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                                                                     Exhibit 4.5


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                            WEIRTON STEEL CORPORATION

                                       AND

          CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, Trustee


                                    Indenture

                          Dated as of January [ ], 2002

                                   ----------

                                  $[ ],000,000
                   10% Senior Secured Discount Notes Due 2008


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     THIS INDENTURE, dated as of January [ ], 2002 between WEIRTON STEEL
CORPORATION, a Delaware corporation (the "Issuer"), and Chase Manhattan Trust
Company, NATIONAL ASSOCIATION, a national banking association (the "Trustee"),


                              W I T N E S S E T H :

     WHEREAS, the Issuer has duly authorized the issue of its 10% Senior Secured
Discount Notes Due 2008 (the "Securities") and, to provide, among other things,
for the authentication, delivery and administration thereof, the Issuer has duly
authorized the execution and delivery of this Indenture; and

     WHEREAS, all things necessary to make the Securities, when executed by the
Issuer and authenticated and delivered by the Trustee as in this Indenture
provided, the valid, binding and legal obligations of the Issuer, and to
constitute these presents a valid indenture and agreement according to its
terms, have been done;

     NOW, THEREFORE: In consideration of the premises and the purchases of the
Securities by the holders thereof, the Issuer and the Trustee mutually covenant
and agree for the equal and proportionate benefit of the respective holders from
time to time of the Securities as follows:


                                    ARTICLE I
                                   DEFINITIONS

Section 1.1. CERTAIN TERMS DEFINED. The following terms (except as otherwise
expressly provided or unless the context otherwise clearly requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section. All other terms used in this
Indenture which are defined in the Trust Indenture Act of 1939 or the
definitions of which in the Securities Act of 1933, as amended (the "Securities
Act"), are referred to in the Trust Indenture Act of 1939 (except as herein
otherwise expressly provided or unless the context otherwise clearly requires),
shall have the meanings assigned to such terms in said Trust Indenture Act of
1939 and in said Securities Act as in force at the date of this Indenture. All
accounting terms used herein and not expressly defined shall have the meanings
given to them in accordance with generally accepted accounting principles, and
the term "GAAP" shall mean such accounting principles which are generally
accepted at the date or time of any computation or at the date hereof. The words
"herein", "hereof" and "hereunder" and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other
subdivision. The terms defined in this Article include the plural as well as the
singular.

     "Accreted Value" means, as of any date (the "Specified Date"), the amount
provided below for each $50 principal amount at maturity of the Securities: (a)
if the Specified Date occurs on one of the following dates (each, a "Semi-Annual
Accrual Date"), the Accreted Value will equal the amount set forth below for
such Semi-Annual Accrual Date:


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          SEMI-ANNUAL ACCRUAL DATE                       ACCRETED VALUE

          January 1, 2002...................................... $41.135
          July 1, 2002.........................................  48.192
          January 1, 2003......................................  45.352
          July 1, 2003.........................................  47.617
          January 1, 2004......................................  50.000

     (b) if the Specified Date occurs between two Semi-Annual Accrual Dates, the
Accreted Value will equal to the sum of (1) the Accreted Value for the
Semi-Annual Accrual Date immediately preceding such Specified Date and (2) an
amount equal to the product of (x) the Accreted Value for the immediately
following Semi-Annual Accrual Date less the Accreted Value for the immediately
preceding Semi-Annual Accrual Date multiplied by (y) a fraction, the numerator
of which is the number of days elapsed from the immediately preceding
Semi-Annual Accrual Date to the Specified Date, using a 360-day year of twelve
30-day months, and the denominator of which is 180 (or, if the Semi-Annual
Accrual Date immediately preceding the Specified Date is the Issue Date, the
denominator of which is the number of days from and including the Issue Date to
and excluding the next Semi-Annual Accrual Date); or

     (c) if the Specified Date occurs after the last Semi-Annual Accrual Date,
the Accreted Value will equal $50.

     "Acquired Indebtedness" means Indebtedness or Preferred Stock of any Person
existing at the time such Person became a Subsidiary of the Issuer (or such
Person is merged into the Issuer or one of the Issuer's Subsidiaries) or assumed
in connection with the acquisition of assets from any such Person (other than
assets acquired in the ordinary course of business), excluding Indebtedness or
Preferred Stock incurred in connection with, or in contemplation of, such Person
becoming a Subsidiary of the Issuer.

     "Affiliate" means, when used with reference to a specified Person, any
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Person specified. For the purposes of this
definition, "control," when used with respect to any Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise.

     "Asset Disposition" means, (a) the sale, lease, conveyance or other
disposition of any assets or rights, other than sales of inventory in the
ordinary course of business consistent with past practices; provided, however,
that the sale, conveyance or other disposition of all or substantially all of
the assets of the Issuer and its Subsidiaries taken as a whole will be governed
by Section 3.16 and/or Section 8.1 and not by Section 3.12 and (b) the issuance
of Capital Stock by any of the Issuer's Subsidiaries or the sale of Capital
Stock in any of its Subsidiaries.

     Notwithstanding the preceding, the following items shall not be deemed to
be Asset Dispositions:


     (a) any single transaction or series of related transactions that: (i)
         involves assets having a fair market value of less than


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         $1.0 million; or (ii) results in net proceeds to the Issuer and its
         Subsidiaries of less than $1.0 million;

     (b) a transfer of assets between or among the Issuer and its Wholly Owned
         Subsidiaries and in connection with the Vendor Financing Programs;

     (c) an issuance of Capital Stock by a Wholly Owned Subsidiary to the Issuer
         or to another Wholly Owned Subsidiary;

     (d) the sale or lease of equipment, inventory, accounts receivable or other
         assets in the ordinary course of business;

     (e) the sale or other disposition of assets if additional assets were
         acquired within 270 days prior to such disposition for the purpose of
         replacing the assets disposed of;

     (f) the sale or other disposition of cash or Cash Equivalents;

     (g) the sale or other disposition of assets in exchange for similar assets
         or for cash where the proceeds are deposited in a trust and employed to
         acquire similar property in a transaction qualifying as a like-kind
         exchange pursuant to Section 1031 of the Internal Revenue Code of 1986
         or any successor provision;

     (h) the sale or other disposition of the Brown's Island property;

     (i) a Restricted Payment that is permitted by Section 3.10, including
         Permitted Payments;

     (j) the sale or other disposition of the No. 9 tin tandem mill; and

     (k) an Asset Swap.

     "Asset Disposition Offer" has the meaning set forth in Section 3.12 hereof.

     "Asset Swap" means the execution of a definitive agreement, subject only to
customary closing conditions that the Issuer in good faith believes will be
satisfied, for a substantially concurrent purchase and sale, or exchange, of
assets used or usable in the business or businesses of the Issuer as of the
Issue Date or any related business between the Issuer or any of its Subsidiaries
and another Person or group of affiliated Persons; provided, however, that any
amendment to or waiver of any closing condition that individually or in the
aggregate is material to the Asset Swap shall be deemed to be a new Asset Swap.


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     "Attributable Debt" means, with respect to any sale and leaseback
transaction, at the date of determination, the present value (discounted at the
rate of interest implicit in the terms of the lease) of the obligation of the
lessee for net rental payments during the remaining term of the lease (including
any period for which such lease has been extended or may, at the option of the
lessor, be extended); provided, however, there shall not be deemed to be any
Attributable Debt in respect of any sale and leaseback transaction if the Issuer
or a Subsidiary would be entitled pursuant to the provisions of clauses (a)
through (i) under the definition of "Permitted Liens" to issue, assume or
guarantee debt secured by a mortgage upon the property involved in such
transaction without equally and ratably securing the Securities. "Net rental
payments" under any lease for any period means the sum of such rental and other
payments required to be paid in such period by the lessee thereunder, not
including, however, any amount required to be paid by such lessee (whether or
not designated as rent or additional rent) on account of maintenance and
repairs, insurance, taxes, assessments, water rates or similar charges required
to be paid by such lessee thereunder or any amounts required to be paid by such
lessee thereunder contingent upon the amount of sales, maintenance and repairs,
insurance, taxes, assessments, water rates or similar charges.

     "Board of Directors" means either the Board of Directors of the Issuer or
any committee of such Board duly authorized to act hereunder.

     "Business Day" means a day which, in the City of New York (or in any of the
cities, if more than one), where amounts are payable in respect of the
Securities, as specified on the face of the form of Securities set forth in
Exhibits A and B hereof, is neither a legal holiday nor a day on which banking
institutions are authorized or obligated by law or regulation to close.

     "Capital Stock" means, with respect to any Person, any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of interest in (however designated) equity of such Person, whether
now outstanding or issued after the Issue Date, including, without limitation,
membership interests in limited liability companies and any Preferred Stock.

     "Cash Equivalents" means:

     (a) United States dollars;

     (b) securities issued or directly and fully guaranteed or insured by the
         United States government or any agency or instrumentality thereof
         (provided that the full faith and credit of the United States is
         pledged in support thereof) having maturities of not more than six
         months from the date of acquisition;

     (c) certificates of deposit and eurodollar time deposits with maturities of
         six months or less from the date of acquisition, bankers' acceptances
         with maturities not exceeding six months and overnight bank deposits,
         in each case, with any domestic commercial bank having capital


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         and surplus in excess of $500 million and a Thompson Bank Watch Rating
         of "B" or better;

     (d) repurchase obligations with a term of not more than seven days for
         underlying securities of the types described in clauses (b) and (c)
         above entered into with any financial institution meeting the
         qualifications specified in clause (c) above;

     (e) commercial paper having the highest rating obtainable from Moody's
         Investors Service, Inc. or Standard & Poor's Corporation and in each
         case maturing within six months after the date of acquisition; and

     (f) money market funds at least 95% of the assets of which constitute Cash
         Equivalents of the kinds described in clauses (a) through (e) of this
         definition.

     (g) for purposes of Section 3.12, the following are also deemed to be cash
         or Cash Equivalents:

         (i)  any liabilities (as shown on the Issuer's or on any of its
              Subsidiaries' most recent balance sheet or in the notes thereto)
              of the Issuer or any Subsidiary (other than liabilities that are
              by their terms subordinated to the Securities) that are assumed by
              the transferee of such assets without recourse to the Issuer or
              any of its Subsidiaries; and

         (ii) any notes or other obligations received by the Issuer or such
              Subsidiary from such transferee that are converted by the Issuer
              or such Subsidiary into cash (to the extent of the cash received)
              within 180 days following the closing of the relevant Asset
              Disposition.

     "Change of Control" has the meaning set forth in Section 3.16 hereof.

     "Collateral" shall mean any assets of the Issuer which constitute
collateral as set forth in the Deed of Trust.

     "Collateral Trustee" means the Trustee named in the Deed of Trust, in its
capacity as Collateral Trustee, until a successor replaces it in accordance with
the applicable provisions of this Indenture and the Deed of Trust, and
thereafter means the successor.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act of 1939, then the body
performing such duties at such time.


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     "Commodity Agreement" means any option or futures contract or similar
agreement or arrangement designed to protect the Issuer against fluctuations in
commodity prices.

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

     "Consolidated EBITDA" means, for any period, on a consolidated basis for
the Issuer and its Subsidiaries, the sum for such period (without duplication)
of: (a) Consolidated Net Income; (b) income taxes (other than income taxes
positive or negative attributable to extraordinary and non-recurring gains or
losses on asset sales) with respect to such period, determined in accordance
with GAAP; (c) net interest expense for such period, determined in accordance
with GAAP; (d) depreciation and amortization expenses (including, without
duplication, amortization of debt discount and debt issue costs), determined in
accordance with GAAP; and (e) other non-cash items reducing Net Income, minus
non-cash items increasing Net Income, determined in accordance with GAAP.

     "Consolidated Fixed Charges" means, for any period, the sum of: (a) the net
interest expense of the Issuer and its Subsidiaries for such period whether paid
or accrued (including, without limitation, amortization of original issue
discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with
capital lease obligations and imputed interest with respect to Attributable
Debt); (b) interest incurred during the period and capitalized by the Issuer;
(c) any interest expense on Indebtedness of another Person that is guaranteed by
the Issuer or one of its Subsidiaries or secured by a Lien on assets of the
Issuer or one of its Subsidiaries (whether or not such guarantee or Lien is
called upon); and (d) the product of (i) all cash dividend payments on any
series of Preferred Stock of any Subsidiary or Disqualified Stock of the Issuer
or any of its Subsidiaries, multiplied by (ii) a fraction, the numerator of
which is one and the denominator of which is one minus the then current combined
federal, state and local statutory tax rate of the Issuer and its Subsidiaries,
expressed as a decimal, in each case, on a consolidated basis in accordance with
GAAP.

     "Consolidated Net Income" of the Issuer for any period means the Net Income
(or loss) of the Issuer and its Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP; provided, however, that there shall
be excluded from Consolidated Net Income: (a) the Net Income of any Person other
than a Consolidated Subsidiary in which the Issuer or any of its Consolidated
Subsidiaries has a joint interest with a third party except to the extent of the
amount of dividends or distributions actually paid in cash to the Issuer or a
Consolidated Subsidiary during such period; (b) the Net Income of any other
Person accrued prior to the date it becomes a Subsidiary with respect to which
Consolidated Net Income is calculated, or is merged into or consolidated with
such Person or any of its Subsidiaries or that Person's assets are acquired by
such Person or any of its Subsidiaries; (c) the Net Income (but only if
positive) of any Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by that Subsidiary to such Person or to any
other Subsidiary of such Net Income is not at the time permitted by operation of
the terms of its charter or any agreement,


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instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Subsidiary; and (d) without duplication, any gains or losses
attributable to the sale, lease, conveyance or other disposition of assets
(including without limitation Capital Stock of any Subsidiary of such Person),
whether owned on the date of issuance of the Securities or thereafter acquired,
in one or more related transactions outside the ordinary course of business.

     "Consolidated Net Worth" means, with respect to any Person engaged in a
merger, consolidation or sale of assets, the consolidated stockholder's equity
of such Person and its Subsidiaries, as determined in accordance with GAAP but
excluding any restructuring charges taken by such Person in connection with such
merger, consolidation or sale of assets.

     "Consolidated Subsidiary" of any Person means a Subsidiary which for
financial reporting purposes is or, in accordance with GAAP, should be,
accounted for by such Person as a consolidated subsidiary.

     "Continuing Director" has the meaning set forth in Section 3.16 hereof.

     "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at [ ] Attention: Institutional Trust Services.

     "Credit Facility" means any senior credit facility to be entered into by
the Issuer and the lenders referred to therein, together with the related
documents thereto (including the notes thereunder, any guarantees and security
documents), as amended, extended, renewed, restated, supplemented or otherwise
modified (in whole or in part, and without limitation as to amount, terms,
conditions, covenants, and other provisions) from time to time, and any
agreement (and related document) governing Indebtedness incurred to refinance,
in whole or in part, the borrowings and commitments then outstanding or
permitted to be outstanding under such Credit Facility or a successor Credit
Facility, whether by the same or any other lender or group of lenders.

     "Currency Agreement" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect the
Issuer against fluctuations in currency values.

     "Deed of Trust" means the Deed of Trust dated on or about the date of this
Indenture and substantially in the form attached as Exhibit D hereto, as such
agreement may be amended, modified or supplemented from time to time.

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

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

     "Disqualified Stock" means any Capital Stock (a) that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the


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happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or is redeemable at the option of the
holder thereof, in whole or in part, on or prior to the final maturity date of
the Securities or (b) upon which the Issuer or any of its Subsidiaries has a
contractual obligation to compensate the holder thereof for losses incurred upon
the sale or other disposition thereof; provided, however, that any portion or
series of such Capital Stock which by its terms, or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund or
otherwise, no earlier than the day following the maturity date of the Securities
shall not constitute Disqualified Stock; and provided further, that any Capital
Stock which would not constitute Disqualified Stock but for provisions thereof
giving holders thereof the right to require the Issuer to repurchase or redeem
such Capital Stock upon the occurrence of a change in control occurring on or
prior to the maturity date of the Securities shall not constitute Disqualified
Stock if (i) the change in control provisions applicable to such Capital Stock
are no more favorable to the holders of such Capital Stock than the provisions
of Section 3.16 and (ii) such Capital Stock specifically provides that the
Issuer will not repurchase or redeem any such stock pursuant to such provisions
prior to the Issuer's repurchase of such Securities as are required to be
repurchased pursuant to the provisions of Section 3.16.

     "Event of Default" means any event or condition specified as such in
Section 4.1 which shall have continued for the period of time or after notice
thereof, if any, therein designated.

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

     "Exchange Act Reports" means the Issuer's Annual Report on Form 10-K for
the year ended December 31, 2000 and Quarterly Report on Form 10-Q for the three
months ended September 30, 2001, each filed with the Commission pursuant to the
Exchange Act.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, as in effect on the Issue Date.

     "Global Securities" has the meaning set forth in Section 2.4 hereof.

     "Holder", "holder of Securities", "Securityholder" or other similar terms
means the registered holder of any Security.

     "Indebtedness" means, without duplication, (i) any liability of any entity
(A) for borrowed money, or under any reimbursement obligation relating to a
letter of credit, (B) evidenced by a bond, note, debenture or similar instrument
(including a purchase money obligation) given in connection with the acquisition
of any businesses, properties or assets of any kind or with services incurred in
connection with capital expenditures, or (C) in respect of capitalized lease
obligations; (ii) any liability of others described in the preceding clause (i)
that the entity has guaranteed or that is otherwise its legal liability; (iii)
to the extent not otherwise included, obligations under Currency Agreements,
Commodity Agreements or Interest


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Protection Agreements; (iv) all Disqualified Stock valued at the greatest amount
payable in respect thereof on a liquidation (whether voluntary or involuntary)
plus accrued and unpaid dividends; and (v) any amendment, supplement,
modification, deferral, renewal, extension or refunding of any liability of the
types referred to in clauses (i)-(iv) above, provided that Indebtedness shall
not include accounts payable (including, without limitation, accounts payable to
the Issuer by any Subsidiary or to any such Subsidiary by the Issuer or any
other Subsidiary, in each case, in accordance with customary industry practice)
or liabilities to trade creditors of any entity arising in the ordinary course
of business.

     "Indemnified Persons" has the meaning set forth in Section 5.6 hereof.

     "Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented.

     "Interest Protection Agreement" of any Person means any interest rate swap
agreement, interest rate collar agreement, option or future contract or other
similar agreement or arrangement designed to protect such Person or any of its
Subsidiaries against fluctuations in interest rates.

     "Investments" of any Person means (i) all investments by such Person in any
other Person in the form of loans, advances or capital contributions; (ii) all
guarantees of Indebtedness or other obligations of any other Person by such
Person; (iii) all purchases (or other acquisitions for consideration) by such
Person of Indebtedness, Capital Stock or other securities of any other Person;
and (iv) all other items that would be classified as investments (including,
without limitation, purchases of assets outside the ordinary course of business)
on a balance sheet of such Person prepared in accordance with GAAP.

     "Issue Date" means January [ ], 2002, the date on which the Securities are
originally issued under this Indenture.

     "Issuer" means (except as otherwise provided in Article V) Weirton Steel
Corporation, a Delaware corporation, and, subject to Article VIII, its
successors and assigns.

     "Lien" means, with respect to any Property, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such
Property. For purposes of this definition, the Issuer shall be deemed to own
subject to a Lien any Property which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such Property.

     "Losses" has the meaning set forth in Section 5.6 hereof.

     "Net Cash Proceeds" from an Asset Disposition means cash payments received
(including any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or otherwise (including any cash
received upon sale or disposition of such note or receivable), but only as and
when received), excluding any other consideration received in the form of
assumption by the acquiring Person of Indebtedness or other obligations relating
to the Property disposed of in such Asset Disposition or received in any other
non-cash form unless and until such non-cash consideration is converted into
cash therefrom, in each case,


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net of all legal, title and recording tax expenses, commissions and other fees
and expenses incurred, and all federal, state, provincial, foreign and local
taxes required to be accrued as a liability under GAAP as a consequence of such
Asset Disposition, and in each case net of a reasonable reserve for the
after-tax cost of any indemnification payments (fixed and contingent)
attributable to seller's indemnities to the purchaser undertaken by the Issuer
or any of its Subsidiaries in connection with such Asset Disposition (but
excluding any payments, which by the terms of the indemnities will not, under
any circumstances, be made during the term of the Securities), and net of all
payments made on any Indebtedness which is secured by such Property, in
accordance with the terms of any Lien upon or with respect to such Property or
which must by its terms or by applicable law be repaid out of the proceeds from
such Asset Disposition, and net of all distributions and other payment made to
minority interest holders in Subsidiaries or joint ventures as a result of such
Asset Disposition.

     "Net Income" of any Person for any period means the consolidated net income
or loss, as the case may be, of such Person and its Subsidiaries for such period
determined in accordance with GAAP; provided that there shall be excluded all
extraordinary gains or losses net of respective tax effects (less, without
duplication, all fees and expenses relating thereto).

     "Offer Amount" has the meaning set forth in Section 3.12 hereof.

     "Offer Period" has the meaning set forth in Section 3.12 hereof.

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board of Directors or the President or any Vice President (whether or not
designated by a number or numbers or a word or words added before or after the
title "Vice President") and by the Treasurer or the Secretary or any Assistant
Secretary of the Issuer and delivered to the Trustee. Each such certificate
shall comply with Section 314 of the Trust Indenture Act of 1939 and include the
statements provided for in Section 11.5.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel
who may be an employee of or counsel to the Issuer or who may be other counsel
satisfactory to the Trustee and delivered to the Trustee. Each such opinion
shall comply with Section 314 of the Trust Indenture Act and include the
statements provided for in Section 11.5, if and to the extent required hereby.

     "Original issue date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

     "Outstanding", when used with reference to Securities, shall, subject to
the provisions of Section 6.4, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except

     (a) Securities theretofore cancelled by the Trustee or delivered to the
Trustee for cancellation;

     (b) Securities, or portions thereof, for the payment or redemption of which
moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any


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Paying Agent (other than the Issuer) or shall have been set aside, segregated
and held in trust by the Issuer (if the Issuer shall act as its own Paying
Agent), provided that if such Securities are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given as herein
provided, or provision satisfactory to the Trustee shall have been made for
giving such notice; and

     (c) Securities in substitution for which other Securities shall have been
authenticated and delivered, or which shall have been paid, pursuant to the
terms of Section 2.6 (unless proof satisfactory to the Trustee is presented that
any of such Securities is held by a person in whose hands such Security is a
legal, valid and binding obligation of the Issuer).

     "Paying Agent" has the meaning set forth in Section 3.2 hereof.

     "Permitted Acquisition" means any one or more transactions or series of
transactions by the Issuer or a Subsidiary after the Issue Date, whether
effected by merger, consolidation, purchase, lease or other transfer of assets
or otherwise, to acquire the properties and related business (whether through
the direct purchase of assets or of the Capital Stock of the Person owning such
assets) of any other Person (a) where the Person to be acquired has been
engaged, or the assets involved have been deployed, in the business of making,
processing or distributing steel products, including without limitation tin mill
products or other coated steel products; (b) the consummation of any such
transaction would not otherwise result in any Event of Default immediately
thereafter; and (c) at the time of such transaction and giving effect thereto,
on a pro forma basis, the ratio of Consolidated EBITDA to Consolidated Fixed
Charges for the four fiscal quarters immediately preceding such event for which
financial information is available consistent with the Issuer's prior practice,
taken as one period and calculated on the assumption that all Indebtedness had
been incurred on the first day of such period and that the related Permitted
Acquisition and all its adjustments being included in such pro forma calculation
had also occurred on such date, would not be reduced.

     "Permitted Indebtedness" means (i) Indebtedness of the Issuer and its
Subsidiaries outstanding immediately following the issuance of the Securities,
including any outstanding Senior Notes due 2004 and Senior Notes due 2005, the
Secured Series 2001 Bonds, any outstanding Series 1989 Bonds, Indebtedness of
the Issuer's 1989 ESOP guaranteed by the Issuer even if acquired by the Issuer,
and any put obligation imposed on the Issuer by the plan or by law (including
Section 409 of the Internal Revenue Code of 1986, as amended, and any successor
provision), relating to shares of the Issuer's Capital Stock, authorized and
issued on or before the Issue Date and initially issued to the Issuer's 1989
ESOP or 1984 ESOP.; (ii) the Securities; (iii) Indebtedness in respect of
obligations of the Issuer to the Trustee under this Indenture; (iv) Indebtedness
incurred by the Issuer pursuant to the Credit Facility; provided, however, that
immediately after giving effect to any such incurrence, the aggregate principal
amount of all Indebtedness incurred under this clause (iv) and then outstanding
does not exceed (1) the sum of (x) 65% of the inventory of the Issuer and its
Subsidiaries and (y) 85% of the accounts receivable of the Issuer and its
Subsidiaries (in each case as such amounts are reflected on the consolidated
financial statements of the Issuer) ("Permitted Working Capital Indebtedness"),
plus (2) $50,000,000; (v) intercompany obligations (including intercompany debt
or Disqualified Stock of a Subsidiary which is held by the Issuer or a
Subsidiary of the Issuer) of the Issuer and each of its Subsidiaries; provided,
however, that the obligations of the Issuer to any of its Subsidiaries


                                       12


<PAGE>

with respect to such Indebtedness shall be subject to a subordination agreement
between the Issuer and its Subsidiaries providing for the subordination of such
obligations in right of payment from and after such time as all Securities
issued and outstanding shall become due and payable (whether at stated maturity,
by acceleration or otherwise) to the payment and performance of the Issuer's
obligations under this Indenture and the Securities; provided further, that any
Indebtedness or Disqualified Stock of the Issuer or any Subsidiary owed to any
other Subsidiary that ceases to be a Subsidiary shall be deemed to be incurred
and shall be treated as an incurrence for purposes of Section 3.9 at the time
the Subsidiary in question ceased to be a Subsidiary; (vi) Indebtedness of the
Issuer under any Currency Agreements, Commodity Agreements or Interest
Protection Agreements; (vii) the guarantee by the Issuer or any of its
Subsidiaries of Indebtedness of the Issuer or a Subsidiary of the Issuer that
was permitted to be incurred by another provision of this definition or Section
3.9; (viii) the accrual of interest, accretion or amortization of original issue
discount, the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms, and the payment of dividends on Disqualified
Stock in the form of additional shares of the same class of Disqualified Stock
in the form of additional shares of the same class of Disqualified Stock; (ix)
Indebtedness (including Acquired Indebtedness) incurred in connection with a
Permitted Acquisition; (x) Indebtedness arising from a financing transaction
involving the No. 9 tin tandem mill including without limitation a sale and
leaseback transaction; (xi) additional Indebtedness Issuer or its Subsidiaries
the aggregate principal amount at maturity of which does not exceed
$100,000,000; (xii) Indebtedness of the Issuer and its Subsidiaries in
connection with the Vendor Financing Programs; (ix) obligations in respect of
performance bonds, bankers' acceptances, letters of credit and surety or appeal
bonds provided by the Issuer or any of its Subsidiaries in the ordinary course
of business in an amount not to exceed $10,000,000 in the aggregate; and (xiii)
any Refinancing Indebtedness; provided that (A) the original issue amount of the
Refinancing Indebtedness shall not exceed the maximum principal amount at
maturity and accrued interest of this Indebtedness to be repaid (or if such
Indebtedness was issued at an original issue discount, the original issue price
plus amortization of the original issue discount at the time of the incurrence
of the Refinancing Indebtedness less the amount of any prepayments on or prior
to the date of the Indenture, plus the reasonable fees and expenses directly
incurred in connection with such Refinancing Indebtedness, (B) Refinancing
Indebtedness incurred by any Subsidiary shall not be used to repay or refund
outstanding Indebtedness of the Issuer or any other Subsidiary, and (C) with
respect to any Refinancing Indebtedness that refinances Indebtedness ranking
junior in right of payment to the Securities, (1) the Refinancing Indebtedness
does not require any principal payments prior to the maturity of the Securities
and has an average weighted life that is equal to or greater than the average
weighted life of the Securities and (2) the Refinancing Indebtedness is
subordinated to the Securities to the same or greater extent and on
substantially the same terms or terms more favorable to the holders of the
Securities.

     For purposes of determining compliance with Section 3.9, in the event that
an item of proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (i) through (xii)
above, or is entitled to be incurred pursuant to Section 3.9, the Issuer will be
permitted to classify such item of Indebtedness on the date of its incurrence in
any manner that complies with Section 3.9.

     "Permitted Joint Venture" means the interest of the Issuer in any
corporation, association or other business entity of which 50% or less, but not
less than 10%, of the total


                                       13


<PAGE>

Voting Stock or other interest is at the time owned or controlled, directly or
indirectly, by the Issuer or one or more of its Subsidiaries or a combination
thereof, provided that such corporation, association or entity is engaged in the
business or businesses of the Issuer or any related business.

     "Permitted Liens" means:

     (a) Liens on the assets of the Issuer and any Subsidiary securing
         Indebtedness and other obligations under the Credit Facility and the
         Vendor Financing Programs;

     (b) Liens in favor of the Issuer or its Subsidiaries;

     (c) Liens on property or shares of Capital Stock of a Person existing at
         the time such Person is acquired by or merged with or into or
         consolidated with the Issuer or any of its Subsidiaries; provided,
         however, that such Liens were in existence prior to the consummation of
         such acquisition, merger or consolidation and do not extend to property
         other that the property or shares of Capital Stock being acquired by
         the Issuer or its Subsidiaries (other than property affixed or
         appurtenant thereto);

     (d) Liens to secure the performance of statutory obligations, surety or
         appeal bonds, performance bonds or other obligations of a like nature
         incurred in the ordinary course of business;

     (e) Liens to secure up to $25,000,000 of Indebtedness permitted by clause
         (a) of Section 3.9 or by clause (xi) of the "Permitted Indebtedness"
         definition;

     (f) Liens existing on the Issue Date;

     (g) Liens for taxes, assessments or governmental charges or claims that are
         not yet delinquent or that are being contested in good faith by
         appropriate proceedings promptly instituted and diligently concluded,
         provided, however, that any reserve or other appropriate provision as
         shall be required in conformity with GAAP shall have been made
         therefor;

     (h) Liens securing industrial revenue or pollution control bonds, for which
         the Issuer has payment obligations; provided, however, that such Liens
         relate solely to the project being financed;


                                       14


<PAGE>

     (i) (i) Liens on assets subject to a sale and leaseback transaction
         securing Attributable Debt permitted to be incurred pursuant to Section
         3.9, (ii) Liens in connection with a financing or sale and leaseback
         transaction involving or relating to the No. 9 tin tandem mill, and
         (iii) Liens in connection with long-term tolling or product supply
         agreements with respect to the use of the Collateral, provided that the
         terms of such agreement do not, in the good faith determination of the
         Board of Directors and taking into account any additional collateral
         pledged to secure Securities, impair the value of the Collateral;

     (j) Liens (i) arising from or in connection with clause (i) of the
         "Permitted Indebtedness" definition or (ii) incurred to finance the
         acquisition of property or assets acquired by the Issuer or any of its
         Subsidiaries after the Issue Date, so long as such Lien is created
         within 90 days of such acquisition; provided that in either clause (i)
         or (ii), such Liens do not extend to any property or assets other than
         the property or assets acquired by the Issuer or its Subsidiaries;

     (k) Minor survey exceptions, minor encumbrances, easements or reservations
         of, or rights of others for, licenses, rights-of-way, sewers, electric
         lines, telegraph and telephone lines and other similar purposes, or
         zoning or other restrictions as to the use of real property or Liens
         incidental to the conduct of the business of the Issuer or its
         Subsidiaries or to the ownership of its properties which were not
         incurred in connection with Indebtedness and which do not individually
         or in the aggregate materially adversely affect the value of said
         properties or materially impair their use in the operation of the
         business of the Issuer;

     (l) Liens arising from judgments or similar awards in an amount permitted
         by the Credit Facility;

     (m) Liens on the Collateral effected (i) by the Deed of Trust or (ii) by
         the Issuer for purposes of securing its obligations with respect of the
         Secured Series 2001 Bonds; and

     (n) Liens to secure any Refinancing Indebtedness secured by any Lien
         referred to in the foregoing clause (c), (e), (f) or (h); provided,
         however, that:

         i.   such new Lien shall be limited to all or part of the same property
              and assets that secured or, under the written agreements pursuant
              to which the original Lien arose, could


                                       15


<PAGE>

              secure the original Lien (plus improvements and accessions to,
              such property or proceeds or distributions thereof); and

         ii.  the Indebtedness secured by such Lien at such time is not
              increased to any amount greater than the sum of (A) the
              outstanding principal amount or, if greater, committed amount of
              the Indebtedness described under clause (c), (e), (f) or (h) at
              the time the original Lien became a Permitted Lien and (B) an
              amount necessary to pay any fees and expenses, including premiums,
              related to such refinancing, refunding, extension, renewal or
              replacement.

     "Permitted Payments" means, with respect to the Issuer or any of its
Subsidiaries, (i) any dividend on shares of Capital Stock payable solely in
shares of Capital Stock (other than Disqualified Stock) or in options, warrants
or other rights to purchase Capital Stock (other than Disqualified Stock); (ii)
any dividend or other distribution with respect to Capital Stock payable to the
Issuer by any of its Subsidiaries or by a Subsidiary to another Subsidiary; and
(iii) payments made by the Issuer in satisfaction of any put obligation imposed
on the Issuer by the plan or by law (including Section 409 of the Internal
Revenue Code of 1986, as amended, and any successor provision), relating to
shares of the Issuer's Capital Stock, authorized and issued on or before the
Issue Date and initially issued to the Issuer's 1989 ESOP or 1984 ESOP.

     "Person" means any individual, corporation, limited or general partnership,
joint venture, association, joint stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

     "Preferred Stock" of any Person means all Capital Stock of such Person
which has a preference in liquidation or a preference with respect to the
payment of dividends.

     "principal", wherever used with reference to the Securities or any Security
or any portion thereof, shall be deemed to include "and premium, if any".

     "Prohibited Investment" means, with respect to any Person, any Investment
by such Person in any Person that is not a Subsidiary of such first Person,
other than (i) an Investment in Cash Equivalents; (ii) to the extent not
included in clause (i), (a) negotiable instruments held for collection, (b)
outstanding travel, moving or other similar advances to officers, employees and
consultants of such Person, (c) lease or utility deposits or other similar
deposits or (d) Capital Stock, debt obligations or similar securities received
in settlement of debts owed to such Person or its Subsidiaries as a result of
the foreclosure, perfection or enforcement of any Liens by such Person or any of
its Subsidiaries, but, in each case, only to the extent such Investments are
made in the ordinary course of business; (iii) sales of goods on trade credit
terms consistent with the past practices of such Person or otherwise consistent
with trade credit terms in common use in the industry; and (iv) Investments made
in connection with Permitted Acquisitions.


                                       16


<PAGE>

     "Property" of any Person means all types of real, personal, tangible,
intangible or mixed property owned by such Person whether or not included in the
most recent consolidated balance sheet of such Person and its Subsidiaries under
GAAP.

     "Prospectus" means the prospectus dated December [ ], 2001 relating to the
Securities.

     "Purchase Date" has the meaning set forth in Section 3.12 hereof.

     "Refinancing Indebtedness" means any renewals, extensions, substitutions,
refundings, refinancings or replacements of the Indebtedness referred to in
clauses (i) through (viii) of the definition of Permitted Indebtedness.

     "Registrar" has the meaning set forth in Section 3.2 hereof.

     "Repurchase Date" has the meaning set forth in Section 3.16 hereof.

     "Responsible Officer" when used with respect to the Trustee means any
officer within the Institutional Trust Services (or any successor group) of the
Trustee, including, without limitation, any vice president (whether or not
designated by numbers or words added before or after the title "vice
president"), any assistant vice president, any assistant secretary, any
assistant treasurer or any other officer or assistant officer of the Trustee
customarily performing functions similar to those performed by any of the above-
designated officers who shall in any case, be responsible for the administration
of this document or have familiarity with it, and also means with respect to
particular corporate trust matters any other officer to whom any corporate trust
matter is referred because of his knowledge of and familiarity with the
particular subject.

     "Restricted Payment" means any of the following: (i) the declaration or
payment of any dividend or any other distribution on Capital Stock of the Issuer
or any Subsidiary of the Issuer or any payment made to the direct or indirect
holders (in their capacities as such) of Capital Stock of the Issuer or any
Subsidiary of the Issuer (other than (x) dividends or distributions payable
solely in Capital Stock (other than Disqualified Stock) and (y) in the case of
Subsidiaries of the Issuer, dividends or distributions payable to the Issuer or
to a Subsidiary of the Issuer); (ii) the purchase, redemption or other
acquisition or retirement for value of any Capital Stock, or any option,
warrant, or other right to acquire shares of Capital Stock, of the Issuer or any
of its Subsidiaries; (iii) the making of any principal payment on, or the
purchase, defeasance, repurchase, redemption or other acquisition or retirement
for value, prior to any scheduled maturity, scheduled repayment or scheduled
sinking fund payment, of any Indebtedness which is subordinated in right of
payment to the Securities; (iv) the making of any Prohibited Investment or
guarantee of any Prohibited Investment in any Person; and (v) the making of any
payment to a holder of Capital Stock of the Issuer to reimburse such holder for
losses incurred by such holder upon the disposition of such Capital Stock by
such holder.

     "Secured Series 2001 Bonds" means the 9% Secured Pollution Control Revenue
Refunding Bonds (Weirton Steel Corporation Project) Series 2001 due 2014 in the
aggregate principal amount of up to $19,705,000 to be issued by the City of
Weirton, West Virginia in exchange for the Series 1989 Bonds, pursuant to an
indenture between the City of Weirton and a bond trustee acceptable to it.


                                       17


<PAGE>

     "Securities" has the meaning set forth in the Recitals.

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

     "Security Documents" means the Deed of Trust and other documents and
agreements reasonably required by the Collateral Trustee pursuant to which the
Collateral will be pledged.

     "Senior Notes due 2004" means the 11 3/8% Senior Notes due 2004 in the
aggregate principal amount of $125,000,000 issued by the Issuer pursuant to the
Indenture dated as of July 3, 1996 between the Issuer, as issuer, and Bankers
Trust Company, as trustee.

     "Senior Notes due 2005" means the 10 3/4% Senior Notes due 2005 in the
aggregate principal amount of $125,000,000 issued by the Issuer pursuant to the
Indenture dated as of June 12, 1995, as amended and/or supplemented between the
Issuer, as issuer, and Bankers Trust Company, as trustee.

     "Series 1989 Bonds" means the 8 5/8% Pollution Control Revenue Refunding
Bonds (Weirton Steel Corporation Project) Series 1989 due 2014 in the aggregate
principal amount of $56,300,000 issued by the City of Weirton, West Virginia,
pursuant to an Indenture of Trust dated as of November 1, 1989, between the City
of Weirton, as issuer, and Pittsburgh National Bank, as bond trustee.

     "Subsidiary" means, with respect of any Person, any corporation or other
entity of which a majority of the Capital Stock or other ownership interests
having ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions are at the time directly or
indirectly owned by such Person.

     "Surviving Entity" has the meaning set forth in Section 8.1 hereof.

     "Trustee" means the entity identified as "Trustee" in the first paragraph
hereof and, subject to the provisions of Article V, shall also include any
successor trustee.

     "Trust Indenture Act of 1939"or "Trust Indenture Act" (except as otherwise
provided in Sections 7.1 and 7.2) means the Trust Indenture Act of 1939 as in
force at the date as of which this Indenture was originally executed.

     "Vendor Financing Programs" means the sale and leaseback transaction of the
Issuer's Foster-Wheeler Steam Generating Plant, including related real property
and certain related energy generating equipment, the sale and leaseback
transaction of the Issuer's general office building and research and development
building located in Weirton, West Virginia, and other Indebtedness of the Issuer
or its Subsidiaries in connection with the foregoing and related transactions
with vendors of the Issuer as described in the Prospectus.

     "Voting Stock" means Capital Stock which ordinarily has voting power for
the election of directors (or persons performing similar functions), whether at
all times or only so long as no senior class of securities has such voting power
by reason of any contingency.


                                       18


<PAGE>

     "Wholly Owned Subsidiary" means, at any time, a Subsidiary all of the
Capital Stock of which (except directors' qualifying shares) are at the time
owned directly or indirectly by the Issuer.


                                   ARTICLE II
              ISSUE, EXECUTION, FORM AND REGISTRATION OF SECURITIES

Section 2.1. AUTHENTICATION AND DELIVERY OF SECURITIES; ISSUANCE OF EXCHANGE
SECURITIES. Upon the execution and delivery of this Indenture, or from time to
time thereafter, Securities in an aggregate principal amount at maturity not in
excess of $[ ] (except as otherwise provided in Section 2.6), may be executed by
the Issuer and delivered to the Trustee for authentication, and the Trustee
shall thereupon authenticate and deliver said Securities to or upon the written
order of the Issuer, signed by both (a) its Chairman of the Board of Directors,
or any Vice Chairman of the Board of Directors, or its President or any Vice
President (whether or not designated by a number or numbers or a word or words
added before or after the title "Vice President") and (b) by its Treasurer or
any Assistant Treasurer, any Vice President or any Secretary without any further
action by the Issuer. In the case of the original issuance of the Securities,
the Trustee shall be entitled to receive an Opinion of Counsel of the Issuer
dated the date thereof substantially to the effect that:

     (a) The Securities have been duly authorized, executed, authenticated and
delivered to the Holders of the Securities and assuming due authentication by
the Trustee, will be (x) valid and binding obligations of the Issuer enforceable
in accordance with their terms, except as (A) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting creditors' rights
generally and except as enforcement thereof is subject to general principles of
equity (regardless of whether enforcement is considered in a proceeding in
equity or at law) and (B) rights of acceleration and the availability of
equitable remedies may be limited by equitable principles of general
applicability and (y) entitled to the benefits of the Indenture.

     (b) No consent, approval, authorization or order of, or qualification or
filing with, any governmental body or agency is required for the issuance of the
Securities or the performance by the Issuer of its obligations under the
Securities, except such as have been obtained by the date of such opinion and
such as may be required by the securities or Blue Sky laws of the various
states.

Section 2.2. EXECUTION OF SECURITIES. The Securities shall be signed on behalf
of the Issuer by both (a) its Chairman of the Board of Directors or any Vice
Chairman of the Board of Directors or its President or any Vice President
(whether or not designated by a number or numbers or a word or words added
before or after the title "Vice President") and (b) by its Treasurer or any
Assistant Treasurer or its Secretary or any Assistant Secretary, under its
corporate seal which may, but need not, be attested. Such signatures may be the
manual or facsimile signatures of the present or any future such officers. The
seal of the Issuer may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Securities.
Typographical and other minor errors or defects in any such reproduction of the
seal or any such signature shall not affect the validity or enforceability of
any Security which has been duly authenticated and delivered by the Trustee. In
case any officer of the Issuer who shall have signed any of the Securities shall
cease to be such officer before the Security so signed shall be


                                       19


<PAGE>

authenticated and delivered by the Trustee or disposed of by the Issuer, such
Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Security had not ceased to be such officer of
the Issuer; and any Security may be signed on behalf of the Issuer by such
persons as, at the actual date of the execution of such Security, shall be the
proper officers of the Issuer, although at the date of the execution and
delivery of this Indenture, any such person was not such officer.

Section 2.3. CERTIFICATE OF AUTHENTICATION. Only such Securities as shall bear
thereon a certificate of authentication substantially in the form set forth in
Exhibit C hereof, executed by the Trustee by manual signature of one of its
authorized signatories, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. Such certificate by the Trustee upon any
Security executed by the Issuer shall be conclusive evidence that the Security
so authenticated has been duly authenticated and delivered hereunder and that
the holder is entitled to the benefits of this Indenture.

Section 2.4. FORM, DENOMINATION AND DATE OF SECURITIES; PAYMENTS OF INTEREST.
The Securities and the Trustee's certificates of authentication shall be
substantially in the forms attached hereto as Exhibits A-C, respectively. The
Securities shall be issuable as registered securities without coupons and in
denominations provided for in the form of Security attached hereto as Exhibits A
and B. The Securities shall be numbered, lettered, or otherwise distinguished in
such manner or in accordance with such plans as the officers of the Issuer
executing the same may determine with the approval of the Trustee. The
Securities shall be issued in registered form and may, if agreed by the Issuer
and the Holder, be issued in the form of a permanent global security (any such
global security, "Global Securities") in the form set forth in Exhibit A hereto.
Securities may be issued, if agreed by the Issuer and the Holder, in the form of
definitive Securities in physical form. Securities shall be issued in registered
form, substantially in the form set forth in Exhibit B hereto. Any of the
Securities may be issued with appropriate insertions, omissions, substitutions
and variations, and may have imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of this Indenture, as
may be required to comply with any law or with any rules or regulations pursuant
thereto, or with the rules of any securities market in which the Securities are
admitted to trading, or to conform to general usage. The Issuer shall furnish
any such legends or endorsements to the Trustee in writing. The Issuer shall
approve the form of the Securities and any notation, legend or endorsement on
them.

     Each Security shall be dated the date of its authentication, shall bear
interest from the date stated therein and shall be payable on the dates
specified on the face of the applicable form of Security.

     The person in whose name any Security is registered at the close of
business on any record date with respect to any interest payment date shall be
entitled to receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the extent
the Issuer shall default in the payment of the interest due on such interest
payment date, in which case such defaulted interest, if any, shall be paid to
the persons in whose names outstanding Securities are registered at the close of
business on a subsequent record date (which shall be not less than five business
days prior to the date of payment of such defaulted interest, if any,)
established by notice given by mail by or on behalf of the Issuer to the holders
of Securities


                                       20


<PAGE>

not less than 15 days preceding such subsequent record date. The term "record
date" as used with respect to any interest payment date (except a date for
payment of defaulted interest, if any,) shall mean if such interest payment date
is the first day of a calendar month, the fifteenth day of the next preceding
calendar month and shall mean, if such interest payment date is the fifteenth
day of a calendar month, the first day of such calendar month, whether or not
such record date is a business day.

Section 2.5. GLOBAL LEGEND. (a) Each Global Security shall bear the following
legend on the face thereof:

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

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
         THEREOF OR SUCH SUCCESSOR'S NOMINEE.

     (b) Each Security shall bear the following original issue discount legend:

         FOR PURPOSES OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS
         AMENDED (THE "CODE"), THIS SECURITY HAS ORIGINAL ISSUE DISCOUNT. FOR
         PURPOSES OF SECTION 1273 OF THE CODE, THE ISSUE PRICE IS $ AND THE
         AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $ , IN EACH CASE PER $1,000
         PRINCIPAL AMOUNT OF THIS SECURITY FOR PURPOSES OF SECTION 1273 OF THE
         CODE, THE YIELD TO MATURITY COMPOUNDED SEMIANNUALLY IS %.

Section 2.6. REGISTRATION, TRANSFER AND EXCHANGE. The Issuer will keep at each
office or agency to be maintained for the purpose as provided in Section 3.2 a
register or registers in which the transfer of Securities as in this Article
provided. Such register shall be in written form in the English language or in
any other form capable of being converted into such form within a reasonable
time. At all reasonable times, such register or registers shall be open for
inspection by the Trustee.

     The Securities are issuable only in registered form. A Holder may transfer
a Security by written application to the Registrar stating the name of the
proposed transferee and


                                       21


<PAGE>

otherwise complying with the terms of this Indenture. No such transfer shall be
effected until, and such transferee shall succeed to the rights of a Holder only
upon, final acceptance and registration of the transfer by the Registrar in the
Security Register. Prior to the registration of any transfer by a Holder as
provided herein, the Issuer, the Trustee, and any agent of the Issuer shall
treat the person in whose name the Security is registered as the owner thereof
for all purposes whether or not the Security shall be overdue, and neither the
Issuer, the Trustee, nor any such agent shall be affected by notice to the
contrary. Furthermore, the Depositary shall, by acceptance of a Global Security,
agree that transfers of beneficial interests in such Global Security may be
effected only through a book-entry system maintained by the Depositary (or its
agent), and that ownership of a beneficial interest in the Global Security shall
be required to be reflected in a book entry. When Securities are presented to
the Registrar with a request to register the transfer or to exchange them for an
equal principal amount of Securities of other authorized denominations, the
Registrar shall register the transfer or make the exchange as requested if its
requirements for such transactions are met. To permit registrations of transfers
and exchanges in accordance with the terms, conditions and restrictions hereof,
the Issuer shall execute and the Trustee shall authenticate Securities at the
Registrar's request. No service charge shall be made for any registration of
transfer or exchange or redemption of the Securities, but the Issuer may require
payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such transfer taxes or
other similar governmental charge payable upon exchanges pursuant to Section
2.10, 7.5 or 12.2). The Registrar shall not be required (i) to issue, register
the transfer of or exchange any Security during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Securities selected for redemption under Section 12.2 and ending
at the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

     Upon due presentation for registration of transfer of any Security at each
such office or agency, the Issuer shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Security or Securities in authorized denominations for a like aggregate
principal amount.

     All Securities presented for registration of transfer, exchange, redemption
or payment shall (if so required by the Issuer or the Trustee) be duly endorsed
by, or be accompanied by a written instrument or instruments of transfer in form
satisfactory to the Issuer and the Trustee duly executed by the holder or his
attorney duly authorized in writing.

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

Section 2.7. BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES. (a) Each Global
Security initially shall (i) be registered in the name of the Depositary or the
nominee of such Depositary and (ii) be delivered to the Trustee as custodian for
such Depositary and (iii) bear legends as set forth in Section 2.5(a). Except as
described in this Article II, owners of interests in the Global Securities shall
not have Securities registered in their names, will not receive physical
delivery of Securities in definitive form and will not be considered the
registered owners or holders thereof under this


                                       22


<PAGE>

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

     (b) Transfers of a Global Security shall be limited to transfers of such
Global Security in whole, but not in part, to the Depositary, its successors or
their respective nominees. Beneficial interests in the Global Security may be
transferred in accordance with the applicable rules and procedures of the
Depositary. In addition, definitive Securities in physical form shall be
transferred to all beneficial owners in exchange for their beneficial interests
in the Global Security if (i) the Depositary notifies the Issuer that it is
unwilling or unable to continue as Depositary for the Global Security and a
successor depositary is not appointed by the Issuer within 90 days of such
notice or (ii) there shall have occurred and be continuing an Event of Default
or any event which after notice or lapse of time or both would be an Event of
Default with respect to the Securities. Securities issued in definitive form
will be in fully registered form, without coupons, in minimum denominations of
$50 and integral multiples of $50 above that amount. Upon issuance of Securities
in definitive form, the Trustee is required to register Securities in the name
of, and cause the Securities to be delivered to, the person or persons (or
nominee thereof) identified as the beneficial owners as the Depositary shall
direct.

     (c) In connection with any transfer of a beneficial interest in a Global
Security to a transferee receiving definitive Securities in physical form
pursuant to paragraph (b) of this Section, the Registrar shall reflect on its
books and records the date and the decrease in the principal amount of the
Global Security in an amount equal to the principal amount of the beneficial
interest in the Global Security to be transferred, and the Issuer shall execute,
and the Trustee shall authenticate and deliver, one or more definitive
Securities in physical form of like tenor and amount.

     (d) In connection with the transfer of the entire Global Security to
beneficial owners pursuant to paragraph (b) of this Section, the Global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Issuer shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depositary in exchange for its beneficial
interest in the Global Security, an equal aggregate principal amount of
definitive Securities in physical form or of authorized denominations.

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


                                       23


<PAGE>

Section 2.8. MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN SECURITIES. In case
any temporary or definitive Security shall become mutilated, defaced or be
apparently destroyed, lost or stolen, the Issuer in its discretion may execute,
and upon the written request of any officer of the Issuer, the Trustee shall
authenticate and deliver, a new Security, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced Security,
or in lieu of and substitution for the Security so apparently destroyed, lost or
stolen. In every case the applicant for a substitute Security shall furnish to
the Issuer and to the Trustee and any agent of the Issuer or the Trustee such
security or indemnity as may be required by them to indemnify and defend and to
save each of them harmless and, in every case of destruction, loss or theft
evidence to their satisfaction of the apparent destruction, loss or theft of
such Security and of the ownership thereof.

     Upon the issuance of any substitute Security, the Issuer 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 and its counsel) connected therewith. In case any
Security which has matured or is about to mature, shall become mutilated or
defaced or be apparently destroyed, lost or stolen, the Issuer may, instead of
issuing a substitute Security, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated or defaced Security), if the
applicant for such payment shall furnish to the Issuer and to the Trustee and
any agent of the Issuer or the Trustee such security or indemnity as any of them
may require to save each of them harmless from all risks, however remote, and,
in every case of apparent destruction, loss or theft, the applicant shall also
furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee
evidence to their satisfaction of the apparent destruction, loss or theft of
such Security and of the ownership thereof.

     Every substitute Security issued pursuant to the provisions of this Section
by virtue of the fact that any Security is apparently destroyed, lost or stolen
shall constitute an additional contractual obligation of the Issuer, whether or
not the apparently destroyed, lost or stolen Security shall be at any time
enforceable by anyone and shall be entitled to all the benefits of (but shall be
subject to all the limitations of rights set forth in) this Indenture equally
and proportionately with any and all other Securities duly authenticated and
delivered hereunder. All Securities shall be held and owned upon the express
condition that, to the extent permitted by law, the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, defaced, or
apparently destroyed, lost or stolen Securities and shall preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

Section 2.9. CANCELLATION OF SECURITIES; DESTRUCTION THEREOF. All Securities
surrendered for payment, redemption, registration of transfer or exchange, if
surrendered to the Issuer or any agent of the Issuer or the Trustee, shall be
delivered to the Trustee for cancellation or, if surrendered to the Trustee,
shall be cancelled by it; and no Securities shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. The
Trustee shall destroy cancelled Securities held by it and deliver a certificate
of destruction to the Issuer. If the Issuer shall acquire any of the Securities,
such acquisition shall not operate as a redemption


                                       24


<PAGE>

or satisfaction of the indebtedness represented by such Securities unless and
until the same are delivered to the Trustee for cancellation.

Section 2.10. TEMPORARY SECURITIES. Pending the preparation of definitive
Securities, the Issuer may execute and the Trustee shall authenticate and
deliver temporary Securities (printed, lithographed, typewritten or otherwise
reproduced, in each case in form satisfactory to the Trustee). Temporary
Securities shall be issuable as registered Securities without coupons, of any
authorized denomination, and substantially in the form of the definitive
Securities but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Issuer
with the concurrence of the Trustee. Temporary Securities may contain such
reference to any provisions of this Indenture as may be appropriate. Every
Temporary Security shall be executed by the Issuer and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities. Without unreasonable delay, the
Issuer shall execute and shall furnish definitive Securities and thereupon
temporary Securities may be surrendered in exchange therefor without charge at
each office or agency to be maintained by the Issuer for the purpose pursuant to
Section 3.2, and the Trustee shall authenticate and deliver in exchange for such
temporary Securities a like aggregate principal amount of definitive Securities
of authorized denominations. Until so exchanged, the temporary Securities shall
be entitled to the same benefits under this Indenture as definitive Securities.

Section 2.11. WIRE PAYMENTS. Notwithstanding any provisions of this Indenture
and the Securities to the contrary, if the Issuer and a Holder so agree,
payments of cash interest on, and any portion of the principal of any Securities
other than the final payment of principal on a Security, may be made by the
Paying Agent upon receipt from the Issuer in immediately available funds,
directly to the Holder of such Security (whether by Federal funds, wire transfer
or otherwise) if the Holder has delivered written instructions to the Trustee 15
days prior to such payment date requesting that such payment will be so made and
designating the bank account to which such payment shall be so made and in the
case of payments of a portion of the principal of any Securities other than the
final payment of principal on a Security, the holder of such Security surrenders
the same to the Trustee in exchange for a Security or Securities aggregating the
same principal amount as the unredeemed principal amount of the Securities
surrendered. The Trustee shall be entitled to rely on the last instruction
delivered by the Holder pursuant to this Section 2.11 unless a new instruction
is delivered 15 days prior to a payment date. The Issuer will indemnify and hold
the Trustee harmless against any loss, liability or expense (including
attorneys' fees) resulting from any act or omission to act on the part of the
Issuer or any such Holder in connection with any such agreement or which the
Paying Agent may incur as a result of making any payment in accordance with any
such agreement.

Section 2.12. DEPOSIT OF MONEYS. On or before each payment date (including a
Repurchase Date), the Issuer shall deposit with the Paying Agent (or if the
Issuer or one of its Subsidiaries or any Affiliate of any thereof is the Paying
Agent, shall segregate and hold in trust) money sufficient to make the payment
of principal of and interest due hereunder on such payment date which shall, to
the extent wire payments are to be made pursuant to Section 2.11 or otherwise
pursuant to this Indenture be made in immediately available funds.


                                       25


<PAGE>

                                   ARTICLE III
                     COVENANTS OF THE ISSUER AND THE TRUSTEE

Section 3.1. PAYMENT OF PRINCIPAL AND INTEREST. The Issuer covenants and agrees
that it will duly and punctually pay or cause to be paid the principal of and
interest on each of the Securities at the place or places, at the respective
times and in the manner provided in the Securities. Each installment of interest
on the Securities may be paid by mailing checks for such interest payable to or
upon the written order of the holders of Securities entitled thereto as they
shall appear on the registry books of the Issuer. The Issuer shall pay interest
on overdue principal at the rate borne by the Securities and shall pay interest
on overdue installments of interest at the same rate to the extent lawful.

Section 3.2. OFFICES FOR PAYMENTS, ETC. So long as any of the Securities remain
outstanding, the Issuer will maintain in the Borough of Manhattan, the City of
New York, the following:

     (a) an office or agency where the Securities may be presented for payment
(the "Paying Agent");

     (b) an office or agency where the Securities may be presented for
registration of transfer and for exchange as in this Indenture provided (the
"Registrar"); and

     (c) an office or agency where notices and demands to or upon the Issuer in
respect of the Securities or of this Indenture may be served.

     The Issuer will give to the Trustee written notice of the location of any
such office or agency and of any change of location thereof. The Issuer hereby
initially designates the Corporate Trust Office of the Trustee as the office or
agency for each such purpose. In case the Issuer shall fail to maintain any such
office or agency or shall fail to give such notice of the location or of any
change in the location thereof, presentations and demands may be made and
notices may be served at the Corporate Trust Office. The Trustee shall initially
be the Registrar and Paying Agent; provided, however, that the Issuer may act as
Paying Agent or Registrar.

Section 3.3. APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE. The Issuer,
whenever necessary to avoid or fill a vacancy in the office of Trustee, will
appoint, in the manner provided in Section 5.9, a Trustee, so that there shall
at all times be a Trustee hereunder.

Section 3.4. PAYING AGENTS. Whenever the Issuer shall appoint a Paying Agent
other than the Trustee, it will cause such Paying Agent to execute and deliver
to the Trustee an instrument in which such agent shall agree with the Trustee,
subject to the provisions of this Section:

     (a) that it will hold all sums received by it as such agent for the payment
of the principal of and interest on the Securities (whether such sums have been
paid to it by the Issuer or by any other obligor on the Securities) in trust for
the benefit of the holders of the Securities or of the Trustee;


                                       26


<PAGE>

     (b) that it will give the Trustee notice of any failure by the Issuer (or
by any other obligor on the Securities) to make any payment of the principal of
and interest on the Securities when the same shall be due and payable; and

     (c) pay any such sums so held in trust by it to the Trustee upon the
Trustee's written request at any time during the continuance of the failure
referred to in clause (b) above.

     The Issuer will, prior to each due date of the principal of and interest on
the Securities, deposit with the Paying Agent a sum sufficient to pay such
principal, interest, and (unless such Paying Agent is the Trustee) the Issuer
will promptly notify the Trustee of any failure to take such action.

     If the Issuer shall act as its own Paying Agent, it will, on or before each
due date of the principal of and interest, on the Securities, set aside,
segregate and hold in trust for the benefit of the holders of the Securities a
sum sufficient to pay such principal interest, so becoming due. The Issuer will
promptly notify the Trustee of any failure to take such action.

     Anything in this Section to the contrary notwithstanding, the Issuer may at
any time, for the purpose of obtaining a satisfaction and discharge of this
Indenture or for any other reason, pay or cause to be paid to the Trustee all
sums held in trust by the Issuer or any Paying Agent hereunder, as required by
this Section, such sums to be held by the Trustee upon the trusts herein
contained.

     Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Sections 9.3 and 9.4.

Section 3.5. CERTIFICATE TO TRUSTEE. The Issuer will furnish to the Trustee
within 120 days after the end of each fiscal year a brief certificate (which
need not comply with Section 11.5) from the principal executive, financial or
accounting officer of the Issuer as to his or her knowledge of the Issuer's
compliance with all conditions and covenants under the Indenture during such
fiscal year (such compliance to be determined without regard to any period of
grace or requirement of notice provided under the Indenture).

Section 3.6. SECURITYHOLDERS' LISTS. If and so long as the Trustee shall not be
the Security Registrar, the Issuer will furnish or cause to be furnished to the
Trustee a list in such form as the Trustee may reasonably require of the names
and addresses of the holders of the Securities pursuant to Section 312 of the
Trust Indenture Act (a) semiannually not more than 15 days after each record
date for the payment of semiannual interest on the Securities, as herein above
specified, as of such record date, and (b) at such other times as the Trustee
may request in writing, within thirty days after receipt by the Issuer of any
such request as of a date not more than 15 days prior to the time such
information is furnished.

Section 3.7. REPORTS TO HOLDERS OF THE SECURITIES. The Issuer covenants to file
with the Trustee, within 15 days after the Issuer is required to file the same
with the Commission, copies of the annual reports and of the information,
documents, and other reports which the Issuer may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act. If,
during any period in which Securities with an aggregate principal amount at
maturity


                                       27


<PAGE>

equal to or greater than ten percent of the aggregate principal amount at
maturity of Securities originally issued under this Indenture are outstanding,
the Issuer is not obligated to file annual reports, documents or other reports
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, the
Issuer will furnish to the Trustee the same such annual reports, documents or
other reports as if the Issuer were so subject. In addition, whether or not
required by the rules and regulations of the Commission, the Issuer shall file a
copy of all such information and reports with the Commission for public
availability (unless the Commission will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request.

Section 3.8. REPORTS BY THE TRUSTEE. Any Trustee's report required under Section
313(a) of the Trust Indenture Act of 1939 shall be transmitted on or before the
first date for the regular payment of semiannual interest on the Securities next
succeeding November 15 in each year, and shall be dated as of a date convenient
to the Trustee no more than 60 nor less than 45 days prior thereto (unless such
November 15 is less than 45 days prior to such interest payment date, in which
case such report shall be (a) so transmitted on or before the second such
interest payment date next succeeding such November 15 and (b) as of a date
determined as provided above). The Trustee also shall comply with Section
313(b)(2) of the Trust Indenture Act of 1939. In addition, the Trustee shall
transmit by mail all reports as required by Section 313(c) of the Trust
Indenture Act of 1939.

     A copy of each report, at the time of its mailing to the Holders of
Securities, shall be mailed to the Issuer and filed with the Commission and with
each stock exchange on which the Securities are listed in accordance with
Section 313(d) of the Trust Indenture Act of 1939. The Issuer shall promptly
notify the Trustee when the Securities are listed on any stock exchange or of
any delisting thereof.

Section 3.9. LIMITATIONS ON INDEBTEDNESS. The Issuer will not, and will not
permit any Subsidiary to, create, incur, assume, become liable for or guarantee
the payment of (collectively, an "incurrence") any Indebtedness (including
Acquired Indebtedness), other than Permitted Indebtedness, or permit any
Subsidiary to issue any Preferred Stock other than Preferred Stock that is
issued to and held by the Issuer or a wholly owned Subsidiary of the Issuer (so
long as the Issuer or a wholly owned Subsidiary of the Issuer owns such
Preferred Stock); provided the Issuer may incur, and may permit any Subsidiary
to incur, Indebtedness (including Acquired Indebtedness) if (a) at the time of
such event and after giving effect thereto, on a pro forma basis, the ratio of
Consolidated EBITDA to Consolidated Fixed Charges for the four fiscal quarters
immediately preceding such event for which financial information is available
consistent with the Issuer's prior practice, taken as one period and calculated
on the assumption that such Indebtedness had been incurred on the first day of
such four-quarter period and, in the case of Acquired Indebtedness, on the
assumption that the related acquisition (whether by means of purchase, merger or
otherwise) also had occurred on such date with the appropriate adjustments with
respect to such acquisition being included in such pro forma calculation, would
have been greater than 1.75 to 1, and (b) no Default or Event of Default shall
have occurred and be continuing at the time or as a consequence of the
incurrence of such Indebtedness.

Section 3.10. LIMITATIONS ON RESTRICTED PAYMENTS. The Issuer will not, and will
not permit any of its Subsidiaries to, directly or indirectly, make any
Restricted Payment unless:


                                       28


<PAGE>

     (a) no Default or Event of Default shall have occurred and be continuing at
the time of or after giving effect to such Restricted Payment; and

     (b) immediately after giving effect to such Restricted Payment, the
aggregate of all Restricted Payments (the fair market value of any such
Restricted Payment, if other than cash, as determined in good faith by the
Issuer's Board of Directors and evidenced by a resolution of such Board of
Directors) declared or made after the Issue Date does not exceed the sum of (i)
50% of the Consolidated Net Income of the Issuer on a cumulative basis during
the period (taken as one accounting period) from and including January 1, 2002
and ending on the last day of the Issuer's last fiscal quarter ending prior to
the date of such Restricted Payment (or in the event such Consolidated Net
Income shall be a deficit, minus 100% of such deficit), plus (ii) 100% of the
aggregate net cash proceeds of, and the fair market value of marketable
securities (as determined in good faith by the Board of Directors and evidenced
by a resolution of such Board of Directors) received by the Issuer from, the
issue or sale after January 1, 2002 of Capital Stock of the Issuer (other than
the issue or sale of (A) Disqualified Stock, (B) Capital Stock of the Issuer to
any Subsidiary of the Issuer or (C) Capital Stock convertible (whether at the
option of the Issuer or the holder thereof or upon the happening of any event)
into any security other than its Capital Stock) and any Indebtedness or other
securities of the Issuer convertible into or exercisable for Capital Stock
(other than Disqualified Stock) of the Issuer which has been so converted or
exercised, as the case may be, plus (iii) the amount by which the Indebtedness
of the Issuer is reduced on the Issuer's balance sheet upon the conversion or
exchange (other than by a Subsidiary of the Issuer) subsequent to the Issue Date
of any Indebtedness of the Issuer convertible or exchangeable for Capital Stock
(other than Disqualified Stock) of the Issuer (less the amount of any cash or
the fair market value of other property distributed to the Issuer upon such
conversion or exchange);

provided that, notwithstanding the foregoing, (1) the Issuer and its
Subsidiaries shall be permitted to make Permitted Payments and (2) the Issuer
and any Subsidiary shall be permitted to make Investments in Permitted Joint
Ventures if at the time of such Investment and after giving effect thereto, on a
pro forma basis, (X) the Issuer could incur at least $1.00 of Indebtedness
(other than Permitted Indebtedness) pursuant to clause (a) of Section 3.9
(assuming for purposes of such calculation, if such Investment is made other
than with borrowed funds or funds obtained from the issuance of Capital Stock
specifically for the purpose of such Investment, that the Issuer incurred
Indebtedness in an amount equal to such Investment bearing interest at the
weighted average rate of interest paid by the Issuer on its outstanding
Indebtedness during the four fiscal quarters most recently ended) or otherwise
pursuant to clause (xi) of the definition of Permitted Indebtedness, (Y) the
aggregate amount of Investments made pursuant to this clause (2), less the
aggregate amount of dividends, other distributions of earnings and returns of
capital received by the Issuer from such Permitted Joint Ventures in cash, does
not exceed $50,000,000 and (Z) no Default or Event of Default shall have
occurred and be continuing; and provided further that the foregoing clause (b)
shall not prevent (I) the payment of any dividend within 60 days of its
declaration if such dividend could have been made on the date of its declaration
without violation of the provisions of this covenant or (II) the redemption,
repurchase, retirement or other acquisition of any Capital Stock of the Issuer
in exchange for, or out of the proceeds of, the substantially concurrent sale
(other than to a Subsidiary of the Issuer) of other Capital Stock of the Issuer
(other than any Disqualified Stock); provided that the amount


                                       29


<PAGE>

of any such net cash proceeds that are utilized for any such redemption,
repurchase, retirement or other acquisition shall be excluded from clause
(b)(ii) of the preceding paragraph; or (III) the defeasance, redemption or
repurchase of Indebtedness which is subordinated in right of payment to the
Securities with the net cash proceeds from an incurrence of Refinancing
Indebtedness or the substantially concurrent sale (other than to a Subsidiary of
the Issuer) of other Capital Stock of the Issuer (other than any Disqualified
Stock); provided that the amount of any such net cash proceeds that are utilized
for any such redemption, repurchase, retirement or other acquisition shall be
excluded from clause (b)(ii) of the preceding paragraph.

Section 3.11. LIMITATIONS ON TRANSACTIONS WITH AFFILIATES. So long as any of the
Securities remain outstanding, neither the Issuer nor any of its Subsidiaries
will directly or indirectly enter into any transaction or series of related
transactions involving aggregate consideration in excess of $1,000,000 in any
fiscal year with any Affiliate or holder of 5% or more of any class of Capital
Stock of the Issuer (including any Affiliates of such holders) except for any
transaction (including any loans or advances by or to any Affiliate) (i) the
terms of which are fair and reasonable to the Issuer or such Subsidiary, as the
case may be, and are at least as favorable as the terms which could be obtained
by the Issuer or such Subsidiary, as the case may be, in a comparable
transaction made on an arm's length basis with Persons who are not such a
holder, an Affiliate of such holder or Affiliate of the Issuer and (ii) which
has been approved by a majority of the Issuer's directors (including a majority
of the Issuer's independent directors, if any) in the exercise of their
fiduciary duties; provided that any such transaction shall be conclusively
deemed to be on terms which are fair and reasonable to the Issuer or any of its
Subsidiaries and on terms which are at least as favorable as the terms which
could be obtained on an arm's length basis with Persons who are not such a
holder, an Affiliate of such holder or Affiliate of the Issuer if such
transaction is approved by a majority of the Board of Directors (including a
majority of the Issuer's independent directors, if any). This covenant does not
apply to: (a) any transaction between the Issuer and any of its Wholly Owned
Subsidiaries or between any of its Wholly Owned Subsidiaries; (b) any Restricted
Payment not otherwise prohibited by Section 3.10; (c) any transaction pursuant
to an agreement in existence on the date of the Indenture and included as an
exhibit to the Issuer's Exchange Act Reports; (d) transactions between the
Issuer and the 1984 ESOP, 1989 ESOP or any other employee benefit plan; or (e)
any transaction with a Subsidiary or a Permitted Joint Venture which would
constitute a transaction with an Affiliate solely because the Issuer or a
Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a
Permitted Joint Venture.

Section 3.12. RESTRICTIONS ON DISPOSITION OF ASSETS OF THE ISSUER. (a) Subject
to the provisions of Section 8.1, the Issuer will not, and will not permit any
of its Subsidiaries to, make any Asset Disposition unless (i) the Issuer (or the
Subsidiary, as the case may be) receives consideration at the time of such sale
or other disposition at least equal to the fair market value thereof, as
determined in good faith by the Issuer's Board of Directors and evidenced by a
resolution of such Board of Directors; provided, that no resolution of the Board
of Directors shall be required in connection with the disposition of
approximately 200 contiguous acres adjacent to the Issuer's headquarters at 400
Three Springs Drive, Weirton, West Virginia, [AS DEPICTED ON EXHIBIT F HERETO],
(ii) not less than 75% of the consideration received by the Issuer (or the
Subsidiary, as the case may be) is in the form of cash or Cash Equivalents and
(iii) the Net Cash Proceeds of the Asset Disposition are within 270 days, at the
Issuer's election, (A) invested in the business or


                                       30


<PAGE>

businesses of the Issuer as of the Issue Date or any related business, or (B) to
the extent the Issuer elects (or is so required by the terms of any
Indebtedness), to prepay or repay the Credit Facility or (C) to the extent of
the balance of such Net Cash Proceeds after application in accordance with (A)
and (B), to make an Asset Disposition Offer to purchase the Securities (on a pro
rata basis if the amount available for such purchase is less than 100% of the
Accreted Value of the Securities) and any other secured Indebtedness which is
pari passu with the Securities, at a purchase price of 100% of the Accreted
Value of the Securities or the principal amount at maturity thereof plus accrued
and unpaid interest, if any, as the case may be, to the date of repayment.
Notwithstanding the foregoing, the Issuer and its Subsidiaries will not be
required to apply any Net Cash Proceeds in accordance with this provision except
to the extent that the aggregate gross proceeds from all Asset Dispositions
which are not applied in accordance with this provision exceed $25,000,000.

     (b) In the event that the Issuer elects to purchase Securities pursuant to
Section 3.12(a)(iii)(C) above, the Issuer will purchase Securities tendered
pursuant to a tender offer by the Issuer for the Securities (the "Asset
Disposition Offer") in accordance with the procedures (including prorationing in
the event of oversubscription) set forth in Section 3.12(c). If the aggregate
purchase price of Securities tendered pursuant to the Asset Disposition Offer is
less than the Net Cash Proceeds allotted to the purchase of the Securities, the
Issuer shall apply the remaining Net Cash Proceeds in accordance with clauses
(A), (B) and (C) of Section 3.12(a)(iii) above.

     (c) (i) In the event that the Issuer elects to purchase Securities pursuant
to Section 3.12(a)(iii)(C) above, the Issuer shall be obligated to deliver to
the Trustee and send, by first-class mail to each Holder, a written notice
stating that: (A) such Holder may elect to have his Securities purchased by the
Issuer either in whole or in part (subject to prorationing as hereinafter
described in the event the Asset Disposition Offer is oversubscribed) in
multiples of $1,000 principal amount, at the applicable purchase price, plus
accrued interest and unpaid interest, to the date of purchase by the Issuer; (B)
any Security not tendered or accepted for payment will continue to accrue
interest; (C) any Security accepted for payment pursuant to the Asset
Disposition Offer shall cease to accrue interest after the Purchase Date; and
(D) Holders will be entitled to withdraw their election in the manner described
in clause (iii) below.

     The notice shall also specify a purchase date not less than 30 days nor
more than 60 days after the date of such notice (the "Purchase Date"), shall
include all instructions and materials necessary to enable each Holder to tender
Securities pursuant to the Asset Disposition Offer, and shall contain
information concerning the business of the Issuer which the Issuer in good faith
believes will enable such Holders to make an informed decision (which at a
minimum will include (1) the most recently filed Annual Report on Form 10-K
(including audited consolidated financial statements) of the Issuer, the most
recent subsequently filed Quarterly Report on Form 10-Q and any Current Report
on Form 8-K of the Issuer filed subsequent to such Quarterly Report, other than
Current Reports describing other asset dispositions otherwise described in the
offering materials, (2) corresponding successor reports or reports otherwise
required pursuant to Section 3.7 to be delivered to Holders if the Issuer is no
longer filing reports pursuant to the Securities Exchange Act of 1934, (3) a
description of material developments in the Issuer's business subsequent to the
date of the latest of such reports, and (4) if material, appropriate pro forma
financial information. Substantially simultaneously with the mailing of


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<PAGE>

the notice, the Issuer shall cause a copy of such notice to be published in The
Wall Street Journal or another newspaper of general circulation in the Borough
of Manhattan, the City of New York.

          (ii) Not later than the date upon which written notice of an Asset
     Disposition Offer is delivered to the Trustee as provided above, the Issuer
     shall deliver to the Trustee an Officers' Certificate as to (A) the amount
     of the Asset Disposition Offer (the "Offer Amount"), (B) the allocation of
     the Net Cash Proceeds pursuant to which such Asset Disposition Offer is
     being made and (C) the compliance of such allocation with the provisions of
     Section 3.12(a). Not later than one Business Day prior to the Purchase
     Date, the Issuer shall also irrevocably deposit with the Trustee or with a
     Paying Agent (or, if the Issuer is acting as its own Paying Agent,
     segregate and hold in trust) in immediately available funds an amount equal
     to the Offer Amount to be held for payment in accordance with the
     provisions of this Section. Upon the expiration of the period for which the
     Asset Disposition Offer remains open (the "Offer Period"), the Issuer shall
     deliver to the Trustee the Securities or portions thereof which have been
     properly tendered to and are to be accepted by the Issuer. The Trustee or a
     Paying Agent (if any) shall, on the Purchase Date, mail or deliver payment
     to each tendering Holder in the amount of the purchase price. In the event
     that the aggregate purchase price of the Securities delivered by the Issuer
     to the Trustee is less than the Offer Amount, the Trustee shall deliver the
     excess to the Issuer immediately after the expiration of the Offer Period.

          (iii) Holders electing to have a Security purchased will be required
     to surrender the Security, with an appropriate form duly completed, to the
     Trustee at the address specified in the notice at least one Business Day
     prior to the Purchase Date. Holders will be entitled to withdraw their
     election if the Trustee or Paying Agent (if any) receives not later than
     the close of business on the Business Day prior to the Purchase Date a
     telegram, telex, facsimile transmission or letter setting forth the name of
     the Holder and a statement that such Holder is withdrawing his election to
     have all or a portion of his Securities purchased. If at the expiration of
     the Offer Period, the aggregate principal amount of Securities surrendered
     by Holders exceeds the Offer Amount, the Issuer shall select the Securities
     to be purchased on a pro rata basis (with such adjustments as may be deemed
     appropriate by the Issuer so that only Securities in denominations of
     $1,000 or multiples thereof shall be purchased). Holders whose Securities
     are purchased only in part will be issued new Securities equal in principal
     amount to the unpurchased portion of the Securities surrendered.

          (iv) At the time the Issuer delivers Securities to the Trustee which
     are to be accepted for purchase, the Issuer will also deliver an Officers'
     Certificate stating that such Securities are to be accepted by the Issuer
     pursuant to and in accordance with the terms of this Section. A Security
     shall be deemed to have been accepted for purchase at the time the Trustee,
     directly or through an agent, mails or delivers payment therefor to the
     surrendering Holder.

     (d) In the event the Issuer is unable to purchase Securities from Holders
in an Asset Disposition Offer because such purchase is prohibited by any
provision of applicable law,


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<PAGE>

the Issuer need not make an Asset Disposition Offer. The Issuer shall then be
obligated to apply the Net Cash Proceeds in accordance with clause (A), (B) or
(C) of Section 3.12(a)(iii).

     (e) Whenever Net Cash Proceeds are received by the Issuer, and prior to the
allocation of such Net Cash Proceeds pursuant to this Section 3.12, such Net
Cash Proceeds shall be set aside by the Issuer in a separate account pending
allocation.

Section 3.13. LIMITATIONS ON LIENS. The Issuer will not, and will not permit any
Subsidiary to, issue, assume or guarantee any Indebtedness secured by a Lien
(other than a Permitted Lien) of or upon any Property of the Issuer or any
Subsidiary or any shares of stock or debt of any Subsidiary which owns Property,
whether such Property is owned at the date of the Indenture or thereafter
acquired, without making effective provision whereby the Securities (together
with, if the Issuer shall so determine, any other debt of the Issuer ranking
equally with the Securities and then existing or thereafter created) shall be
secured by such Lien equally and ratably with such Indebtedness, so long as such
Indebtedness shall be so secured; provided that the foregoing prohibition shall
not apply to Liens with respect to transactions regarding the No. 9 tin tandem
mill.

Section 3.14. LIMITATIONS ON SALE AND LEASEBACK TRANSACTIONS. The Issuer will
not and will not permit any Subsidiary to enter into any sale and leaseback
transaction with respect to any Property (whether now owned or hereafter
acquired) unless the net proceeds of the sale or transfer of the property to be
leased are at least equal to the fair market value (as determined by the Board
of Directors) of such Property and unless the Issuer or such Subsidiary would be
entitled under Sections 3.9 and 3.13, to issue, assume or guarantee debt secured
by a mortgage on such Property in an amount at least equal to the Attributable
Debt in respect of such sale and leaseback transaction; provided, however, that
the foregoing prohibition does not apply to leases between the Issuer and a
Subsidiary or between Subsidiaries or to sales and leasebacks with respect to
the No. 9 tin tandem mill or sale and leaseback transactions with respect to the
Vendor Financing Programs.

Section 3.15. LIMITATIONS ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES. The Issuer will not, and will not permit any of its Subsidiaries
to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any consensual encumbrance or restriction on the ability of any
Subsidiary of the Issuer to: (a)(i) pay dividends or make any other
distributions on its Capital Stock, or any other interest or participation in or
measured by its profits, owned by the Issuer or a Subsidiary of the Issuer, or
(ii) pay any Indebtedness owed to the Issuer or a Subsidiary of the Issuer; (b)
make loans or advances to the Issuer or a Subsidiary of the Issuer; or (c)
transfer any of its properties or assets to the Issuer or a Subsidiary of the
Issuer, except for Permitted Liens and such other encumbrances or restrictions
existing under or by reason of (i) any restrictions, with respect to a
Subsidiary that is not a Subsidiary on the date of this Indenture, under any
agreement in existence at the time such Subsidiary becomes a Subsidiary (unless
such agreement was entered into in connection with, or in contemplation of, such
entity becoming a Subsidiary on or after the date of the Indenture), (ii) any
restrictions under any agreement evidencing any Acquired Indebtedness of a
Subsidiary of the Issuer incurred pursuant to the provisions of Section 3.9;
provided that such restrictions shall not restrict or encumber any assets of the
Issuer or its Subsidiaries other than such Subsidiary, (iii) terms relating to
the nonassignability of any operating lease, (iv) any encumbrance or restriction


                                       33


<PAGE>

existing under any agreement that refinances or replaces the agreements
containing restrictions described in clauses (i)-(iii), provided that the terms
and conditions of any such restrictions are no less favorable to the holders of
the Securities than those under the agreement so refinanced or replaced, or (v)
any encumbrance or restriction due to applicable law.

Section 3.16. CHANGE OF CONTROL OPTION. In the event that there shall occur a
Change of Control, each Holder of Securities shall have the right, at such
Holder's option, to require the Issuer to purchase all or any part of such
Holder's Securities, on the date (the "Repurchase Date") that is 90 days after
notice of the Change of Control, at 101% of (a) the Accreted Value thereof, if
such Change of Control occurs prior to January 1, 2004 or (b) the principal
amount at maturity of the Securities plus accrued interest, if any, to the
Repurchase Date, if such Change of Control occurs on or after January 1, 2004.

     On or before the thirtieth day after the Change of Control, the Issuer is
obligated to mail, or cause to be mailed, to all Holders of record of such
Securities a notice regarding the Change of Control and the repurchase right.
Substantially simultaneously with mailing of the notice, the Issuer shall cause
a copy of such notice to be published in The Wall Street Journal or another
newspaper of general circulation in the Borough of Manhattan, the City of New
York.

     Each such notice of a repurchase right shall state: (i) the Repurchase
Date; (ii) the date by which the repurchase right must be exercised; (iii) the
price for such Securities; and (iv) the procedure which the Holder of Securities
must follow to exercise such right.

     To exercise a repurchase right, the holder of such Securities must deliver,
at least two Business Days prior to the Repurchase Date, written notice to the
Issuer (or an agent designated by the Issuer for such purpose) of the Holder's
exercise of such right, together with the Securities with respect to which the
right is being exercised, duly endorsed for transfer. Such written notice from
the Holder shall be irrevocable unless the rescission thereof is duly approved
by the Continuing Directors.

     In the event a repurchase right shall be exercised in accordance with the
terms hereof, the Issuer shall pay or cause to be paid the price payable with
respect to the Security or Securities as to which the repurchase price has been
exercised in cash to the Holder of such Security or Securities, on the
Repurchase Date. In the event that a repurchase right is exercised with respect
to less than the entire principal amount of a surrendered Security, the Issuer
shall execute and deliver to the Trustee and the Trustee shall authenticate for
issuance in the name of the Holder a new Security or Securities in the aggregate
principal amount of that portion of such surrendered Security not repurchased.

     The Issuer will comply with all applicable tender offer rules and
regulations, including Section 14(e) of the Exchange Act and the rules
thereunder, if the Issuer is required to give a notice of right of repurchase as
a result of a Change of Control.

     As used herein, "Change of Control" means (i) any sale, lease or other
transfer (in one transaction or a series of transactions) of more than 75% of
the assets of the Issuer to any Person (other than a Wholly Owned Subsidiary of
the Issuer); (ii) a "person" or "group" (within the meaning of Sections 13(d)
and 14(d)(2) of the Exchange Act (other than the 1984 ESOP, the 1989 ESOP


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<PAGE>

or any other employee benefit plan of the Issuer)) becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act) of Capital Stock of the
Issuer representing more than 50% of the voting power of such Capital Stock
unless such acquisition of beneficial ownership of shares of voting power of
Capital Stock of the Issuer occurs, directly or indirectly, in connection with
the financing of a Permitted Acquisition; (iii) Continuing Directors cease to
constitute at least a majority of the Board of Directors of the Issuer; or (iv)
the stockholders of the Issuer approve any plan or proposal for the liquidation
or dissolution of the Issuer.

     As used herein, "Continuing Director" means a director who either was a
member of the Board of Directors of the Issuer on the date of the Indenture or
who became a director of the Issuer subsequent to such date and whose election,
or nomination for election by the Issuer's stockholders, was duly approved by a
majority of the Continuing Directors then on the Board of Directors of the
Issuer.

Section 3.17. IMPAIRMENT OF SECURITY INTEREST. The Issuer shall not and shall
not permit any of its Subsidiaries to take, or knowingly or negligently omit to
take any action, which action or omission might or would have the result of
materially impairing the security interest in favor of the Trustee on behalf of
the Holders with respect to the Collateral and the Issuer shall not grant to any
Person (other than the Trustee on behalf of the Holders and the trustee on
behalf of the holders of the Secured Series 2001 Bonds) any interest whatsoever
in the Collateral other than as permitted by the Security Documents.


                                   ARTICLE IV
         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

Section 4.1. EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY; WAIVER OF
DEFAULT. In case one or more of the following Events of Default (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body) shall have occurred and be continuing, that
is to say:

     (a) default in the payment of any installment of interest upon any of the
Securities as and when the same shall become due and payable, and continuance of
such default for a period of 30 days; or

     (b) default in the payment of all or any part of the principal on any of
the Securities as and when the same shall become due and payable either at
maturity, by declaration or otherwise; or

     (c) failure on the part of the Issuer duly to observe or perform any other
of the covenants or agreements on the part of the Issuer contained in the
Securities or in this Indenture for a period of 60 days after the date on which
written notice specifying such failure, stating that such notice is a "Notice of
Default" hereunder and demanding that the Issuer remedy the same, shall have
been given by registered or certified mail, return receipt requested, to the
Issuer by the Trustee, or to the Issuer and the Trustee by the holders of at
least 25% in aggregate principal amount at maturity of the Securities at the
time outstanding; or


                                       35


<PAGE>

     (d) an event of default, as defined in any indenture or instrument
evidencing or under which the Issuer has at the date of this Indenture or shall
hereafter have outstanding at least $25,000,000 aggregate principal amount of
indebtedness for borrowed money, shall happen and be continuing and such
indebtedness shall have been accelerated so that the same shall be or become due
and payable prior to the date on which the same would otherwise have become due
and payable, and such acceleration shall not be rescinded or annulled within ten
days after notice thereof shall have been given to the Issuer by the Trustee (if
such event be known to it), or to the Issuer and the Trustee by the holders of
at least 25% in aggregate principal amount at maturity of the Securities at the
time outstanding; provided that if such event of default under such indenture or
instrument shall be remedied or cured by the Issuer or waived by the holder of
such indebtedness, then the Event of Default hereunder by reason thereof shall
be deemed likewise to have been thereupon remedied, cured or waived without
further action upon the part of either the Trustee or any of the
Securityholders, and provided further that, subject to the provisions of
Sections 5.1 and 5.2, the Trustee shall not be charged with knowledge of any
such default unless written notice thereof shall have been given to the Trustee
by the Issuer, by the holder or an agent of the holder of any such indebtedness,
by the trustee then acting under any indenture or other instrument under which
such default shall have occurred, or by the holders of not less than 25% in the
aggregate principal amount at maturity of the Securities at the time
outstanding; or

     (e) the repudiation by the Issuer of any of its obligations under the
Security Documents or the unenforceability of the Security Documents against the
Issuer; or

     (f) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Issuer in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Issuer or for any substantial part of
its property or ordering the winding up or liquidation of its affairs, and such
decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or

     (g) the Issuer shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
consent to the entry of an order for relief in an involuntary case under any
such law, or consent to the appointment or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
the Issuer or for any substantial part of its property, or make any general
assignment for the benefit of creditors.

     Then, and in each and every such case, unless the principal of all of the
Securities shall have already become due and payable, either the Trustee or the
holders of not less than 25% in aggregate principal amount at maturity of the
Securities then outstanding hereunder, by notice in writing to the Issuer (and
to the Trustee if given by Securityholders), may declare the entire principal of
all the Securities, the interest accrued thereon, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable. This provision, however, is subject to the condition that if, at
any time after the principal of the Securities shall have been so declared due
and payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Issuer shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Securities and the principal of any and
all Securities which shall have


                                       36


<PAGE>

become due otherwise than by acceleration (with interest upon such principal
and, to the extent that payment of such interest is enforceable under applicable
law, on overdue installments of interest at the same rate as the rate of
interest specified in the Securities, to the date of such payment or deposit)
and if any and all Events of Default under the Indenture, other than the
non-payment of the principal of Securities which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided
herein--then and in every such case the holders of a majority in aggregate
principal amount at maturity of the Securities then outstanding, by written
notice to the Issuer and to the Trustee, may waive all defaults and rescind and
annul such declaration and its consequences, but no such waiver or rescission
and annulment shall extend to or shall affect any subsequent default or shall
impair any right consequent thereon.

Section 4.2. COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE DEBT. The
Issuer covenants that (a) in case default shall be made in the payment of any
installment of interest on any of the Securities when such interest shall have
become due and payable, and such default shall have continued for a period of 30
days or (b) in case default shall be made in the payment of all or any part of
the principal of any of the Securities when the same shall have become due and
payable, whether upon maturity or upon any redemption or by declaration or
otherwise--then upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the holders of the Securities the whole amount that then
shall have become due and payable on all such Securities for principal and
interest, as the case may be (with interest to the date of such payment upon the
overdue principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest at the
same rate as the rate of interest specified in the Securities); and in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including reasonable compensation to the Trustee and
each predecessor Trustee, their respective agents, attorneys and counsel, and
any expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee except as a result of its negligence or willful
misconduct. In connection therewith, the Trustee shall comply with the
provisions of Section 313(b)(2) of the Trust Indenture Act of 1939 to the extent
applicable.

     Until such demand is made by the Trustee, the Issuer may pay the principal
of and interest on the Securities to the registered holders, whether or not the
Securities be overdue. In case the Issuer shall fail forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceedings to judgment or final
decree, and may enforce any such judgment or final decree against the Issuer or
other obligor upon the Securities and collect in the manner provided by law out
of the property of the Issuer or other obligor upon the Securities, wherever
situated, the moneys adjudged or decreed to be payable.

     In case there shall be pending proceedings relative to the Issuer or any
other obligor upon the Securities under Title 11 of the United States Code or
any other applicable Federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor, or in case
of any other comparable judicial proceedings relative to the Issuer or other
obligor upon the


                                       37


<PAGE>

Securities, or to the creditors or property of the Issuer or such other obligor,
the Trustee, irrespective of whether the principal of the Securities shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in
such proceedings or otherwise:

     (a) to file and prove a claim or claims for the whole amount of principal
and interest owing and unpaid in respect of the Securities, and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for reasonable compensation to the
Trustee and each predecessor Trustee, and their respective agents, attorneys and
counsel, and for reimbursement of all expenses and liabilities incurred, and all
advances made, by the Trustee and each predecessor Trustee, except as a result
of negligence or willful misconduct) and of the Securityholders allowed in any
judicial proceedings relative to the Issuer or other obligor upon the
Securities, or to the creditors or property of the Issuer or such other obligor;

     (b) unless prohibited by applicable law and regulations, to vote on behalf
of the holders of the Securities in any election of a trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings or person performing similar functions in comparable
proceedings; and

     (c) to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the Securityholders and of the Trustee on their behalf;
and any trustee, receiver, or liquidator, custodian or other similar official is
hereby authorized by each of the Securityholders to make payments to the
Trustee, and, in the event that the Trustee shall consent to the making of
payments directly to the Securityholders, to pay to the Trustee such amounts as
shall be sufficient to cover reasonable compensation to the Trustee, each
predecessor Trustee and their respective agents, attorneys and counsel, and all
other expenses and liabilities incurred, and all advances made, by the Trustee
and each predecessor Trustee except as a result of negligence or willful
misconduct.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan or 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 Securityholder in
any such proceeding except, as aforesaid, to vote for the election of a trustee
in bankruptcy or similar person.

     All rights of action and of asserting claims under this Indenture, or under
any of the Securities, may be enforced by the Trustee without the possession of
any of the Securities or the production thereof on any trial or other
proceedings relative thereto, and any such action or proceedings instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment, subject to the payment of the expenses, disbursements
and compensation of the Trustee, each predecessor Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the holders of the
Securities.


                                       38


<PAGE>

     In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the holders
of the Securities, and it shall not be necessary to make any holders of the
Securities parties to any such proceedings.

Section 4.3. APPLICATION OF PROCEEDS. Any moneys collected by the Trustee
pursuant to this Article shall be applied in the following order at the date or
dates fixed by the Trustee and, in case of the distribution of such moneys on
account of principal and interest upon presentation of the several Securities
and stamping (or otherwise noting) thereon the payment, or issuing Securities in
reduced principal amounts in exchange for the presented Securities if only
partially paid, or upon surrender thereof if fully paid:

          First: To the payment of costs and expenses, including reasonable
     compensation to the Trustee and each predecessor Trustee and their
     respective agents and attorneys and of all expenses and liabilities
     incurred, and all advances made, by the Trustee and each predecessor
     Trustee except as a result of negligence or willful misconduct;

          Second: In case the principal of the Securities shall not have become
     and be then due and payable, to the payment of interest in default in the
     order of the maturity of the installments of such interest with interest
     (to the extent that such interest has been collected by the Trustee) upon
     the overdue installments of interest at the same rate as the rate of
     interest specified in the Securities, such payments to be made ratably to
     the persons entitled thereto, without discrimination or preference;

          Third: In case the principal of the Securities shall have become and
     shall be then due and payable, to the payment of the whole amount then
     owing and unpaid upon all the Securities for principal, interest, with
     interest upon the overdue principal, and (to the extent that such interest
     has been collected by the Trustee) upon overdue installments of interest at
     the same rate as the rate of interest specified in the Securities; and in
     case such moneys shall be insufficient to pay in full the whole amount so
     due and unpaid upon the Securities, then to the payment of such principal
     and interest, without preference or priority of principal over interest or
     of interest over principal, or of any installment of interest over any
     other installment of interest or of any Security over any other Security,
     ratably to the aggregate of such principal and accrued and unpaid interest;
     and

          Fourth: To the payment of the remainder, if any, to the Issuer or any
     other person lawfully entitled thereto.

Section 4.4. SUITS FOR ENFORCEMENT. In case an Event of Default has occurred,
has not been waived and is continuing, the Trustee may in its discretion proceed
to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.


                                       39


<PAGE>

Section 4.5. RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. In case the
Trustee shall have proceeded to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned for any reason, or shall
have been determined adversely to the Trustee, then and in every such case the
Issuer and the Trustee shall be restored respectively to their former positions
and rights hereunder, and all rights, remedies and powers of the Issuer, the
Trustee and the Securityholders shall continue as though no such proceedings had
been taken.

Section 4.6. LIMITATIONS ON SUITS BY SECURITYHOLDERS. No holder of any Security
shall have any right by virtue of or by availing of any provision of this
Indenture to institute any action or proceeding at law or in equity or in
bankruptcy or otherwise upon or under or with respect to this Indenture, or for
the appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder, unless such holder previously shall
have given to the Trustee written notice of default and of the continuance
thereof, as herein before provided, and unless also the holders of not less than
25% in aggregate principal amount at maturity of the Securities then outstanding
shall have made written request upon the Trustee to institute such action or
proceedings in its own name as trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action or proceedings and no direction inconsistent
with such written request shall have been given to the Trustee pursuant to
Section 4.8; it being understood and intended, and being expressly covenanted by
the taker and holder of every Security with every other taker and holder and the
Trustee, that no one or more holders of Securities shall have any right in any
manner whatever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of any other holder of Securities, or to
obtain or seek to obtain priority over or preference to any other such holder or
to enforce any right under this Indenture, except in the manner herein provided
and for the equal, ratable and common benefit of all holders of Securities. For
the protection and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

Section 4.7. POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER OF
DEFAULT. Except as provided in Section 2.6, no right or remedy herein conferred
upon or reserved to the Trustee or to the Securityholders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

     No delay or omission of the Trustee or of any holder of any of the
Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power or
shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and, subject to Section 4.6, every power and remedy given
by this Indenture or by law to the Trustee or to the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Securityholders.

Section 4.8. CONTROL BY SECURITYHOLDERS. The holders of a majority in aggregate
principal amount at maturity of the Securities at the time outstanding shall
have the right to direct the time,


                                       40


<PAGE>

method, and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee by this
Indenture; provided that such direction shall not be otherwise than in
accordance with law and the provisions of this Indenture and provided further
that (subject to the provisions of Section 5.1) the Trustee shall have the right
to decline to follow any such direction if the Trustee, being advised by
counsel, shall determine that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith by its board of directors, the
executive committee, or a trust committee of directors or responsible officers
of the Trustee shall determine that the action or proceedings so directed would
involve the Trustee in personal liability or if the Trustee in good faith shall
so determine that the actions or forbearances specified in or pursuant to such
direction shall be unduly prejudicial to the interests of holders of the
Securities not joining in the giving of said direction, it being understood that
(subject to Section 5.1) the Trustee shall have no duty to ascertain whether or
not such actions or forbearances are unduly prejudicial to such holders.

     Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction by Securityholders.

Section 4.9. WAIVER OF PAST DEFAULTS. Prior to the declaration of the
acceleration of maturity of the Securities as provided in Section 4.1, the
holders of a majority in aggregate principal amount at maturity of the
Securities at the time outstanding may on behalf of the holders of all the
Securities waive any past default or Event of Default hereunder and its
consequences, except a default (a) in the payment of principal of and interest
on any of the Securities or (b) in respect of a covenant or provision hereof
which cannot be modified or amended without the consent of the holder of each
Security affected. In the case of any such waiver, the Issuer, the Trustee and
the holders of the Securities shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

Upon any such waiver, such default shall cease to exist and be deemed to have
been cured and not to have occurred, and any Event of Default arising therefrom
shall be deemed to have been cured, and not to have occurred for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon.

Section 4.10. NOTICE OF DEFAULTS. If a Default occurs and is continuing and if
it is known to the Trustee, the Trustee shall mail to Securityholders a notice
of the Default within 90 days after it occurs. Except in the case of a Default
in payment of principal of and interest on any Security, the Trustee may
withhold the notice if the Trustee in good faith by its board of directors, the
executive committee, or a trust committee of directors or Responsible Officers
determines that withholding the notice is in the interest of Securityholders.

Section 4.11. RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding any other
provision of this Indenture, the right of any Holder of a Security to receive
payment of principal of and interest on the Security, on or after the respective
due dates expressed in the Security, or to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected without the consent of the Holder.


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<PAGE>

                                    ARTICLE V
                             CONCERNING THE TRUSTEE

Section 5.1. DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING DEFAULT; PRIOR
TO DEFAULT. The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture and no covenants or obligations shall be implied in this
Indenture or the Securities. In case an Event of Default has occurred (which has
not been cured or waived), the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

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

     (a) prior to the occurrence of an Event of Default and after the curing or
waiving of all such Events of Default which may have occurred:

          (i) the duties and obligations of the Trustee shall be determined
     solely by the express provisions of this Indenture, and the Trustee shall
     not be liable except for the performance of such duties and obligations as
     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 the part of the Trustee, the
     Trustee may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon any statements,
     certificates or opinions furnished to the Trustee and conforming to the
     requirements of this Indenture; but in the case of any such statements,
     certificates or opinions which by any provision hereof are specifically
     required to be furnished to the Trustee, the Trustee shall be under a duty
     to examine the same to determine whether or not they conform to the
     requirements of this Indenture but need not verify the accuracy of the
     contents thereof;

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

     (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
holders of not less than a majority in principal amount of the Securities at the
time outstanding relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture.

     (d) none of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of


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<PAGE>

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

     (e) whether or not expressly so provided, every provision of this Indenture
that in any way relates to the Trustee is subject to (a), (b), (c) and (d) of
this Section 5.1.

     This Section 5.1 is in furtherance of and subject to Sections 315 and 316
of the Trust Indenture Act of 1939.

Section 5.2. CERTAIN RIGHTS OF THE TRUSTEE. In furtherance of and subject to the
Trust Indenture Act of 1939, and subject to Section 5.1:

     (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, Officers' Certificate or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond,
debenture, note, coupon, security or other paper or document believed by it to
be genuine and to have been signed or presented by the proper party or parties;

     (b) any request, direction, order or demand of the Issuer mentioned herein
shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the secretary or an assistant secretary of the Issuer;

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

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

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

     (f) prior to the occurrence of an Event of Default hereunder and after the
curing or waiving of all Events of Default, 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, consent,
order, approval, appraisal, bond, debenture, note, coupon, security, or other
paper or document unless requested in writing so to do by the holders of not
less than a majority in aggregate principal amount at maturity of the Securities
then outstanding; provided that, if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the


                                       43


<PAGE>

opinion of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such expenses or liabilities as a condition to
proceeding; the reasonable expenses of every such examination shall be paid by
the Issuer or, if paid by the Trustee or any predecessor trustee, shall be
repaid by the Issuer upon demand; and

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

Section 5.3. TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF SECURITIES OR
APPLICATION OF PROCEEDS Thereof. The recitals contained herein and in the
Securities, except the Trustee's certificates of authentication, shall be taken
as the statements of the Issuer, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Issuer of any of the
Securities or of the proceeds thereof.

Section 5.4. TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS, ETC. The
Trustee or any agent of the Issuer or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and may otherwise
deal with the Issuer and receive, collect, hold and retain collections from the
Issuer with the same rights it would have if it were not the Trustee or such
agent.

Section 5.5. MONEYS HELD BY TRUSTEE. Subject to the provisions of Section 9.4
hereof, all moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or
the Trustee shall be under any liability for interest on any moneys received by
it hereunder.

Section 5.6. COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR CLAIM.
The Issuer covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to, reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) and the Issuer covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or willful
misconduct. The Issuer also covenants to indemnify, defend and hold the Trustee,
each predecessor Trustee and their respective directors, officers, employees and
agents (collectively, the "Indemnified Persons") harmless from and against every
loss, liability or expense, including without limitation damages, fines, suits,
actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal
fees and expenses, the allocated costs and expenses of in-house counsel and
legal staff and the costs and expenses of defending or preparing to defend
against


                                       44


<PAGE>

any claim (collectively, "Losses"), that may be imposed on, incurred by, or
asserted against, any Indemnified Person for or in respect of the Trustee's (a)
execution and delivery of this Indenture, (b) compliance or attempted compliance
with or reliance upon any instruction or other direction upon which the Trustee
is authorized to rely pursuant to the terms of this Indenture and (c)
performance under this Indenture, except in the case of such performance only
and with respect to any Indemnified Person to the extent that the Loss resulted
from such Indemnified Person's negligence or willful misconduct. The obligations
of the Issuer under this Section to compensate and indemnify the Trustee and
each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture and the resignation or removal of the Trustee for
any reason. Such additional indebtedness shall be a senior claim to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Securities, and the Securities are hereby subordinated to such senior claim.
When the Trustee incurs expenses or renders services after an Event of Default
specified in Section 4.1(f) or (g) occurs, the expenses and the compensation for
such services are intended to constitute expenses of administration under any
bankruptcy law.

Section 5.7. RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE, ETC. Subject to
Sections 5.1 and 5.2, whenever in the administration of the trusts of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or willful misconduct
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers' Certificate delivered to the Trustee, and such certificate, in
the absence of negligence or willful misconduct on the part of the Trustee,
shall be full warrant to the Trustee for any action taken, suffered or omitted
by it under the provisions of this Indenture upon the faith thereof.

Section 5.8. PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE. The Trustee hereunder
shall at all times be a corporation having a combined capital and surplus of at
least $25,000,000, and which is eligible in accordance with the provisions of
Section 310(a) of the Trust Indenture Act of 1939. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of a Federal, State or District of Columbia supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.

Section 5.9. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE. (a) The
Trustee may at any time resign by giving written notice of resignation to the
Issuer and by mailing notice thereof by first-class mail to holders of
Securities at their last addresses as they shall appear on the Security
register. Upon receiving such notice of resignation, the Issuer shall promptly
appoint a successor trustee by written instrument in duplicate, executed by
authority of the Board of Directors, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee. If no
successor trustee shall have been so appointed and have accepted appointment
within 60 days after the mailing of such notice of resignation, the resigning
trustee, the Issuer, the resigning Trustee or the Holders of at least ten
percent in


                                       45


<PAGE>

aggregate principal amount at maturity of the Securities may petition any court
of competent jurisdiction for the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

          In case at any time any of the following shall occur:

          (i) the Trustee shall fail to comply with the provisions of Section
     310(b) of the Trust Indenture Act of 1939, after written request therefor
     by the Issuer or by any Securityholder who has been a bona fide holder of a
     Security or Securities for at least six months; or

          (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 5.8 and shall fail to resign after written request
     therefor by the Issuer or by any such Securityholder; or

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

then, in any such case, the Issuer may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors of the Issuer, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee, or,
subject to Section 315(e) of the Trust Indenture Act of 1939, any Securityholder
who has been a bona fide holder of a Security or Securities for at least six
months may on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.

     (b) The holders of a majority in aggregate principal amount at maturity of
the Securities at the time outstanding may at any time remove the Trustee and
appoint a successor trustee by delivering to the Trustee so removed, to the
successor trustee so appointed and to the Issuer the evidence provided for in
Section 6.1 of the action in that regard taken by the Securityholders.

     (c) Any resignation or removal of the Trustee and any appointment of a
successor trustee pursuant to any of the provisions of this Section 5.9 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 5.10.

Section 5.10. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE. Any successor
trustee appointed as provided in Section 5.9 shall execute and deliver to the
Issuer and to its predecessor trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become vested with all rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee herein; but, nevertheless, on the written request of the Issuer
or of the successor trustee, upon payment


                                       46


<PAGE>

of its charges then unpaid, the trustee ceasing to act shall, subject to Section
9.4, pay over to the successor trustee all moneys at the time held by it
hereunder and shall execute and deliver an instrument transferring to such
successor trustee all such rights, powers, duties and obligations. Upon request
of any such successor trustee, the Issuer shall execute any and all instruments
in writing for more fully and certainly vesting in and confirming to such
successor trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 5.6.

     Upon acceptance of appointment by a successor trustee as provided in this
Section 5.10, the Issuer shall mail notice thereof by first-class mail to the
holders of Securities at their last addresses as they shall appear in the
Security register. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the
preceding sentence may be combined with the notice called for by Section 5.9. If
the Issuer fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Issuer.

Section 5.11. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF
TRUSTEE. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 5.8, without the execution or filing of
any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee and deliver such
Securities so authenticated; and, in case at that time any of the Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor Trustee; and in all such cases such certificate shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have; provided, that the right to
adopt the certificate of authentication of any predecessor Trustee or to
authenticate Securities in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

Section 5.12. PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER. The Trustee is
subject to Section 311(a) of the Trust Indenture Act of 1939, excluding any
creditor relationship listed in Section 311(b) thereof. A Trustee who has
resigned or been removed shall be subject to Section 311(a) of the Trust
Indenture Act of 1939 to the extent indicated therein.


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<PAGE>

                                   ARTICLE VI
                         CONCERNING THE SECURITYHOLDERS

Section 6.1. EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Securityholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Securityholders 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.
Proof of execution of any instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Sections
5.1 and 5.2) conclusive in favor of the Trustee and the Issuer, if made in the
manner provided in this Article.

Section 6.2. PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF SECURITIES;
RECORD DATE. Subject to Sections 5.1 and 5.2, the execution of any instrument by
a Securityholder or his agent or proxy may be proved in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in such
manner as shall be satisfactory to the Trustee. The holding of Securities shall
be proved by the Security register or by a certificate of the registrar thereof.
The Issuer may set a record date for purposes of determining the identity of
holders of Securities entitled to vote or consent to any action referred to in
Section 6.1, which record date may be set at any time or from time to time by
notice to the Trustee, for any date or dates (in the case of any adjournment or
resolicitation) not more than 60 days nor less than five days prior to the
proposed date of such vote or consent, and thereafter, notwithstanding any other
provisions hereof, only holders of Securities of record on such record date
shall be entitled to so vote or give such consent or to withdraw such vote or
consent.

Section 6.3. HOLDERS TO BE TREATED AS OWNERS. The Issuer, the Trustee and any
agent of the Issuer or the Trustee may deem and treat the person in whose name
any Security shall be registered upon the Security register as the absolute
owner of such Security (whether or not such Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of and, subject
to the provisions of this Indenture, interest on such Security and for all other
purposes; and neither the Issuer nor the Trustee nor any agent of the Issuer or
the Trustee shall be affected by any notice to the contrary. All such payments
so made to any such person, or upon his order, shall be valid, and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Security.

Section 6.4. SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING. In determining
whether the holders of the requisite aggregate principal amount of Securities
have concurred in any direction, consent or waiver under this Indenture,
Securities which are owned by the Issuer or any other obligor on the Securities
or by any person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer or any other obligor on the
Securities shall be disregarded and deemed not to be outstanding for the purpose
of any such determination, except that for the purpose of determining whether
the Trustee shall be protected in relying on any such direction, consent or
waiver only Securities which the Trustee knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Issuer or any other obligor upon the Securities or any
person directly or indirectly controlling or controlled by or


                                       48


<PAGE>

under direct or indirect common control with the Issuer or any other obligor on
the Securities. In case of a dispute as to such right, the advice of counsel
shall be full protection in respect of any decision made by the Trustee in
accordance with such advice. Upon request of the Trustee, the Issuer shall
furnish to the Trustee promptly an Officers' Certificate listing and identifying
all Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described persons; and, subject to Sections 5.1 and
5.2, the Trustee shall be entitled to accept such Officers' Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are outstanding for the purpose of any such
determination.

Section 6.5. RIGHT OF REVOCATION OF ACTION TAKEN. At any time prior to (but not
after) the evidencing to the Trustee, as provided in Section 6.1, of the taking
of any action by the holders of the percentage in aggregate principal amount of
the Securities specified in this Indenture in connection with such action, any
holder of a Security the serial number of which is shown by the evidence to be
included among the serial numbers of the Securities the holders of which have
consented to such action may, by filing written notice at the Corporate Trust
Office and upon proof of holding as provided in this Article, revoke such action
so far as concerns such Security. Except as aforesaid any such action taken by
the holder of any Security shall be conclusive and binding upon such holder and
upon all future holders and owners of such Security and of any Securities issued
in exchange or substitution therefor, irrespective of whether or not any
notation in regard thereto is made upon any such Security. Any action taken by
the holders of the percentage in aggregate principal amount of the Securities
specified in this Indenture in connection with such action shall be conclusively
binding upon the Issuer, the Trustee and the holders of all the Securities.


                                   ARTICLE VII
                             SUPPLEMENTAL INDENTURES

Section 7.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS. The
Issuer, when authorized by a resolution of its Board of Directors, and the
Trustee (or with respect to the Security Documents, the Collateral Trustee, at
the written direction of the Trustee) may from time to time and at any time,
without the consent of the holders of any of the Securities at the time
outstanding, enter into an indenture or indentures supplemental hereto or amend
a Security Document for one or more of the following purposes:

     (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Securities any property or assets;

     (b) to evidence the succession of another corporation to the Issuer, or
successive successions, and the assumption by the successor corporation of the
covenants, agreements and obligations of the Issuer pursuant to Article VIII;

     (c) to add to the covenants of the Issuer such further covenants,
restrictions, conditions or provisions as its Board of Directors shall consider
to be for the protection of the holders of Securities, and to make the
occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions, conditions or provisions an Event of Default
permitting the enforcement of all or any of the several remedies provided in
this Indenture as


                                       49


<PAGE>

herein set forth; provided, that in respect of any such additional covenant,
restriction, condition or provision such supplemental indenture may provide for
a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such an Event of Default or may limit the remedies
available to the Trustee upon such an Event of Default or may limit the right of
the holders of a majority in aggregate principal amount at maturity of the
Securities to waive such an Event of Default;

     (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture or in any Security Documents
which may be defective or inconsistent with any other provision contained herein
or in any supplemental indenture or in any Security Documents; or to make such
other provisions in regard to matters or questions arising under this Indenture
or under any supplemental indenture or under the Security Documents as the Board
of Directors may deem necessary or desirable and which shall not adversely
affect the interests of the holders of the Securities; and

     (e) to provide for the issuance under this Indenture of Securities in
coupon form (including Securities registrable as to principal only) and to
provide for exchangeability of such Securities with Securities issued hereunder
in fully registered form, and to make all appropriate changes for such purpose.

     The Trustee (or Collateral Trustee, as applicable) is hereby authorized to
join in the execution of any such supplemental indenture or any such amendment
to a Security Document, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee (or Collateral Trustee, as applicable) shall not be obligated to enter
into (or direct the Collateral Trustee to enter into) any such supplemental
indenture or any such amendment to a Security Document which affects the
Trustee's (or Collateral Trustee's) own rights, duties or immunities under this
Indenture, the Security Documents or otherwise.

Section 7.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS. With the
consent (evidenced by a majority as provided in Article VI) of the holders of
not less than a majority in aggregate principal amount at maturity of the
Securities at the time outstanding, the Issuer, when authorized by a resolution
of its Board of Directors, and the Trustee (or the Collateral Trustee, as
applicable) may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto or amend a Security Document for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or any Security
Documents or of modifying in any manner the rights of the holders of the
Securities; provided, that no such supplemental indenture shall (a) reduce the
rate or change the time or place for payment of interest or reduce any amount
payable on redemption thereof; (b) reduce the principal of or change the fixed
maturity or place of payment of any Security; (c) change the currency of payment
of principal of and interest, if any, on any Security; (d) reduce the principal
amount at maturity of outstanding Securities necessary to modify or amend this
Indenture; (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any Security; or (f) make any change in Section
4.9, 4.11 or the first paragraph of this Section 7.2, without the consent of the
holders of all Securities then


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<PAGE>

outstanding. Notwithstanding the foregoing, with the consent of the holders of
not less than 85% in the aggregate principal amount at maturity of the
Securities at the time outstanding, the Issuer and the Trustee (or the
Collateral Trustee, as applicable) may amend or waive provisions of this
Indenture and the Security Documents relating to the Collateral.

     Upon the request of the Issuer, accompanied by a copy of a resolution of
the Board of Directors certified by the Secretary or an Assistant Secretary of
the Issuer authorizing the execution of any such supplemental indenture or any
such amendment to a Security Document, and upon the filing with the Trustee of
evidence of the consent of Securityholders and other documents, if any, required
by Section 6.1, the Trustee (or Collateral Trustee, as applicable) shall join
with the Issuer in the execution of such supplemental indenture or such
amendment to a Security Document unless such supplemental indenture or such
amendment to a Security Document affects the Trustee's (or Collateral Trustee's)
own rights, duties or immunities under this Indenture or the Security Documents
or otherwise, in which case the Trustee (or the Collateral Trustee, as
applicable) may in its discretion, but shall not be obligated to, enter into (or
direct the Collateral Trustee to enter into) such supplemental indenture or such
amendment to a Security Document, as the case may be.

     It shall not be necessary for the consent of the Securityholders under this
Section to approve the particular form of any proposed supplemental indenture or
any proposed amendment to a Security Document, but it shall be sufficient if
such consent shall approve the substance thereof.

     Promptly after the execution by the Issuer and the Trustee (or the
Collateral Trustee, as applicable) of any supplemental indenture or any
amendment to a Security Document pursuant to the provisions of this Section, the
Issuer shall mail a notice thereof by first-class mail to the holders of
Securities at their addresses as they shall appear on the registry books of the
Issuer, setting forth in general terms the substance of such supplemental
indenture or such amendment to a Security Document. Any failure of the Issuer to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture or such amendment to a
Security Document.

Section 7.3. EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of any
supplemental indenture or any amendment to the Security Documents pursuant to
the provisions hereof, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Issuer and the holders of Securities shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

Section 7.4. DOCUMENTS TO BE GIVEN TO TRUSTEE. The Trustee, subject to the
provisions of Sections 5.1 and 5.2, may receive an Officers' Certificate and an
Opinion of Counsel as conclusive evidence that any such supplemental indenture
complies with the applicable provisions of this Indenture and is a legal, valid
and binding obligation of the Issuer enforceable against the Issuer in
accordance with its terms, subject to the customary exceptions. Such
supplemental indenture will comply with the Trust Indenture Act of 1939.


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<PAGE>

Section 7.5. NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL INDENTURES.
Securities authenticated and delivered after the execution of any supplemental
indenture or any amendment to a Security Document pursuant to the provisions of
this Article may bear a notation in form approved by the Trustee as to any
matter provided for by such supplemental indenture or such amendment to the
Security Documents or as to any action taken at any such meeting. If the Issuer
or the Trustee shall so determine, new Securities so modified as to conform, in
the opinion of the Trustee and the Board of Directors, to any modification of
this Indenture contained in any such supplemental indenture or any such
amendment to a Security Document may be prepared by the Issuer, authenticated by
the Trustee and delivered in exchange for the Securities then outstanding.


                                  ARTICLE VIII
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 8.1. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT
UNDER CERTAIN CONDITIONS. The Issuer will not consolidate or merge with or into,
or sell, lease, convey or otherwise dispose of all or substantially all of its
assets (as an entirety or substantially an entirety in one transaction or a
series of related transactions) to, any Person (other than a merger with or into
a Wholly Owned Subsidiary; provided that such Wholly Owned Subsidiary is not
organized in a foreign jurisdiction) unless: (a) the entity formed by or
surviving any such consolidation or merger (if other than the Issuer), or to
which sale, lease, conveyance or other disposition shall have been made (the
"Surviving Entity"), is a corporation organized and existing under the laws of
the United States, any state thereof or the District of Columbia; (b) the
Surviving Entity assumes by supplemental indenture all of the obligations of the
Issuer on the Securities and this Indenture in form and substance satisfactory
to the Trustee; (c) immediately after the transaction, no Default or Event of
Default shall have occurred and be continuing; (d) immediately after giving
effect to such transaction, the Consolidated Net Worth of the Surviving Entity
would be at least equal to the Consolidated Net Worth of the Issuer immediately
prior to such transaction; and (e) immediately after giving effect to such
transaction on a pro forma basis, the Surviving Entity could incur at least
$1.00 of Indebtedness (other than Permitted Indebtedness) pursuant to clause (a)
of Section 3.9.

Section 8.2. SUCCESSOR CORPORATION SUBSTITUTED. In case of any such
consolidation, merger, sale or conveyance, and following such an assumption by
the successor corporation, such successor corporation shall succeed to and be
substituted for the Issuer, with the same effect as if it had been named herein.

     Such successor corporation may cause to be signed, and may issue either in
its own name or in the name of the Issuer prior to such succession any or all of
the Securities issuable hereunder which theretofore shall not have been signed
by the Issuer and delivered to the Trustee; and, upon the order of such
successor corporation, instead of the Issuer, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which previously shall have been
signed and delivered by the officers of the Issuer to the Trustee for
authentication, and any Securities which such successor corporation thereafter
shall cause to be signed and delivered to the Trustee for


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<PAGE>

that purpose. All of the Securities so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Securities theretofore
or thereafter issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the execution hereof.

     In case of any such consolidation, merger, sale, lease or conveyance, such
changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

     In the event of any such sale or conveyance (other than a conveyance by way
of lease), the Issuer or any successor corporation which shall theretofore have
become such in the manner described in this Article shall be discharged from all
obligations and covenants under this Indenture and the Securities and may be
liquidated and dissolved.

Section 8.3. OPINION OF COUNSEL TO TRUSTEE. The Trustee, subject to the
provisions of Sections 5.1 and 5.2, may receive an Officers' Certificate and an
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, lease or conveyance, and any such assumption, and any such liquidation or
dissolution, complies with the applicable provisions of this Indenture, is in
compliance with all conditions precedent contained in this Indenture and that
such supplemental indenture, if any, constitutes the legal, valid and binding
obligation of the surviving corporation, enforceable against the surviving
corporation in accordance with its terms, subject to the customary exceptions.


                                   ARTICLE IX
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section 9.1. SATISFACTION AND DISCHARGE OF INDENTURE. If at any time (a) the
Issuer shall have paid or caused to be paid the principal of and interest on all
the Securities outstanding hereunder, as and when the same shall have become due
and payable, or (b) the Issuer shall have delivered to the Trustee for
cancellation all Securities theretofore authenticated (other than any Securities
which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.6) or (c)(1) the Issuer shall have
irrevocably deposited or caused to be deposited with the Trustee as trust funds
the entire amount in cash (other than moneys repaid by the Trustee or any Paying
Agent to the Issuer in accordance with Section 9.4) or direct obligations of the
United States of America, backed by its full faith and credit, maturing as to
principal and interest in such amounts and at such times as will insure the
availability of cash sufficient to pay at maturity or upon redemption all such
Securities not theretofore delivered to the Trustee for cancellation, including
principal and interest due or to become due to such date of maturity as the case
may be, and (2) the Issuer shall have delivered to the Trustee (i) either (A) a
ruling directed to the Trustee received from the Internal Revenue Service to the
effect that the Holders of the Securities will not recognize income, gain or
loss for federal income tax purposes as a result of the Issuer's exercise of its
option under this Section 9.1(c) and will be subject to Federal income tax on
the same amount and in the same manner and at the same times as would have been
the case if such option had not been exercised or (B) an Opinion of Counsel,
reasonably satisfactory to the Trustee, to the same effect as the ruling
described in clause (A) accompanied by a ruling to that effect published by the
Internal Revenue Service and (ii) an Opinion of Counsel, reasonably satisfactory
to the Trustee, to the effect that after the passage of


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<PAGE>

90 days following the deposit, the trust funds will not be subject to the effect
of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally and if, in any such case, the Issuer shall
also pay or cause to be paid all other sums payable hereunder by the Issuer,
then this Indenture shall cease to be of further effect (except as to (i) rights
of registration of transfer and exchange, and the Issuer's right of optional
redemption, (ii) substitution of apparently mutilated, defaced, destroyed, lost
or stolen Securities, (iii) rights of holders to receive payments of principal
thereof and interest thereon, upon the original stated due dates therefor (but
not upon acceleration), (iv) the rights, obligations and immunities of the
Trustee hereunder and (v) the rights of the Securityholders as beneficiaries
hereof with respect to the property so deposited with the Trustee payable to all
or any of them), and the Trustee, on demand of the Issuer accompanied by an
Officers' Certificate and an Opinion of Counsel and at the cost and expense of
the Issuer, shall execute proper instruments acknowledging such satisfaction of
and discharging this Indenture.

     The Issuer agrees to reimburse the Trustee for any costs or expenses
thereafter reasonably incurred and to compensate the Trustee for any services
thereafter reasonably and properly rendered by the Trustee in connection with
this Indenture or the Securities.

Section 9.2. APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF
SECURITIES. Subject to Section 9.4, all moneys deposited with the Trustee
pursuant to Section 9.1 shall be held in trust and applied by it to the payment,
either directly or through any Paying Agent (including the Issuer acting as its
own Paying Agent), to the holders of the particular Securities for the payment
or redemption of which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest; but such money
need not be segregated from other funds except to the extent required by law.

Section 9.3. REPAYMENT OF MONEYS HELD BY PAYING AGENT. In connection with the
satisfaction and discharge of this Indenture, all moneys then held by any Paying
Agent under the provisions of this Indenture shall, upon demand of the Issuer,
be repaid to it or paid to the Trustee and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

Section 9.4. RETURN OF MONEYS HELD BY TRUSTEE AND PAYING AGENT UNCLAIMED FOR
THREE YEARS. Any moneys deposited with or paid to the Trustee or any Paying
Agent for the payment of the principal of or interest on any Security and not
applied but remaining unclaimed for three years after the date upon which such
principal or interest shall have become due and payable, shall, upon the written
request of the Issuer and unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property law, be repaid to the
Issuer by the Trustee or such Paying Agent, and the holder of such Security
shall, unless otherwise required by mandatory provisions of applicable escheat
or abandoned or unclaimed property laws, thereafter look only to the Issuer for
any payment which such holder may be entitled to collect, and all liability of
the Trustee or any Paying Agent with respect to such moneys shall thereupon
cease. In the absence of a written request from the Issuer to return unclaimed
funds to the Issuer, the Trustee shall from time to time deliver all unclaimed
funds to or as directed by applicable escheat authorities, as determined by the
Trustee in its sole discretion, in accordance with the customary practices and
procedures of the Trustee. Any unclaimed funds held by the Trustee pursuant to
this Section 9.4 shall be held uninvested and without any liability for
interest.


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<PAGE>

                                    ARTICLE X
                             COLLATERAL AND SECURITY

Section 10.1. SECURITY DOCUMENTS. The due and punctual payment of the principal
of and interest on the Securities when and as the same shall be due and payable,
whether on an interest payment date, at maturity, by acceleration, repurchase,
redemption or otherwise, and interest on the overdue principal of and interest
(to the extent permitted by law), if any, on the Securities and performance of
all other obligations of the Issuer to the Holders of Securities or the Trustee
under this Indenture and the Securities, according to the terms hereunder or
thereunder, shall be secured as provided in the Security Documents which the
Issuer has entered into simultaneously with the execution of this Indenture.
Each Holder of Securities, by its acceptance thereof, consents and agrees to the
terms of the Security Documents (including, without limitation, the provisions
providing for foreclosure and release of Collateral) as the same may be in
effect or may be amended from time to time in accordance with its terms,
appoints the Collateral Trustee to act as the "Trustee" thereunder and
authorizes and directs the Collateral Trustee, to enter into the Security
Documents and to perform its obligations and exercise its rights thereunder in
accordance therewith. The Issuer shall do or cause to be done all such acts and
things as may be necessary or proper, or as may be required by the provisions of
the Security Documents, to assure and confirm to the Trustee and the Collateral
Trustee the security interest in the Collateral contemplated hereby, by the
Security Documents or any part thereof, as from time to time constituted, so as
to render the same available for the security and benefit of this Indenture and
of the Securities secured hereby, according to the intent and purposes herein
expressed. The Issuer shall take, or shall cause its Subsidiaries to take any
and all actions reasonably required to cause the Security Documents to create
and maintain, as security for the obligations of the issuer hereunder, a valid
and enforceable perfected first priority Lien in and on all the Collateral, in
favor of the Collateral Trustee for its benefit and the ratable benefit of the
Holders of Securities, superior to and prior to the rights of all third Persons
(other than the trustee on behalf of the holders of the Secured Series 2001
Bonds) and subject to no Liens (other than Liens effect by the Issuer for
purposes of securing its obligations with respect to the Secured Series 2001
Bonds and any other Liens permitted by the Security Documents).

Section 10.2. RECORDING AND OPINIONS. (a) The Issuer shall furnish to the
Collateral Trustee and the Trustee promptly following the execution and delivery
of this Indenture, an Opinion of Counsel, either (i) stating that, in the
opinion of such counsel, action has been taken with respect to the recording,
registering, filing, re-recording, re-registering and re-filing of all
supplemental indentures, financing statements, continuation statements or other
instruments of further assurance as is necessary to maintain the Lien of the
Security Documents and reciting with respect to the security interests in the
Collateral the details of such action or referring to prior Opinions of Counsel
in which such details are given or (ii) stating that, in the opinion of such
counsel, no such action is necessary to make such Lien effective.

     (b) The Issuer shall furnish to the Collateral Trustee and the Trustee on
August 1, in each year beginning with August 1, 2002, an Opinion of Counsel,
dated as of such date, either (i)(A) stating that, in the opinion of such
counsel, action has been taken with respect to the recording, registering,
filing, re-recording, re-registering and re-filing of all supplemental


                                       55


<PAGE>

indentures, financing statements, continuation statements or other instruments
of further assurance as is necessary to maintain the Lien of the Security
Documents and reciting with respect to the security interests in the Collateral
the details of such action or referring to prior Opinions of Counsel in which
such details are given, (B) stating that, based on relevant laws as in effect on
the date of such Opinion of Counsel, all financing statements and continuation
statements have been executed and filed that are necessary as of such date and
during the succeeding 12 months fully to preserve and protect, to the extent
such protection and preservation are possible by filing, the rights of the
Holders of Securities and the Collateral Trustee and the Trustee hereunder and
under the Security Documents with respect to the security interests in the
Collateral, or (ii) stating that, in the opinion of such counsel, no such action
is necessary to maintain such Lien and assignment.

     (c) The Issuer shall otherwise comply with the provisions of Section 314(d)
of the Trust Indenture Act.

Section 10.3. RELEASE OF COLLATERAL. (a) Subject to subsections (b), (c) and (d)
of this Section 10.3, Collateral shall be released from the Lien and security
interest created by the Security Documents at any time or from time to time upon
satisfaction and discharge of the obligations of the Issuer under this Indenture
pursuant to Article IX and in accordance with the provisions hereof and the
Security Documents. Upon the request of the Issuer pursuant to an Opinion of
Counsel and an Officer's Certificate certifying that all conditions precedent to
such release hereunder and under the Security Documents have been met, the
Collateral Trustee shall release Collateral. Upon receipt of such Officer's
Certificate, the Collateral Trustee shall (at the sole cost and expense of the
Issuer) execute, deliver or acknowledge any necessary or proper instruments of
termination, satisfaction or release to evidence the release of any Collateral
permitted to be released pursuant to this Indenture or the Security Documents.

     (b) No Collateral shall be released from the Lien and security interest
created by the Security Documents pursuant to the provisions of the Security
Documents unless there shall have been delivered to the Collateral Trustee the
Opinion of Counsel and Officer's Certificate required by this Section 10.3.

     (c) At any time when a Default or Event of Default shall have occurred and
be continuing and the maturity of the Securities shall have been accelerated
(whether by declaration or otherwise) and the Trustee shall have delivered a
notice of acceleration to the Collateral Trustee (unless the Trustee is the
Collateral Trustee, in which case no such notice shall be required), no release
of Collateral pursuant to the provisions of the Security Documents shall be
effective as against the Holders of Securities.

     (d) The release of any Collateral from the terms of this Indenture and the
Security Documents shall not be deemed to impair the security under this
Indenture in contravention of the provisions hereof if and to the extent the
Collateral is released pursuant to the terms of the Security Documents. To the
extent applicable, the Issuer shall cause Trust Indenture Act Section 313(b),
relating to reports and Section 314(d), relating to the release of property or
securities from the Lien and security interest of the Security Documents and
relating to the substitution therefor of any property or securities to be
subjected to the Lien and security interest of the Security Documents, to be
complied with. Any certificate or opinion required by


                                       56


<PAGE>

Section 314(d) of the Trust Indenture Act may be made by an Officer of the
Issuer except in cases where Section 314(d) of the Trust Indenture Act requires
that such certificate or opinion be made by an independent Person, which Person
shall be an independent engineer, appraiser or other expert selected or approved
by the Trustee and the Collateral Trustee in the exercise of reasonable care.

Section 10.4. CERTIFICATES OF THE ISSUER. The Issuer shall furnish to the
Trustee and Collateral Trustee, prior to each proposed release of Collateral
pursuant to the Security Documents, (i) all documents required by Section 314(d)
of the Trust Indenture Act and (ii) an Opinion of Counsel, which may be rendered
by internal counsel to the Issuer, to the effect that such accompanying
documents constitute all documents required by Section 314(d) of the Trust
Indenture Act. The Trustee may, to the extent permitted by Sections 5.1 and 5.2
hereof, accept as conclusive evidence of compliance with the foregoing
provisions the appropriate statements contained in such documents and such
Opinion of Counsel.

Section 10.5. CERTIFICATES OF THE TRUSTEE. In the event the Issuer wishes to
release Collateral in accordance with the Security Documents and has delivered
the certificates and documents required by the Security Documents and Sections
10.3 and 10.4 hereof, the Trustee shall determine whether it has received all
documentation required by Section 314(d) of the Trust Indenture Act in
connection with such release and, based on such determination and the Opinion of
Counsel delivered pursuant to Section 10.2, shall deliver a certificate to the
Collateral Trustee setting forth such determination; provided, however, that so
long as the Trustee is the Collateral Trustee, the requirement that the Trustee
deliver a certificate to the Collateral Trustee shall not be applicable.

Section 10.6. AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE UNDER THE
SECURITY DOCUMENTS. Subject to the provisions of Section 5.1 and 5.2 hereof, the
Trustee shall, in its sole discretion and without the consent of the Holders of
Securities, direct, on behalf of the Holders of Securities, the Collateral
Trustee to take all actions it deems necessary or appropriate in order to (a)
enforce any of the terms of the Security Documents and (b) collect, receive and
distribute any and all amounts payable in respect of the obligations of the
Issuer hereunder. The Trustee and the Collateral Trustee shall have power to
institute and maintain such suits and proceedings as it may deem expedient to
prevent any impairment of the Collateral by any acts that may be unlawful or in
violation of the Security Documents or this Indenture, and such suits and
proceedings as the Trustee or the Collateral Trustee may deem expedient to
preserve or protect its interests and the interests of the Holders of Securities
in the Collateral (including power to institute and maintain suits or
proceedings to restrain the enforcement of or compliance with any legislative or
other governmental enactment, rule or order that may be unconstitutional or
otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the security interest hereunder or be prejudicial to
the interests of the Holders of Securities or of the Trustee or the Collateral
Trustee).

Section 10.7. AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE UNDER THE
SECURITY DOCUMENTS. The Collateral Trustee shall deliver to the Trustee and the
Trustee is authorized to receive any funds for the benefit of the Holders of
Securities distributed under the Security Documents, and to make further
distributions of such funds to the Holders of Securities according to the
provisions of this Indenture and the Security Documents.


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<PAGE>

Section 10.8. TERMINATION OF SECURITY INTEREST. If the Trustee is not the
Collateral Trustee, upon the payment in full of all obligations of the Issuer
under this Indenture and the Securities, or upon the satisfaction and discharge
of the obligations of the Issuer under this Indenture pursuant to Article IX,
the Trustee shall, at the request of the Issuer, deliver a certificate to the
Collateral Trustee stating that such obligations have been paid in full, and
instruct the Collateral Trustee to release the Liens pursuant to this Indenture
and the Security Documents.


                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

Section 11.1. INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF ISSUER
EXEMPT FROM INDIVIDUAL LIABILITY. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, or in any Security, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Issuer or of any successor, either directly
or through the Issuer or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities by the holders thereof and as
part of the consideration for the issue of the Securities.

Section 11.2. PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND
SECURITYHOLDERS. Nothing in this Indenture or in the Securities, expressed or
implied, shall give or be construed to give to any person, firm or corporation,
other than the parties hereto and their successors and the holders of the
Securities, any legal or equitable right, remedy or claim under this Indenture
or under any covenant or provision herein contained, all such covenants and
provisions being for the sole benefit of the parties hereto and their successors
and of the holders of the Securities.

Section 11.3. SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or in behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

Section 11.4. NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND SECURITYHOLDERS. Any
notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the holders of Securities
to or on the Issuer shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Issuer addressed (until another address of the Issuer is
filed by the Issuer with the Trustee) to Weirton Steel Corporation, 400 Three
Springs Drive, Weirton, West Virginia 26062, Attention: Vice President - Law and
Secretary or transmitted by facsimile transmission (confirmed by guaranteed
overnight courier) to the following facsimile numbers:

     telephone number: (304) 797-2000

     facsimile number: (304) 797-3420.


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<PAGE>

     Any notice, direction, request or demand by the Issuer or any
Securityholder to or upon the Trustee shall be sufficient for every purpose
hereunder if made, given, furnished or filed, in each case in writing, to or
with the Trustee at its Corporate Trust Office, One Oxford Centre, 301 Grant
Street, Suite 1100, Pittsburgh, Pennsylvania 15219, Attention: Institutional
Trust Services or transmitted by facsimile transmission (confirmed by guaranteed
overnight courier) to the following facsimile numbers:

     telephone number: (412) 291-2083

     facsimile number: (412) 291-2070 or (412) 291-2071

     If to the Collateral Trustee, at the address provided in the Security
Documents for notices to be sent.

     Where this Indenture provides for notice to holders, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each holder entitled thereto, at his
last address as it appears in the Security register. In any case where notice to
holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular holder shall affect the
sufficiency of such notice with respect to other holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

     In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Issuer and
Securityholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

Section 11.5. OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE
CONTAINED THEREIN. Upon any application or demand by the Issuer to the Trustee
to take any action under any of the provisions of this Indenture, the Issuer
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are


                                       59


<PAGE>

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

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

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

     Any certificate or opinion of any independent firm of public accountants
filed with the Trustee shall contain a statement that such firm is independent.

Section 11.6. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. If the date of
maturity of interest on or principal of the Securities or the date fixed for
redemption of any Security shall not be a Business Day, then payment of interest
or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the
period after such date.

Section 11.7. TRUST INDENTURE ACT OF 1939. This Indenture shall be subject to
the provisions of the Trust Indenture Act of 1939 that are required to be a part
of this Indenture and shall, to the extent applicable, be governed by such
provisions. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture by
operation of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939
(an "incorporated provision"), such incorporated provision shall control.

Section 11.8. NEW YORK LAW TO GOVERN. This Indenture and each Security shall be
deemed to be a contract under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State, except as
may otherwise be required by mandatory provisions of law.

                                       60


<PAGE>
Section 11.9. COUNTERPARTS. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

Section 11.10. EFFECT OF HEADINGS. The Article and Section headings herein and
the Table of Contents are for convenience only and shall not affect the
construction hereof.


                                   ARTICLE XII
                            REDEMPTION OF SECURITIES

Section 12.1. RIGHT OF OPTIONAL REDEMPTION; PRICES. The Securities may not be
redeemed at the option of the Issuer prior to maturity, except as set forth in
this Section 12.1. The Securities may not be redeemed at the option of the
Issuer prior to January 1, 2004. At any time and from time to time on or after
January 1, 2004, the Issuer may redeem the Securities, in whole or in part, at a
redemption price from January 1, 2004 to December 31, 2004 of 107.50% of the
principal amount at maturity thereof, from January 1, 2005 to December 31, 2005
at a redemption price of 105.00% of the principal amount at maturity thereof,
from January 1, 2006 to December 31, 2006 at a redemption price of 102.50% of
the principal amount at maturity thereof and thereafter until maturity of 100%
of the principal amount at maturity thereof, in each case plus accrued interest
to the redemption date. Notwithstanding the foregoing, if the date fixed for
redemption as set forth in this paragraph is a July 1 or January 1, then the
interest payable on such date shall be paid to the holder of record on the
preceding June 15 or December 15. Notice of such redemption shall be mailed not
less than 30 nor more than 60 days prior to the date fixed for redemption to the
holders of Securities to be redeemed, all as provided in the Indenture, in the
circumstances set forth in this paragraph.

Section 12.2. NOTICE OF REDEMPTION; PARTIAL REDEMPTIONS. Notice of redemption to
the holders of Securities to be redeemed as a whole or in part, shall be given
by mailing notice of such redemption by first class mail, postage prepaid, at
least 30 days and not more than 60 days prior to the date fixed for redemption
to such holders of Securities at their last addresses as they shall appear upon
the registry books. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
holder receives the notice. Failure to give notice by mail, or any defect in the
notice to the holder of any Security designated for redemption as a whole or in
part, shall not affect the validity of the proceedings for the redemption of any
other Security. The notice of redemption to each such holder shall specify the
principal amount of each Security held by such holder to be redeemed, the date
fixed for redemption, the redemption price, the place or places of payment, that
payment will be made upon presentation and surrender of such Securities, that
interest accrued to the date fixed for redemption will be paid as specified in
said notice and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue. In case any Security is to be
redeemed in part only the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Security, a new Security or
Securities in principal amount equal to the unredeemed portion thereof will be
issued.


                                       61


<PAGE>

     The notice of redemption of Securities to be redeemed at the option of the
Issuer shall be given by the Issuer or, at the Issuer's request, by the Trustee
in the name and at the expense of the Issuer. The Issuer shall notify the
Trustee of such redemption at least 15 days prior to the date the notice of
redemption is to be sent to the Holders (unless a shorter period of time shall
be satisfactory to the Trustee) and shall specify in such notice whether the
Trustee is to give such notice.

     At least one business day prior to the redemption date specified in the
notice of redemption given as provided in this Section, the Issuer will deposit
with the Trustee or with one or more Paying Agents (or, if the Issuer is acting
as its own Paying Agent, set aside, segregate and hold in trust as provided in
Section 3.4) an amount of money sufficient to redeem on the redemption date all
the Securities so called for redemption at the appropriate redemption price,
together with accrued interest to the date fixed for redemption. If less than
all the outstanding Securities are to be redeemed, the Issuer will deliver to
the Trustee at least 70 days prior to the date fixed for redemption an Officers'
Certificate stating the aggregate principal amount of Securities to be redeemed.

     In the event that less than all of the Securities are to be redeemed at any
time, selection of securities for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which the securities are listed or, if the securities are not listed
on a national securities exchange, on a pro-rata basis. The particular
Securities to be redeemed shall be selected unless otherwise provided herein,
not less than 40 days or more than 60 days prior to the redemption date by the
Trustee from the outstanding Securities not previously called for redemption.

     The Trustee shall promptly notify the Issuer in writing of the Securities
selected for redemption and, in the case of any Security selected for partial
redemption, the principal amount thereof to be redeemed. Securities and portions
of them selected shall be in amounts of $50 or whole multiples of $50. Except as
provided in the preceding sentence, provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption.

Section 12.3. PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Issuer shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue and, except as provided in Sections 5.5 and 9.4, such Securities shall
cease from and after the date fixed for redemption to be entitled to any benefit
or security under this Indenture, and the holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption. On presentation
and surrender of such Securities at a place of payment specified in said notice,
said Securities or the specified portions thereof shall be paid and redeemed by
the Issuer at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; provided that any semiannual payment
of interest becoming due on the date fixed for redemption shall be payable to
the holders of such Securities


                                       62


<PAGE>

registered as such on the relevant record date subject to the terms and
provisions of Section 2.4 hereof.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate borne by the
Security.

     Upon presentation of any Security redeemed in part only, the Issuer shall
execute and the Trustee shall authenticate and deliver to or on the order of the
holder thereof, at the expense of the Issuer, a new Security or Securities, of
authorized denominations, in principal amount equal to the unredeemed portion of
the Security so presented.

Section 12.4. EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR SELECTION FOR
REDEMPTION. Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in a
written statement signed by an authorized officer of the Issuer and delivered to
the Trustee at least 40 days prior to the last date on which notice of
redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by either (a) the Issuer or (b) an entity specifically
identified in such written statement directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer.


                                       63


<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the date first above written.


                                        WEIRTON STEEL CORPORATION


Attest:                                 By: ____________________________________
                                            Name:
                                            Title:


                                        CHASE MANHATTAN TRUST COMPANY, NATIONAL
                                        ASSOCIATION, AS TRUSTEE
(SEAL)

Attest:                                 By: ____________________________________
                                            Name:
                                            Title:


                                       64


<PAGE>

Exhibit A --------- [FORM OF GLOBAL SECURITY]

                           [FORM OF FACE OF SECURITY]

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

          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
     WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF
     OR SUCH SUCCESSOR'S NOMINEE.

          FOR PURPOSES OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS
     AMENDED (THE "CODE"), THIS SECURITY HAS ORIGINAL ISSUE DISCOUNT. FOR
     PURPOSES OF SECTION 1273 OF THE CODE, THE ISSUE PRICE IS $ AND THE AMOUNT
     OF ORIGINAL ISSUE DISCOUNT IS $ , IN EACH CASE PER $1,000 PRINCIPAL AMOUNT
     OF THIS SECURITY FOR PURPOSES OF SECTION 1273 OF THE CODE, THE YIELD TO
     MATURITY COMPOUNDED SEMIANNUALLY IS %.


No. $

                            WEIRTON STEEL CORPORATION
                   10% Senior Secured Discount Notes Due 2008

          Weirton Steel Corporation, a Delaware corporation (the "Issuer"), for
     value received hereby promises to pay to or registered assigns the
     principal sum of Dollars at the Issuer's office or agency for said purpose
     in the Borough of Manhattan, the City of New York on January 1, 2008 in
     such coin or currency of the United States of America as at the


                                       65


<PAGE>

time of payment shall be legal tender for the payment of public and private
debts, and to pay interest, semi-annually in arrears on January 1 and July 1 of
each year, on said principal sum in like coin or currency at the rate per annum
set forth above at said office or agency with interest accruing from January 1,
2004 and the first interest payment commencing on July 1, 2004. The interest so
payable on any July 1 or January 1 will, except as otherwise provided in the
Indenture referred to on the reverse hereof, be paid to the person in whose name
this Security is registered at the close of business on the June 15 or December
15 preceding such July 1 or January 1, whether or not such day is a Business Day
(as defined in the Indenture); provided that interest, if any, may be paid, at
the option of the Issuer, by mailing a check therefor payable to the registered
holder entitled thereto at his last address as it appears on the Security
register.

          Reference is made to the further provisions set forth on the reverse
     hereof. Such further provisions shall for all purposes have the same effect
     as though fully set forth at this place.

          This Security shall not be valid or obligatory until the certificate
     of authentication hereon shall have been duly manually signed by the
     Trustee acting under the Indenture.

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



Dated:

                                        WEIRTON STEEL CORPORATION


                                        By: ____________________________________
                                            Name:
                                            Title:


                                        By: ____________________________________
                                            Name:
                                            Title:


This is one of the Securities described in the within-mentioned Indenture.


[                       ]
 _______________________    Authorized Signatory

Dated: as of _______, 2002


                                       66


<PAGE>

                          [FORM OF REVERSE OF SECURITY]

                            WEIRTON STEEL CORPORATION

                   10% Senior Secured Discount Notes Due 2008

     This Security is one of a duly authorized issue of debt securities of the
Issuer, limited to the aggregate principal amount at maturity of $ (except as
otherwise provided in the Indenture mentioned below), issued or to be issued
pursuant to an indenture dated as of January [ ], 2002 (the "Indenture"), duly
executed and delivered by the Issuer to [ ], Trustee (herein called the
"Trustee"). Reference is hereby made to the Indenture and all indentures
supplemental thereto for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Issuer and the
holders (the words "holders" or "holder" meaning the registered holders or
registered holder) of the Securities.

     Interest shall accrue on the principal amount at maturity of this Security
from January 1, 2004 until January 1, 2008 or the earlier redemption of the
Securities as set forth below, at the rate of 10% per annum (subject to
adjustment as provided below), and the Issuer promises to pay interest on the
principal amount at maturity of this Security on each January 1 and July 1, with
the first such payment commencing on July 1, 2004. Interest on the Securities
shall be computed on the basis of a 360-day year of twelve 30-day months. Unless
otherwise agreed by the Issuer and the holder of any Security, payments by the
Issuer in respect of the Securities (including principal, premium, if any and
interest) shall be paid to holders of the Securities in same-day funds. If the
date of maturity of interest on or principal of the Securities or the date fixed
for redemption of any Security shall not be a Business Day, then payment of
interest, or principal will be made on the next succeeding Business Day, with
the same force and effect as if made on the date of maturity or the date fixed
for redemption, and no interest shall accrue for the period after such date.

     In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all the Securities may be declared
due and payable, in the manner and with the effect, and subject to the
conditions, provided in the Indenture. The Indenture provides that in certain
events such declaration and its consequences may be waived by the holders of a
majority in aggregate principal amount at maturity of the Securities then
outstanding and that, prior to any such declaration, such holders may waive any
past default under the Indenture and its consequences except a default in the
payment of principal of or interest on any of the Securities. Any such consent
or waiver by the holder of this Security (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and upon all future
holders and owners of this Security and any Security which may be issued in
exchange or substitution therefor, whether or not any notation thereof is made
upon this Security or such other Securities.

     The Indenture permits the Issuer and the Trustee, with the consent of the
holders of not less than a majority in aggregate principal amount at maturity of
the Securities at the time outstanding, evidenced as in the Indenture provided,
to execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or of any Security Document or modifying in any


                                       67


<PAGE>

manner the rights of the holders of the Securities; provided that no such
supplemental indenture shall (a) reduce the rate or change the time or place for
payment of interest, if any, on any Security or reduce any amount payable on the
redemption hereof; (b) reduce the principal of or change the fixed maturity or
place of payment of any Security; (c) change the currency of payment of
principal and interest, if any, on any Security; (d) reduce the principal amount
at maturity of outstanding Securities necessary to modify or amend the
Indenture; (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any Security; or (f) make any changes in Section
4.9 (waiver of past defaults), Section 4.11 (rights of holders to receive
payment), or the first paragraph of Section 7.2 (supplemental indentures with
consent of securityholders) of the Indenture, without the consent of the holders
of all Securities then outstanding. Notwithstanding the foregoing, with the
consent of the holders of not less than 85% in the aggregate principal amount at
maturity of the Securities at the time outstanding, the Issuer and the Trustee
(or Collateral Trustee, as applicable) may amend or waive any provisions of the
Indenture and the Security Documents relating to the Collateral.

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

     The Securities are issuable only as registered Securities without coupons
in denominations of $50 and any integral multiple of $50.

     At the office or agency of the Issuer referred to on the face hereof and in
the manner and subject to the limitations provided in the Indenture, Securities
may be exchanged for a like aggregate principal amount at maturity of Securities
of other authorized denominations.

     Upon due presentment for registration of transfer of this Security at the
above-mentioned office or agency of the Issuer, a new Security or Securities of
authorized denominations, for a like aggregate principal amount at maturity,
will be issued to the transferee as provided in the Indenture. No service charge
shall be made for any such transfer, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto.

     The Securities may not be redeemed at the option of the Issuer prior to
maturity, except as set forth in this paragraph. The Securities may not be
redeemed at the option of the Issuer prior to January 1, 2004. At any time and
from time to time on or after January 1, 2004, the Issuer may redeem the
Securities, in whole or in part, at a redemption price from January 1, 2004 to
December 31, 2004 of 107.50% of the principal amount at maturity thereof, from
January 1, 2005 to December 31, 2005 at a redemption price of 105.00% of the
principal amount at maturity thereof, from January 1, 2006 to December 31, 2006
at a redemption price of 102.50% of the principal amount at maturity thereof and
thereafter until maturity at 100% of the principal amount at maturity thereof,
in each case plus accrued or unpaid interest to the redemption date.
Notwithstanding the foregoing, if the date fixed for redemption as set forth in
this paragraph is a July 1 or January 1, then the interest payable on such date
shall be paid to the holder of record on the preceding June 15 or December 15.
Notice of such redemption shall be mailed not less than


                                       68


<PAGE>

30 nor more than 60 days prior to the date fixed for redemption to the holders
of Securities to be redeemed, all as provided in the Indenture, in the
circumstances set forth in this paragraph.

     Subject to payment by the Issuer of a sum sufficient to pay the amount due
on redemption, interest on this Security (or portion hereof if this Security is
redeemed in part) shall cease to accrue upon the date duly fixed for redemption
of this Security (or portion hereof if this Security is redeemed in part).

     Subject to the terms of the Indenture, if the Issuer or any of its
Subsidiaries consummate any Asset Disposition (as defined in the Indenture), the
Issuer or any of its Subsidiaries shall be required to invest the Net Cash
Proceeds (as defined in the Indenture) of the Asset Disposition within 270 days,
at the Issuer's election, (1) in the business or businesses of the Issuer as of
the Issue Date or any related business, or (2) to the extent the Issuer elects
(or is required by the terms of any Indebtedness) to prepay or repay the Credit
Facility, or (3) to the extent of the balance of such Net Cash Proceeds after
application in accordance with clauses (1) and (2) to make an Asset Disposition
Offer (as defined in the Indenture) to purchase the Securities (on a pro rata
basis if the amount available for such repurchase is less than 100% of the
Accreted Value of the Securities) and any other secured Indebtedness which is
pari passu with the Securities, at a purchase price of 100% of the Accreted
Value or the principal amount at maturity thereof plus accrued and unpaid
interest to the date of repayment. Notwithstanding the foregoing, the Issuer and
its Subsidiaries will not be required to apply any Net Cash Proceeds in
accordance with this provision except to the extent that the aggregate gross
proceeds from all Asset Dispositions which are not applied in accordance with
this provision exceed $25,000,000.

     In the event that there shall occur a Change of Control (as defined in the
Indenture), each holder of the Securities shall have the right, at the Holder's
option, to require the Issuer to purchase all or any part of such Holder's
Securities on the date (the "Repurchase Date") that is 90 days after notice of
the Change of Control, at 101% of (a) the Accreted Value thereof, if such Change
of Control occurs prior to January 1, 2004 or (b) the principal amount at
maturity of the Securities plus accrued interest, if any, to the Repurchase
Date, if such Change of Control occurs on or after January 1, 2004. To be
repaid, the Security must be received, with the completed form entitled Option
of Holder to Elect Purchase (set forth below), by the Paying Agent at its then
specified office at least two Business Days prior to the Repurchase Date.
Exercise of the repayment option by the Securityholder will be irrevocable
unless the rescission thereof is duly approved by the Continuing Directors. The
Issuer, the Trustee, and any authorized agent of the Issuer or the Trustee, may
deem and treat the registered holder hereof as the absolute owner of this
Security (whether or not this Security shall be overdue and notwithstanding any
notation of ownership or other writing hereon made by anyone other than the
Issuer or the Trustee or any authorized agent of the Issuer or the Trustee), for
the purpose of receiving payment of, or on account of, the principal hereof and,
subject to the provisions on the face hereof and interest hereon and for all
other purposes, and neither the Issuer nor the Trustee nor any authorized agent
of the Issuer or the Trustee shall be affected by any notice to the contrary.

     No recourse shall be had for the payment of the principal of or interest on
this Security, for any claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Indenture or any indenture supplemental thereto,
against any incorporator, shareholder, officer or director, as such, past,
present or future, of the Issuer or of any successor corporation, either


                                       69


<PAGE>

directly or through the Issuer or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.


                                       70


<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE


If you wish to have this Security purchased by the Issuer pursuant to Section
3.12 or 3.16 of the Indenture, check the Box: [ ].


If you wish to have a portion of this Security purchased by the Issuer pursuant
to Section 3.12 or 3.16 of the Indenture, state the amount (in aggregate
principal amount at maturity):


$[ ].


Date: []   Your Signature: []

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

Signature Guarantee: [ ]


                                       71


<PAGE>

Exhibit B ---------[FORM OF DEFINITIVE SECURITY]

                           [FORM OF FACE OF SECURITY]

     FOR PURPOSES OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS
     AMENDED (THE "CODE"), THIS SECURITY HAS ORIGINAL ISSUE DISCOUNT. FOR
     PURPOSES OF SECTION 1273 OF THE CODE, THE ISSUE PRICE IS $       AND
     THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $        , IN EACH CASE PER
     $1,000 PRINCIPAL AMOUNT OF THIS SECURITY FOR PURPOSES OF SECTION 1273
     OF THE CODE, THE YIELD TO MATURITY COMPOUNDED SEMIANNUALLY IS    %.

No. $

                            WEIRTON STEEL CORPORATION
                   10% Senior Secured Discount Notes Due 2008

     Weirton Steel Corporation, a Delaware corporation (the "Issuer"), for value
received hereby promises to pay to or registered assigns the principal sum of
Dollars at the Issuer's office or agency for said purpose in the Borough of
Manhattan, the City of New York on January 1, 2008 in such coin or currency of
the United States of America as at the time of payment shall be legal tender for
the payment of public and private debts, and to pay interest, semi-annually in
arrears on January 1 and July 1 of each year, on said principal sum in like coin
or currency at the rate per annum set forth above at said office or agency with
interest accruing from January 1, 2004 and the first interest payment commencing
on July 1, 2004. The interest so payable on any July 1 or January 1 will, except
as otherwise provided in the Indenture referred to on the reverse hereof, be
paid to the person in whose name this Security is registered at the close of
business on the June 15 or December 15 preceding such July 1 or January 1,
whether or not such day is a Business Day (as defined in the Indenture);
provided that interest, if any, may be paid, at the option of the Issuer, by
mailing a check therefor payable to the registered holder entitled thereto at
his last address as it appears on the Security register.

     Reference is made to the further provisions set forth on the reverse
hereof. Such further provisions shall for all purposes have the same effect as
though fully set forth at this place.

     This Security shall not be valid or obligatory until the certificate of
authentication hereon shall have been duly manually signed by the Trustee acting
under the Indenture.


                                       72


<PAGE>

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



Dated:

                                        WEIRTON STEEL CORPORATION


                                        By: ____________________________________
                                            Name:
                                            Title:


                                        By: ____________________________________
                                            Name:
                                            Title:

This is one of the Securities described in the within-mentioned Indenture.


[                       ]
 _______________________  Authorized Signatory
Dated:  as of _______, 2002


                                       73


<PAGE>

                          [FORM OF REVERSE OF SECURITY]

                            WEIRTON STEEL CORPORATION

                   10% Senior Secured Discount Notes Due 2008

     This Security is one of a duly authorized issue of debt securities of the
Issuer, limited to the aggregate principal amount at maturity of $    (except as
otherwise provided in the Indenture mentioned below), issued or to be issued
pursuant to an indenture dated as of January [ ], 2002 (the "Indenture"), duly
executed and delivered by the Issuer to [ ], Trustee (herein called the
"Trustee"). Reference is hereby made to the Indenture and all indentures
supplemental thereto for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Issuer and the
holders (the words "holders" or "holder" meaning the registered holders or
registered holder) of the Securities.

     Interest shall accrue on the principal amount at maturity of this Security
from January 1, 2004 until January 1, 2008 or the earlier redemption of the
Securities as set forth below, at the rate of 10% per annum (subject to
adjustment as provided below), and the Issuer promises to pay interest on the
principal amount at maturity of this Security on each January 1 and July 1, with
the first such payment commencing on July 1, 2004. Interest on the Securities
shall be computed on the basis of a 360-day year of twelve 30-day months. Unless
otherwise agreed by the Issuer and the holder of any Security, payments by the
Issuer in respect of the Securities (including principal, premium, if any and
interest) shall be paid to holders of the Securities in same-day funds. If the
date of maturity of interest on or principal of the Securities or the date fixed
for redemption of any Security shall not be a Business Day, then payment of
interest, or principal will be made on the next succeeding Business Day, with
the same force and effect as if made on the date of maturity or the date fixed
for redemption, and no interest shall accrue for the period after such date.

     In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all the Securities may be declared
due and payable, in the manner and with the effect, and subject to the
conditions, provided in the Indenture. The Indenture provides that in certain
events such declaration and its consequences may be waived by the holders of a
majority in aggregate principal amount at maturity of the Securities then
outstanding and that, prior to any such declaration, such holders may waive any
past default under the Indenture and its consequences except a default in the
payment of principal of or interest on any of the Securities. Any such consent
or waiver by the holder of this Security (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and upon all future
holders and owners of this Security and any Security which may be issued in
exchange or substitution therefor, whether or not any notation thereof is made
upon this Security or such other Securities.

     The Indenture permits the Issuer and the Trustee, with the consent of the
holders of not less than a majority in aggregate principal amount at maturity of
the Securities at the time outstanding, evidenced as in the Indenture provided,
to execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or any Security Documents or modifying in any


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manner the rights of the holders of the Securities; provided that no such
supplemental indenture shall (a) reduce the rate or change the time or place for
payment of interest, if any, on any Security or reduce any amount payable on the
redemption hereof; (b) reduce the principal of or change the fixed maturity or
place of payment of any Security; (c) change the currency of payment of
principal and interest, if any, on any Security; (d) reduce the principal amount
at maturity of outstanding Securities necessary to modify or amend the
Indenture; (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any Security; or (f) make any changes in Section
4.9 (waiver of past defaults), Section 4.11 (rights of holders to receive
payment), or the first paragraph of Section 7.2 (supplemental indentures with
consent of securityholders) of the Indenture, without the consent of the holders
of all Securities then outstanding. Notwithstanding the foregoing, with the
consent of the holders of not less than 85% in the aggregate principal amount at
maturity of the Securities at the time outstanding, the Issuer and the Trustee
(or Collateral Trustee, as applicable) may amend or waive any provisions of the
Indenture and the Security Documents relating to the Collateral.

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

     The Securities are issuable only as registered Securities without coupons
in denominations of $50 and any integral multiple of $50.

     At the office or agency of the Issuer referred to on the face hereof and in
the manner and subject to the limitations provided in the Indenture, Securities
may be exchanged for a like aggregate principal amount at maturity of Securities
of other authorized denominations.

     Upon due presentment for registration of transfer of this Security at the
above-mentioned office or agency of the Issuer, a new Security or Securities of
authorized denominations, for a like aggregate principal amount at maturity,
will be issued to the transferee as provided in the Indenture. No service charge
shall be made for any such transfer, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto.

     The Securities may not be redeemed at the option of the Issuer prior to
maturity, except as set forth in this paragraph. The Securities may not be
redeemed at the option of the Issuer prior to January 1, 2004. At any time and
from time to time on or after January 1, 2004, the Issuer may redeem the
Securities, in whole or in part, at a redemption price from January 1, 2004 to
December 31, 2004 of 107.50% of the principal amount at maturity thereof, from
January 1, 2005 to December 31, 2005 at a redemption price of 105.00% of the
principal amount at maturity thereof, from January 1, 2006 to December 31, 2006
at a redemption price of 102.50% of the principal amount at maturity thereof and
thereafter until maturity at 100% of the principal amount at maturity thereof,
in each case plus accrued or unpaid interest to the redemption date.
Notwithstanding the foregoing, if the date fixed for redemption as set forth in
this paragraph is a July 1 or January 1, then the interest payable on such date
shall be paid to the holder of record on the preceding June 15 or December 15.
Notice of such redemption shall be mailed not less than


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30 nor more than 60 days prior to the date fixed for redemption to the holders
of Securities to be redeemed, all as provided in the Indenture, in the
circumstances set forth in this paragraph.

     Subject to payment by the Issuer of a sum sufficient to pay the amount due
on redemption, interest on this Security (or portion hereof if this Security is
redeemed in part) shall cease to accrue upon the date duly fixed for redemption
of this Security (or portion hereof if this Security is redeemed in part).

     Subject to the terms of the Indenture, if the Issuer or any of its
Subsidiaries consummate any Asset Disposition (as defined in the Indenture), the
Issuer or any of its Subsidiaries shall be required to invest the Net Cash
Proceeds (as defined in the Indenture) of the Asset Disposition within 270 days,
at the Issuer's election, (1) in the business or businesses of the Issuer as of
the Issue Date or any related business, or (2) to the extent the Issuer elects
(or is required by the terms of any Indebtedness) to prepay or repay the Credit
Facility, or (3) to the extent of the balance of such Net Cash Proceeds after
application in accordance with clauses (1) and (2) to make an Asset Disposition
Offer (as defined in the Indenture) to purchase the Securities (on a pro rata
basis if the amount available for such repurchase is less than 100% of the
Accreted Value of the Securities) and any other secured Indebtedness which is
pari passu with the Securities, at a purchase price of 100% of the Accreted
Value or the principal amount at maturity thereof plus accrued and unpaid
interest to the date of repayment. Notwithstanding the foregoing, the Issuer and
its Subsidiaries will not be required to apply any Net Cash Proceeds in
accordance with this provision except to the extent that the aggregate gross
proceeds from all Asset Dispositions which are not applied in accordance with
this provision exceed $25,000,000.

     In the event that there shall occur a Change of Control (as defined in the
Indenture), each holder of the Securities shall have the right, at the Holder's
option, to require the Issuer to purchase all or any part of such Holder's
Securities on the date (the "Repurchase Date") that is 90 days after notice of
the Change of Control, at 101% of (a) the Accreted Value thereof, if such Change
of Control occurs prior to January 1, 2004 or (b) the principal amount at
maturity of the Securities plus accrued interest, if any, to the Repurchase
Date, if such Change of Control occurs on or after January 1, 2004. To be
repaid, the Security must be received, with the completed form entitled Option
of Holder to Elect Purchase (set forth below), by the Paying Agent at its then
specified office at least two Business Days prior to the Repurchase Date.
Exercise of the repayment option by the Securityholder will be irrevocable
unless the rescission thereof is duly approved by the Continuing Directors. The
Issuer, the Trustee, and any authorized agent of the Issuer or the Trustee, may
deem and treat the registered holder hereof as the absolute owner of this
Security (whether or not this Security shall be overdue and notwithstanding any
notation of ownership or other writing hereon made by anyone other than the
Issuer or the Trustee or any authorized agent of the Issuer or the Trustee), for
the purpose of receiving payment of, or on account of, the principal hereof and,
subject to the provisions on the face hereof and interest hereon and for all
other purposes, and neither the Issuer nor the Trustee nor any authorized agent
of the Issuer or the Trustee shall be affected by any notice to the contrary.

     No recourse shall be had for the payment of the principal of or interest on
this Security, for any claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Indenture or any indenture supplemental thereto,
against any incorporator, shareholder, officer or director, as such, past,
present or future, of the Issuer or of any successor corporation, either


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directly or through the Issuer or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.


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                       OPTION OF HOLDER TO ELECT PURCHASE


If you wish to have this Security purchased by the Issuer pursuant to Section
3.12 or 3.16 of the Indenture, check the Box: [ ].


If you wish to have a portion of this Security purchased by the Issuer pursuant
to Section 3.12 or 3.16 of the Indenture, state the amount (in aggregate
principal amount at maturity):


$[ ].


Date: []   Your Signature: []

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

Signature Guarantee:  [  ]


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Exhibit C --------- [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]


This is one of the Securities described in the within-mentioned Indenture.


_____________________, as Trustee Dated:

---------------------------------  Authorized Signatory


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                   Exhibit D --------- [FORM OF DEED OF TRUST]


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