1,000.
The transfer of Securities may be registered and Securities may be exchanged as
provided in the Indenture. As a condition of transfer, the Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents, and the Partnership and the Registrar may
require a Holder to pay any taxes and fees permitted by the Indenture.

     The Partnership shall not be required to make, and the Registrar need not
register, transfers or exchanges of Securities selected for redemption (except,
in the case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities for a period of 15 days before the mailing of a
notice of redemption of Securities to be redeemed pursuant to Article 3 of the
Indenture.

10.  Persons Deemed Owners.

     The registered Holder of this Security may be treated as the owner of this
Security for all purposes.

11.  Unclaimed Money.


                                       A-7
<PAGE>
     The Trustee and the Paying Agent shall return to the Partnership upon
written request any money or securities held by them for the payment of any
amount with respect to the Securities that remains unclaimed for two years,
subject to applicable unclaimed property law. After return to the Partnership
Holders entitled to the money or securities must look to the Partnership for
payment as general creditors unless an applicable abandoned property law
designates another person and the Trustee and the Paying Agent shall have no
further liability to the Holders with respect to such money or securities for
that period commencing after the return thereof.

12.  Amendment; Waiver.

     Subject to certain exceptions set forth in the Indenture, (a) the Indenture
or the Securities may be amended with the written consent of the Holders of at
least a majority in aggregate Principal Amount of the Securities at the time
outstanding and (b) certain Defaults may be waived with the written consent of
the Holders of a majority in aggregate Principal Amount of the Securities at the
time outstanding.

     Subject to certain exceptions set forth in the Indenture, without the
consent of any Holder, the Partnership and the Trustee may amend the Indenture
or the Securities (a) to cure any ambiguity, defect or inconsistency, or make
any other changes in the provisions of the Indenture which the Partnership and
the Trustee may deem necessary or desirable; provided that such amendment does
not materially and adversely affect rights of the Holders under the Indenture;
(b) to comply with Article 5 of the Indenture; (c) to evidence and provide for
the acceptance of appointment of a successor Trustee; (d) to make any change
that would provide for additional rights or benefits to the Holders or that does
not adversely affect the legal rights under the Indenture of any Holder; (e) to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the TIA; (f) modify the restrictions
on, and procedures for, resale and other transfers of securities pursuant to
law, regulation or practice relating to the resale or transfer of restricted
securities generally; or (g) to make any change that does not adversely affect
the rights of any Holders under the Indenture.

13.  Defaults and Remedies.

     Under the Indenture, an "Event of Default" occurs if:

          (a) the Partners or Partnership defaults in the payment of the
Principal Amount of or premium on any Security when the same becomes due and
payable at its Stated Maturity, upon redemption, upon declaration or otherwise;

          (b) the Partners or Partnership defaults in payment of any interest
(including Defaulted Interest, if any) when the same becomes due and payable,
which default continues for 30 days or more;

          (c) the Partnership and the Guarantor fail to comply with any of their
respective agreements in the Security, the Guarantee or this Indenture (other
than those referred to in clauses (a) and (b) above) and such failure continues
for at least 60 days after receipt by the Partnership or the Guarantor of a
Notice of Default;


                                      A-8
<PAGE>
          (d) (i) the Guarantor or any of its Subsidiaries defaults in the
scheduled payment of principal of any Indebtedness (after giving effect to any
applicable grace period) and the aggregate principal amount of such payment
defaults at such time exceeds $50,000,000, or (ii) the Guarantor or any of its
Subsidiaries defaults under any Indebtedness, whether such Indebtedness now
exists or is created later, which default results in such Indebtedness being
accelerated or declared due and payable, and the aggregate principal amount of
all Indebtedness so accelerated or so declared due and payable, exceeds
$50,000,000, and such acceleration or declaration has not been rescinded or
annulled within a period of 10 days after receipt by the Partnership or the
Guarantor of a Notice of Default from the Trustee or the Holders specified
below; provided, however, that if any such default specified in (i) or (ii)
shall be cured, waived, rescinded or annulled, then the Event of Default by
reason thereof shall be deemed not to have occurred;

          (e) any final judgment or order for the payment of money in excess of
$50,000,000, either individually or in the aggregate (net of any amounts to the
extent that they are covered by insurance), shall have been rendered against the
Guarantor or any of its Subsidiaries and which shall not have been paid or
discharged, and there shall be any period of 60 consecutive days following the
entry of the final judgment or order that causes the aggregate amount for all
such final judgments or orders outstanding and not paid or discharged against
the Guarantor or any of its Subsidiaries to exceed $50,000,000 during which a
stay of enforcement of such final judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect;

          (f) any Partner, the Partnership or the Guarantor, as the case may be,
pursuant to or under or within the meaning of any Bankruptcy Law:

          (i) commences a voluntary case or proceeding;

          (ii) consents to the entry of an order for relief against it in an
involuntary case or proceeding or the commencement of any case against it;

          (iii) consents to the appointment of a Custodian of it or for any
substantial part of its property;

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

          (v) files a petition in bankruptcy or answer or consent seeking
reorganization or relief; or

          (vi) consents to the filing of such petition or the appointment of or
taking possession by a Custodian;

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

          (i)  is for relief against any of the Partners, the Partnership or the
               Guarantor, as the case may be, in an involuntary case or
               proceeding, or adjudicates


                                      A-9
<PAGE>
               any of the Partners, the Partnership or the Guarantor, as the
               case may be, insolvent or bankrupt;

          (ii) appoints a Custodian of any of the Partners, the Partnership or
               the Guarantor, as the case may be, or for any substantial part of
               its property; or

          (iii) orders the winding up or liquidation of any of the Partners, the
               Partnership or the Guarantor, as the case may be;

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

          (h) the Guarantor repudiates its obligations under the Guarantee or
the Guarantee is determined to be unenforceable or invalid or shall for any
reason cease to be in full force and effect; or

          (i) a Partner (or any future partner of the Partnership) repudiates
any of its obligations under Article 13 of the Indenture.

     As set forth in the Indenture, a Default under clause (c) or (d)(ii) above
is not an Event of Default until the Trustee notifies the Partnership and the
Guarantor, or the Holders of at least 25% in aggregate Principal Amount of the
Securities at the time outstanding notify the Partnership, the Guarantor and the
Trustee, of the Default and the Partnership and the Guarantor do not cure such
Default (and such Default is not waived) within the time specified in clause (c)
or (d)(ii) above after actual receipt of such notice. Any such notice must
specify the Default, demand that it be remedied and state that such notice is a
"Notice of Default."

     If an Event of Default (other than an Event of Default specified in Section
6.01 (f) or (g) in respect of the Partners, the Partnership and the Guarantor)
occurs and is continuing, the Trustee by written Notice to the Partners and the
Guarantor, or the Holders of at least 25% in aggregate Principal Amount of the
Securities at the time outstanding by notice to the Partner, the Guarantor and
the Trustee, may declare the Principal Amount of the Securities and any accrued
and unpaid interest including Additional Amounts through the date of declaration
on all the Securities to be immediately due and payable. Upon such a
declaration, such Principal Amount and such accrued and unpaid interest
including Additional Amounts shall be due and payable immediately. If an Event
of Default specified in Section 6.01(f) or (g) occurs in respect of any of the
Partners, the Partnership and the Guarantor and is continuing, the Principal
Amount of the Securities and any accrued and unpaid interest on all the
Securities (including Defaulted Interest, if any) and premium, if any, shall
become immediately due and payable without any declaration or other act on the
part of the Trustee or any Holders. The Holders of a majority in aggregate
Principal Amount of the Securities at the time outstanding, by notice to the
Trustee (and without notice to any other Holder) may rescind an acceleration and
its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived, other
than the non-payment of the Principal Amount of the Securities and any accrued
and unpaid interest that have become due solely as a result of acceleration, and
if all amounts due to the Trustee under Section 7.07 of the Indenture have been
paid. No such rescission shall affect any subsequent Default or impair any right
consequent thereto.


                                     A-10
<PAGE>
     Holders may not enforce the Indenture or the Securities except as provided
in the Indenture. The Trustee may refuse to enforce the Indenture or the
Securities unless it receives indemnity or security reasonably satisfactory to
it. Subject to certain limitations, Holders of a majority in aggregate Principal
Amount of the Securities at the time outstanding may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders notice of
any continuing Default (except a Default in payment of amounts specified in this
clause 13(a) or 13(b) above) if it determines that withholding notice is in
their interests.

14.  Trustee Dealings with the Partnership.

     Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Partnership or its Affiliates and may otherwise deal with the
Partnership or its Affiliates with the same rights it would have if it were not
Trustee.

15.  No Recourse Against Others.

     A director, officer, employee, agent, representative, stockholder or equity
holder, as such, of the Partners and of the Partnership shall not have any
liability for any obligations of the Partnership under the Securities or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Holder waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

16.  Authentication.

     This Security shall not be valid until an authorized signatory of the
Trustee manually signs the Trustee's Certificate of Authentication on the other
side of this Security.

17.  Abbreviations.

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

18.  GOVERNING LAW; WAIVER OF JURY TRIAL.

     THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF. EACH OF THE PARTNERSHIP AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.


                                     A-11
<PAGE>
                                   ----------


                                     A-12
<PAGE>
          The Partnership will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

          RPM UNITED KINGDOM G.P.
          c/o RPM INTERNATIONAL INC.
          P.O. Box 777
          2628 Pearl Road
          Medina, Ohio 44528
          Attention: General Counsel
          Telephone: (330) 273-8883
          Facsimile: (330) 225-6574


                                     A-13
<PAGE>
                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to:

________________________________________________________________________________
(Insert assignee's soc. sec. or tax ID no.)

________________________________________________________________________________

________________________________________________________________________________

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

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

Date:
      ---------

Your Signature:

________________________________________________________________________________
     (Sign exactly as your name appears on the other side of this Security)


                                     A-14
<PAGE>
                                    EXHIBIT B
                          FORM OF TRANSFER CERTIFICATE

     In connection with any transfer of any of the Securities evidenced by this
certificate that are "restricted securities" (as defined in Rule 144 (or any
successor thereto) under the Securities Act of 1933, as amended (the "Securities
Act")), the undersigned registered owner of this Security hereby certifies with
respect to $____________________________ Principal Amount of the above-captioned
securities presented or surrendered on the date hereof (the "Surrendered
Securities") for registration of transfer or for exchange where the securities
issuable upon such transfer or exchange are to be registered in a name other
than that of the undersigned registered owner (each such transaction being a
"transfer"), that such transfer complies with the Restricted Securities Legend
set forth on the face of the Surrendered Securities for the reason checked
below:

     (1) The transfer of the Surrendered Securities is made to the Partnership
or any subsidiaries; or

     (2) The transfer of the Surrendered Securities complies with Rule 144A
under the Securities Act; or

     (3) The transfer of the Surrendered Securities is pursuant to an effective
registration statement under the Securities Act; or

     (4) The transfer of the Surrendered Securities is pursuant to an offshore
transaction in accordance with Rule 904 under the Securities Act; or

     (5) The transfer of the Surrendered Securities is pursuant to another
available exemption from the registration requirement of the Securities Act.

And, unless the box below is checked, the undersigned confirms that, to the
undersigned's knowledge, such Securities are not being transferred to an
"affiliate" of the Partnership as defined in Rule 144 under the Securities Act
(an "Affiliate").

               The transferee is an Affiliate of the Partners and/or the
Partnership.


DATE:
      -------------------------------   ----------------------------------------
                                                      Signature(s)

            (If the registered owner is a corporation, partnership or
             fiduciary, the title of the Person signing on behalf of
                     such registered owner must be stated.)

Unless one of the boxes above is checked, the Registrar will refuse to register
any of the Securities evidenced by this certificate in the name of any person
other than the registered Holder thereof; provided, however, that if box (4) is
checked, the Trustee may require, prior to registering any such transfer of the
Securities, such certifications and other information, and if box (5) is checked
such legal opinions to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.



                                       B-1
<PAGE>
                                    EXHIBIT C
                                FORM OF GUARANTEE

     For value received, the undersigned hereby fully and unconditionally
guarantees, as principal obligor and not only as a surety, to the Holder of the
Security the payments in money of principal of, premium, if any, and interest on
the Security in the amounts and at the times when due and interest on the
overdue principal, premium, if any, and interest, if any, of the Security, if
lawful, and the payment or performance of all other obligations of the
Partnership under the Indenture (as defined below) or the Securities, to the
Holder of the Security and the Trustee, all in accordance with and subject to
the terms and limitations of the Security, Article 11 of the Indenture and this
Guarantee. This Guarantee will become effective in accordance with Article 11 of
the Indenture and its terms shall be evidenced therein. The validity and
enforceability of any Guarantee shall not be affected by the fact that it is not
affixed to any particular Security.

     Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Indenture dated as of October 24, 2005 by and among (a)
RPM United Kingdom G.P. ("RPM UK"), a general partnership governed by the laws
of England and Wales, by its general partners, RPM Canada (Registered Name)
("RPM Canada"), a general partnership registered under the laws of the Province
of Ontario, and RPM Canada Investment Company ("RPM Investment"), an unlimited
company existing under the laws of the Province of Nova Scotia, each as a
general partner (each, a "Partner" and collectively, the "Partners") of, and
doing business in the name of, RPM UK, (b) RPM International, Inc., Delaware
corporation, as parent guarantor (the "Guarantor") and (c) The Bank of New York
Trust Company, N.A., a national banking association (the "Trustee"), and (d)
solely for the purposes of Article 13, each of RPM Canada and RPM Investment in
its own capacity. Each of RPM Canada and RPM Investment are referred to herein
as a "Partner," and collectively, the "Partners." Under the law of England and
Wales, RPM UK is a contractual relationship between the Partners and is not a
legal entity and has no legal distinctive personality other than that of its
Partners. This contractual relationship of the Partners acting in their
capacities as general partners of, and doing business in the name of, RPM UK is
hereinafter referred to as the "Partnership."

     The obligations of the undersigned to the Holders of Securities and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article 11 of the Indenture and reference is hereby made to the Indenture for
the precise terms of this Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.

     THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK. The undersigned Guarantor hereby agrees to submit
to the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to this Guarantee.

     This Guarantee is subject to release upon the terms set forth in the
Indenture.


                                      C-1
<PAGE>
     IN WITNESS WHEREOF, the Guarantor has caused its Guarantee to be duly
executed.

                                        RPM INTERNATIONAL INC.


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


                                      C-2