8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 20, 2005

THE GOODYEAR TIRE & RUBBER COMPANY

(Exact name of registrant as specified in its charter)

Ohio
(State or other jurisdiction of incorporation) 1-1927
(Commission File Number) 34-0253240
(I.R.S. Employer Identification No.)

1144 East Market Street, Akron, Ohio
(Address of principal executive offices) 44316-0001
(Zip Code)

Registrant’s telephone number, including area code: (330) 796-2121

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Exhibit 4.1 Purchase Agreement, Dated June 20, 2005

Exhibit 4.2 Indenture, Dated as of June 23, 2005

Ehxibit 4.3 Registration Rights Agreement, Dated June 23, 2005

EX-99.1

EX-99.2

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

a) Purchase Agreement.

     On June 23, 2005, The Goodyear Tire & Rubber Company (“Goodyear” or the “Company”) completed an offering (the “Offering”) of $400 million aggregate principal amount of its 9.00% Senior Notes due 2015 (the “Notes”) in a transaction under Rule 144A under the Securities Act of 1933 (the “Securities Act”) and Regulation S under the Securities Act. In connection with the Offering, Goodyear entered into a purchase agreement, dated as of June 20, 2005 (the “Purchase Agreement”), with Citigroup Global Markets Inc., BNP Paribas Securities Corp., Credit Suisse First Boston LLC, J.P. Morgan Securities Inc., Goldman, Sachs & Co., Calyon Securities (USA) Inc., Deutsche Bank Securities, Inc., Natexis Bleichroeder Inc. and KBC Financial Products USA, Inc., as initial purchasers of the Notes (collectively, the “Initial Purchasers”). The Notes are guaranteed by Goodyear’s U.S. and Canadian subsidiaries that also guarantee Goodyear’s obligations under its senior secured credit facilities.

     Goodyear intends to use the proceeds from the Offering of approximately $390 million (after deduction of the Initial Purchasers’ 2.25% discount and payment of offering expenses) to repay the $200 million in borrowings under the Company’s U.S. first lien revolving credit facility, and to replace $190 million of cash that the Company used to pay $516 million principal amount of its 6.375% Euro Notes due 2005 at maturity on June 6, 2005. The Company may then use the $190 million in cash to repay other debt obligations and for general corporate purposes.

     In the Purchase Agreement, Goodyear agreed to indemnify the Initial Purchasers against certain liabilities in connection with the Offering or contribute to payments that the Initial Purchasers may be required to make in respect of those liabilities.

     In the ordinary course of business, the Initial Purchasers and their affiliates have provided, and may in the future provide, investment banking, commercial banking, cash management, foreign exchange or other financial services to Goodyear and its affiliates for which they have received customary compensation and may receive customary compensation in the future. Affiliates of certain of the Initial Purchasers are lenders under certain of the Company’s credit facilities, including its U.S. first lien revolving credit facility. The Company intends to repay its borrowings under the U.S. first lien revolving credit facility with the net proceeds of the Offering.

     The offering and sale of the Notes were not registered under the Securities Act, and the Notes may not be reoffered or resold in the United States absent registration or an applicable exemption from registration requirements.

     A copy of the Purchase Agreement is attached as Exhibit 4.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein. The descriptions of the material terms of the Purchase Agreement are qualified in their entirety by reference to such exhibit.

(b) Indenture and Notes.

     The Notes were issued under an indenture, dated as of June 23, 2005 (the “Indenture”), between Goodyear and Wells Fargo Bank, N.A., as trustee (the “Trustee”). The Indenture and form of initial note and exchange note, which are attached as exhibits to the Indenture, provide, among other things, that the Notes will be senior unsecured obligations of Goodyear and will rank equally with all of the Company’s unsecured and unsubordinated debt. Interest is payable on the Notes on January 1 and July 1 of each year beginning on January 1, 2006 until the maturity date of July 1, 2015. Prior to July 1, 2010, Goodyear may redeem some or all of the Notes at a redemption price equal to the principal amount of the Notes plus an applicable premium and accrued but unpaid interest. After July 1, 2010, Goodyear may redeem for cash all or a portion of the Notes at redemption prices set forth in the Indenture. In addition, at any time prior to July 1, 2008, Goodyear may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds of certain equity offerings at the redemption price set forth in the Indenture.

     The terms of the Indenture, among other things, limit the ability of Goodyear and certain of its subsidiaries to (i) incur additional debt or issue redeemable preferred stock, (ii) pay dividends, or make certain other restricted payments or investments, (iii) incur liens, (iv) sell assets, (v) incur restrictions on the ability of the Goodyear’s subsidiaries to pay dividends to Goodyear, (vi) enter into affiliate transactions, (vii) engage in sale and leaseback transactions, and (viii) consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets. These covenants are subject to significant exceptions and qualifications. For example, if the Notes are assigned an investment grade rating by Moody’s and S&P and no default has occurred or is continuing, certain covenants will be suspended.

     The Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others: nonpayment of principal or interest, breach of covenants or other agreements in the Indenture, defaults in failure to pay certain other indebtedness, and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Trustee or the holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued but unpaid interest on all of Notes to be due and payable.

     A copy of the Indenture is attached as Exhibit 4.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein. The descriptions of the material terms of the Indenture and the Notes are qualified in their entirety by reference to such exhibit.

(c) Registration Rights Agreement.

     In connection with the issuance of the Notes, Goodyear entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of June 23, 2005, with the Initial Purchasers. Under the terms of the Registration Rights Agreement, Goodyear agreed for the benefit of the holders of the Notes that it will use its commercially reasonable efforts to file with the Securities and Exchange Commission and cause to become effective a registration statement

relating to an offer to (i) exchange the Notes for an issue of registered notes (the “exchange notes”) having substantially the same terms as the Notes, and (ii) exchange the related guarantees for registered guarantees having substantially the same terms as the original guarantees. Goodyear has agreed to use its commercially reasonable efforts to cause the exchange offer to be completed within 270 days after the issuance of the Notes.

     In the Registration Rights Agreement, Goodyear agreed to indemnify the Initial Purchasers and the holders of the Notes against certain liabilities in connection with the exchange offer or registration statement, as the case may be, or contribute to payments that the Initial Purchasers may be required to make in respect of those liabilities.

     See section (a) above for a discussion of the Company’s relationships with the Initial Purchasers.

     A copy of the Registration Rights Agreement is attached as Exhibit 4.3 to this Current Report on Form 8-K and is hereby incorporated by reference herein. The descriptions of the material terms of the Registration Rights Agreement are qualified in their entirety by reference to such exhibit.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

     The disclosures above under Item 1.01(b) of this Current Report on Form 8-K relating to the Indenture and the Notes are also responsive to Item 2.03 of this report and are hereby incorporated by reference into this Item 2.03.

ITEM 8.01. OTHER EVENTS

     News releases dated June 20, 2005 and June 23, 2005 announcing the pricing and closing of the Offering are attached hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
4.1	Purchase Agreement, dated June 20, 2005, among Goodyear, certain subsidiaries of Goodyear and Citigroup Global Markets Inc. as representative of the several Purchasers listed therein.
4.2	Indenture, dated as of June 23, 2005 among Goodyear, the subsidiary guarantors party thereto and Wells Fargo Bank, N.A., as Trustee.
4.3	Registration Rights Agreement, dated as of June 23, 2005 among Goodyear, Citigroup Global Markets Inc., BNP Paribas Securities Corp., Credit Suisse First Boston LLC, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Calyon Securities (USA) Inc., Deutsche Bank Securities, Inc., Natexis Bleichroeder Inc. and KBC Financial Products USA, Inc.
99.1	News Release dated June 20, 2005.
99.2	News Release dated June 23, 2005.

	THE GOODYEAR TIRE & RUBBER COMPANY
Date: June 24, 2005	By	/s/ C. Thomas Harvie
		C. Thomas Harvie
		Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
4.1	Purchase Agreement, dated June 20, 2005, among Goodyear, certain subsidiaries of Goodyear and Citigroup Global Markets Inc. as representative of the several Purchasers listed therein.
4.2	Indenture, dated as of June 23, 2005 among Goodyear, the subsidiary guarantors party thereto and Wells Fargo Bank, N.A., as Trustee.
4.3	Registration Rights Agreement, dated as of June 23, 2005 among Goodyear, Citigroup Global Markets Inc., BNP Paribas Securities Corp., Credit Suisse First Boston LLC, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Calyon Securities (USA) Inc., Deutsche Bank Securities, Inc., Natexis Bleichroeder Inc. and KBC Financial Products USA, Inc.
99.1	News Release dated June 20, 2005.
99.2	News Release dated June 23, 2005.

EX-4.1

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

                       THE GOODYEAR TIRE & RUBBER COMPANY

                       $400,000,000 Senior Notes due 2015

                               Purchase Agreement

                                                                   June 20, 2005

Citigroup Global Markets Inc.
as representative of the several
           Purchasers listed on Schedule I hereto
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

      The Goodyear Tire & Rubber Company, an Ohio corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the Purchasers named in Schedule I hereto (the "Purchasers") an aggregate of
$400,000,000 principal amount of the 9.00% Senior Notes due 2015 (the
"Securities"). The Securities will be issued pursuant to an indenture (the
"Indenture") to be dated as of June 23, 2005, among the Company, the subsidiary
guarantors signatory hereto (the "Subsidiary Guarantors") and Wells Fargo Bank,
N.A., as trustee (the "Trustee") and will be guaranteed on an unsecured senior
basis by each of the Subsidiary Guarantors (the "Guarantees"). Capitalized terms
used but not defined herein shall have the meanings given to such terms in the
Offering Memorandum (as defined below).

      The sale of the Securities to the Purchasers will be made without
registration under the Securities Act of 1933, as amended (the "Securities
Act"), in reliance upon exemptions from the registration requirements of the
Securities Act.

      1. The Company and each of the Subsidiary Guarantors jointly and severally
represent and warrant to, and agree with, each of the Purchasers that:

            (a) A preliminary offering memorandum, dated June 20, 2005 (the
      "Preliminary Offering Memorandum") and an offering memorandum, dated June
      20, 2005 (the "Offering Memorandum", in each case including the Company's
      Annual Report on Form 10-K for the fiscal year ended December 31, 2004,
      Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 and the
      Current Reports on Form 8-K filed on January 3, January 14, February 23,
      February 25, February 28, March 2, March 8, March 18, April 14, April 19,
      April 27, May 3 and June 20, 2005 each of which are incorporated by
      reference in and made a part of the Preliminary Offering Memorandum and
      the Offering Memorandum), have been prepared in connection with the
      offering of the Securities. Any reference to the Preliminary Offering
      Memorandum or the Offering Memorandum shall be deemed to refer to and
      include the Company's



      most recent Annual Report on Form 10-K and all subsequent documents filed
      with the United States Securities and Exchange Commission (the
      "Commission") pursuant to Section 13(a), 13(c) or 15(d) of the United
      States Securities Exchange Act of 1934, as amended (the "Exchange Act")
      (excluding information furnished under Item 2.02 or Item 7.01 of any
      current report on Form 8-K filed on or after January 1, 2005) on or prior
      to the date of the Preliminary Offering Memorandum or the Offering
      Memorandum, as the case may be, and any reference to the Preliminary
      Offering Memorandum or the Offering Memorandum, as the case may be, as
      amended or supplemented, as of any specified date, shall be deemed to
      include any documents filed with the Commission pursuant to Section 13(a),
      13(c) or 15(d) of the Exchange Act after the date of the Preliminary
      Offering Memorandum or the Offering Memorandum, as the case may be, prior
      to such specified date (excluding information furnished under Item 2.02 or
      7.01 of any current report on Form 8-K); and all documents filed under the
      Exchange Act and so deemed to be included or incorporated by reference in
      the Preliminary Offering Memorandum or the Offering Memorandum, as the
      case may be, or any amendment or supplement thereto are hereinafter called
      the "Exchange Act Reports". The Exchange Act Reports, when they were or
      are filed with the Commission, conformed or will conform, as the case may
      be, in all material respects to the applicable requirements of the
      Exchange Act and the applicable rules and regulations of the Commission
      thereunder. The Preliminary Offering Memorandum or the Offering Memorandum
      and any amendments or supplements thereto insofar as such amendments or
      supplements are incorporated into the Offering Memorandum and the Exchange
      Act Reports did not and will not, as of their respective dates, contain an
      untrue statement of a material fact or omit to state a material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading; provided,
      however, that this representation and warranty shall not apply to, and the
      Company makes no representation or warranty with respect to, any
      statements or omissions made in reliance upon and in conformity with
      information furnished in writing to the Company by a Purchaser through
      Citigroup Global Markets Inc. expressly for use therein;

            (b) Neither the Company nor any of its subsidiaries has sustained
      since the date of the latest audited financial statements included or
      incorporated by reference in the Offering Memorandum any loss or
      interference with its business that is material to the Company and its
      subsidiaries taken as a whole from fire, explosion, flood or other
      calamity, whether or not covered by insurance, or from any labor dispute
      or court or governmental action, order or decree, except as set forth or
      contemplated in the Offering Memorandum; and, since the respective dates
      as of which information is given in the Offering Memorandum, there has not
      been any change in the capital stock (other than issuances pursuant to
      equity incentive plans) or increase in long-term debt of the Company or
      any of its subsidiaries that is material to the Company and its
      subsidiaries taken as a whole, or any material adverse change, or any
      development that would reasonably be expected to result in a material
      adverse change, in or affecting the business, properties, financial
      position or results of operations of the Company and its subsidiaries
      taken as a whole, except as set forth or contemplated in the Offering
      Memorandum. As used in this Agreement, a "subsidiary" of any person means
      any corporation, association, partnership or other business entity of
      which more than 50% of the total voting power of

                                       2


      shares of capital stock or other interests (including partnership
      interests) entitled (without regard to the occurrence of any contingency)
      to vote in the election of directors, managers or trustees thereof is at
      the time owned or controlled, directly or indirectly, by: (i) such person,
      (ii) such person and one or more subsidiaries of such person or (iii) one
      or more subsidiaries of such person.

            (c) The Company and its subsidiaries have good and marketable title
      in fee simple to all real property and good and marketable title to all
      personal property owned by them, in each case free and clear of all liens,
      encumbrances and defects except (i) such as are described in the Offering
      Memorandum or (ii) such as do not materially affect the value of such
      property and do not interfere with the use made and proposed to be made of
      such property by the Company and its subsidiaries or (iii) such as could
      not reasonably be expected, individually or in the aggregate, to have a
      material adverse effect on the business, properties, financial position or
      results of operations of the Company and its subsidiaries taken as a whole
      or on the performance by the Company of its obligations under the
      Securities (a "Material Adverse Effect") or (iv) "Permitted Liens" as
      defined in the Indenture; and any real property and buildings held under
      lease by the Company and its subsidiaries are held by them under valid,
      subsisting and enforceable leases with such exceptions as are not material
      and do not interfere with the use made and proposed to be made of such
      property and buildings by the Company and its subsidiaries taken as a
      whole in any material respect;

            (d) The Company and its subsidiaries own, license or otherwise
      possess adequate rights to use all material patents, patent applications,
      trademarks, service marks, trade names, trademark registrations, service
      mark registrations, copyrights, licenses and know-how (including trade
      secrets and other unpatented and/or unpatentable proprietary or
      confidential information, systems or procedures) necessary for the conduct
      of their respective businesses, except where the failure to own, license
      or otherwise possess such rights would not reasonably be expected to have
      a Material Adverse Effect; and the conduct of their respective businesses
      will not conflict in any respect with any such rights of others, and the
      Company and, to the best of the Company's knowledge, its subsidiaries,
      have not received written notice of any claim of infringement of or
      conflict with any such rights of others, except in each case such
      conflicts or infringements that, if adversely determined against the
      Company or any of its subsidiaries, would not reasonably be expected to
      have a Material Adverse Effect.

            (e) The financial statements and the related notes thereto included
      or incorporated by reference in the Offering Memorandum present fairly in
      all material respects the consolidated financial position of the Company
      and its consolidated subsidiaries as of the dates indicated and the
      results of their operations and the changes in their cash flows for the
      periods specified, in each case, on a consolidated basis; such financial
      statements have been prepared in conformity with United States generally
      accepted accounting principles applied on a consistent basis throughout
      the periods covered thereby; and the other financial information included
      or incorporated by reference in the Offering Memorandum has been derived
      from the accounting records of the Company and its subsidiaries and
      presents fairly in all material respects the information shown thereby.

                                       3


            (f) Since the date of the latest audited financial statements of the
      Company included or incorporated by reference in the Offering Memorandum,
      neither the Company nor any of its subsidiaries has entered into any
      transaction or agreement that is material to the Company and its
      subsidiaries taken as a whole or incurred any liability or obligation,
      direct or contingent, that is material to the Company and its subsidiaries
      taken as a whole, other than as set forth in the Company's filings with
      the Commission incorporated into the Offering Memorandum or the Offering
      Memorandum.

            (g) Each of the Company and the Subsidiary Guarantors has been duly
      organized and is validly existing and in good standing under the laws of
      their respective jurisdictions of organization, with all requisite power
      and authority (corporate and other) necessary to own its properties and
      conduct its business as described in the Offering Memorandum, and has been
      duly qualified as a foreign corporation or limited liability company for
      the transaction of business and is in good standing under the laws of each
      other jurisdiction in which it owns or leases properties or conducts any
      business so as to require such qualification, or is subject to no
      liability or disability that is material to the Company and its
      subsidiaries taken as a whole by reason of the failure to be so qualified
      or in good standing in any such jurisdiction;

            (h) The Company has an authorized capitalization as set forth in the
      Offering Memorandum, and all of the issued shares of capital stock of the
      Company have been duly and validly authorized and issued and are fully
      paid and non-assessable; and all of the issued shares of capital stock or
      other equity interests of each significant subsidiary (for purposes of
      this Section, as defined in Rule 1.02 of Regulation S-X under the Exchange
      Act) of the Company have been duly and validly authorized and issued, are
      fully paid and non-assessable and (except for directors' qualifying shares
      and except as otherwise set forth in the Offering Memorandum) the capital
      stock or other equity interests of each Subsidiary Guarantor and each
      significant subsidiary is owned directly or indirectly by the Company,
      free and clear of any lien, charge, encumbrance, security interest,
      restriction on voting or transfer or any other claim of any third party
      other than those which are "Permitted Liens" as defined in the Indenture.
      Except as described in the Offering Memorandum, there are no outstanding
      subscriptions, rights, warrants, calls or options to acquire, or
      instruments convertible into or exchangeable for, or agreements or
      understandings with respect to the sale or issuance of, any shares of
      capital stock of or other equity or other ownership interest in the
      Company or any of its significant subsidiaries;

            (i) Each of the Company and the Subsidiary Guarantors has full
      right, corporate or limited liability company power, as applicable, and
      authority to execute and deliver, as applicable, this Agreement, the
      Securities, the Indenture (including each Guarantee set forth therein),
      the Exchange Securities (as defined in the Indenture) (including the
      related guarantees) and the Registration Rights Agreement dated as of the
      Closing Date among the Company, the Subsidiary Guarantors and the
      Purchasers therein (the "Registration Rights Agreement" and together with
      this Agreement, the Securities, the Exchange Securities (including the
      related guarantees) and the Indenture (including each Guarantee set forth
      therein), the "Transaction Documents") and to perform their respective
      obligations hereunder and thereunder; and all corporate or limited
      liability

                                       4


      company action, as applicable, required to be taken for the due and proper
      authorization, execution and delivery of each of the Transaction Documents
      and the consummation of the transactions contemplated thereby has been
      duly and validly taken.

            (j) The Indenture has been duly authorized by the Company and each
      of the Subsidiary Guarantors and, when duly executed and delivered in
      accordance with its terms by each of the parties thereto, will constitute
      a valid and legally binding agreement of the Company and each of the
      Subsidiary Guarantors enforceable against the Company and each of the
      Subsidiary Guarantors in accordance with its terms, subject, as to
      enforcement, to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and other laws of general applicability
      relating to or affecting creditors' rights and to general equity
      principles regardless of whether considered in a proceeding in equity or
      at law (collectively, the "Enforceability Exceptions"), and on the Closing
      Date, the Indenture will conform in all material respects to the
      requirements of the Trust Indenture Act of 1939, as amended (the "Trust
      Indenture Act") and the rules and regulations of the Commission applicable
      to an indenture qualified thereunder;

            (k) The Securities have been duly authorized by the Company and,
      when duly executed, authenticated, issued and delivered as provided in the
      Indenture and paid for as provided herein, will be duly and validly issued
      and outstanding and will constitute valid and legally binding obligations
      of the Company enforceable against the Company in accordance with their
      terms, subject to the Enforceability Exceptions, and will be entitled to
      the benefits of the Indenture; and the Guarantees have been duly
      authorized by each of the Subsidiary Guarantors and, when the Securities
      have been duly executed, authenticated, issued and delivered as provided
      in the Indenture and paid for as provided herein, will be valid and
      legally binding obligations of each of the Subsidiary Guarantors,
      enforceable against each of the Subsidiary Guarantors in accordance with
      their terms, subject to the Enforceability Exceptions, and will be
      entitled to the benefits of the Indenture.

            (l) On the Closing Date, the Exchange Securities (including the
      related guarantees) will have been duly authorized by the Company and each
      of the Subsidiary Guarantors and, when duly executed, authenticated,
      issued and delivered in accordance with the Indenture and the Registration
      Rights Agreement, will be duly and validly issued and outstanding and will
      constitute valid and legally binding obligations of the Company, as
      issuer, and each of the Subsidiary Guarantors, as guarantor, enforceable
      against the Company and each of the Subsidiary Guarantors in accordance
      with their terms, subject to the Enforceability Exceptions, and will be
      entitled to the benefits of the Indenture.

            (m) This Agreement has been duly authorized, executed and delivered
      by the Company and each of the Subsidiary Guarantors; and the Registration
      Rights Agreement has been duly authorized by the Company and each of the
      Subsidiary Guarantors and, when duly executed and delivered in accordance
      with its terms by each of the parties thereto, will constitute a valid and
      legally binding agreement of the Company and each of the Subsidiary
      Guarantors enforceable against the Company and each of the Subsidiary
      Guarantors in accordance with its terms, subject to the Enforceability
      Exceptions, and except that rights to indemnity and contribution
      thereunder may be limited by applicable

                                        5


      law and public policy. There are no other persons with registration rights
      or similar rights to have any securities of the Company or the Subsidiary
      Guarantors ((i) other than the Securities, (ii) the Company's 11% Senior
      Secured Notes due 2011 and Senior Secured Floating Rate Notes due 2011
      (collectively, the "Senior Secured Notes") and (iii) the Company's 4.00%
      Convertible Senior Notes due 2034 (the "Convertible Notes") offered and
      sold in reliance on Rule 144A under the Securities Act) registered under a
      registration statement filed under the Securities Act;

            (n) Each Transaction Document conforms in all material respects to
      the description thereof contained in the Preliminary Offering Memorandum
      and the Offering Memorandum.

            (o) None of the transactions contemplated by this Agreement
      (including, without limitation, the use of the proceeds from the sale of
      the Securities as described in the Offering Memorandum) will violate or
      result in a violation of Section 7 of the Exchange Act, or any regulation
      promulgated thereunder, including, without limitation, Regulations T, U,
      and X of the Board of Governors of the Federal Reserve System;

            (p) Prior to the date hereof, neither the Company nor any of its
      affiliates (as defined in Rule 144 under the Securities Act) has taken any
      action which is designed to or which has constituted or which might have
      been expected to cause or result in stabilization or manipulation of the
      price of any security of the Company in connection with the offering of
      the Securities;

            (q) The execution, delivery and performance by each of the Company
      and the Subsidiary Guarantors of each of the Transaction Documents to
      which it is a party, the issuance and sale of the Securities (including
      the Guarantees) and the compliance by each of the Company and the
      Subsidiary Guarantors with all of the provisions of the Transaction
      Documents, and the consummation of the transactions herein and therein
      contemplated will not (i) conflict with or result in a breach or violation
      of any of the terms or provisions of, or constitute a default under, any
      indenture, mortgage, deed of trust, loan agreement or other agreement or
      instrument to which the Company or any of its subsidiaries is a party or
      by which the Company or any of its subsidiaries is bound or to which any
      of the property or assets of the Company or any of its subsidiaries is
      subject, (ii) result in any violation of the provisions of the Certificate
      of Incorporation or By-laws of the Company or any of the Subsidiary
      Guarantors or (iii) result in any violation of any law or statute or any
      judgment, order, rule or regulation of any court or governmental agency or
      body having jurisdiction over the Company or any of its subsidiaries or
      any of their properties or assets, except, in the case of clauses (i) and
      (iii) above, for any such conflict, breach or violation that would not,
      individually or in the aggregate, reasonably be expected to have a
      Material Adverse Effect; and no consent, approval, authorization, order,
      registration or qualification of or with any such court or governmental
      agency or body is required for the issue and sale of the Securities or the
      consummation by the Company and the Subsidiary Guarantors of the
      transactions contemplated by the Transaction Documents, except for (i)
      such consents, approvals, authorizations, registrations or qualifications
      as may be required under state securities or Blue Sky laws in connection
      with the purchase and resale of the Securities by the Purchasers and (ii)
      the

                                        6


      filing of a registration statement pursuant to the Securities Act by the
      Company with the Commission pursuant to the Registration Rights Agreement;

            (r) Neither the Company nor any of its subsidiaries is (i) in
      violation of its Certificate of Incorporation or By-laws, (ii) in default
      in the performance or observance of any obligation, covenant or condition
      contained in any indenture, mortgage, deed of trust, loan agreement, lease
      or other agreement or instrument to which it is a party or by which it or
      any of its properties may be bound or (iii) in violation of any statute,
      law, rule, regulation, judgment, order or decree applicable to the Company
      or any of its subsidiaries of any court, regulatory body, administrative
      agency, governmental body, arbitrator or other authority having
      jurisdiction over the Company or such subsidiary or any of its properties,
      as applicable, except, in the case of clauses (ii) and (iii), for any
      default or violation that would not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect;

            (s) The statements set forth in the Offering Memorandum under the
      caption "Description of Notes", insofar as they purport to constitute a
      summary of the terms of the Securities and the Guarantees, and under the
      caption "Certain United States Federal Income Tax Considerations", insofar
      as they purport to describe the provisions of the laws and documents
      referred to therein, are accurate, complete and fair in all material
      respects;

            (t) Other than as set forth in the Offering Memorandum, there are no
      legal or governmental proceedings pending to which the Company or any of
      its subsidiaries is a party or to which any property of the Company or any
      of its subsidiaries is the subject, which would be required to be
      disclosed in the Company's Annual Report on Form 10-K if such report were
      filed on the date hereof; and, to the best of the Company's knowledge, no
      such proceedings are threatened or contemplated by governmental
      authorities or threatened by others;

            (u) When the Securities are issued and delivered pursuant to this
      Agreement, the Securities will not be of the same class (within the
      meaning of Rule 144A under the Securities Act) as securities which are
      listed on a national securities exchange registered under Section 6 of the
      Exchange Act or quoted in a U.S. automated inter-dealer quotation system;

            (v) The Company is subject to Section 13 or 15(d) of the Exchange
      Act;

            (w) Neither the Company nor any of its subsidiaries is, and after
      giving effect to the offering and sale of the Securities, none of them
      will be an "investment company", as such term is defined in the United
      States Investment Company Act of 1940, as amended (the "Investment Company
      Act");

            (x) Neither the Company, nor any person acting on its or their
      behalf (other than the Purchasers, or any persons acting on their behalf,
      as to which no representation is made), has (i) offered or sold the
      Securities by means of any general solicitation or general advertising
      within the meaning of Rule 502(c) under the Securities Act or (ii)

                                        7


      engaged in any directed selling efforts within the meaning of Regulation S
      under the Securities Act ("Regulation S"), and all such persons have
      complied with the offering restrictions requirement of Regulation S;

            (y) Within the preceding six months, neither the Company nor any
      other person acting on behalf of the Company has offered or sold to any
      person any Securities, or any securities of the same or a similar class as
      the Securities, other than Securities offered or sold to the Purchasers
      hereunder. The Company will take reasonable precautions designed to insure
      that any offer or sale, direct or indirect, in the United States or to any
      U.S. person (as defined in Rule 902 under the Securities Act) of any
      Securities or any substantially similar security issued by the Company,
      within six months subsequent to the date on which the distribution of the
      Securities has been completed (as notified to the Company by the
      Purchasers), is made under restrictions and other circumstances reasonably
      designed not to affect the status of the offer and sale of the Securities
      in the United States and to U.S. persons contemplated by this Agreement as
      transactions exempt from the registration provisions of the Securities
      Act;

            (z) PricewaterhouseCoopers LLP, who have certified certain
      consolidated financial statements of the Company and its consolidated
      subsidiaries, are independent public accountants as required by the
      Securities Act and the rules and regulations of the Commission thereunder
      within the meaning of Rule 101 of the Code of Professional Conduct of the
      American Institute of Certified Public Accountants and its interpretations
      and rulings thereunder;

            (aa) The Company and its subsidiaries have paid all federal, state,
      local and foreign taxes (except for such taxes that are not yet delinquent
      or that are being contested in good faith and by proper proceedings) and
      filed all tax returns required to be paid or filed through the date
      hereof, except in each case where the failure to pay or file would not
      reasonably be expected to have a Material Adverse Effect; and except as
      otherwise disclosed in the Offering Memorandum or as would not reasonably
      be expected to have a Material Adverse Effect, there is no tax deficiency
      that has been, or could reasonably be expected to be, asserted against the
      Company or any of its subsidiaries or any of their respective properties
      or assets;

            (bb) The Company and its subsidiaries possess all licenses,
      certificates, permits and other authorizations issued by, and have made
      all declarations and filings with, the appropriate federal, state, local
      or foreign governmental or regulatory authorities that are necessary for
      the ownership or lease of their respective properties or the conduct of
      their respective businesses as described in the Offering Memorandum,
      except where the failure to possess or make the same would not,
      individually or in the aggregate, reasonably be expected to have a
      Material Adverse Effect; and except as described in the Offering
      Memorandum or as would not reasonably be expected to have a Material
      Adverse Effect, neither the Company nor any of its subsidiaries has
      received written notice of any revocation or modification of any such
      license, certificate, permit or authorization or has any reason to believe
      that any such license, certificate, permit or authorization will not be
      renewed in the ordinary course;

                                        8


            (cc) Except as described in the Offering Memorandum, no labor
      disturbance by or dispute with employees of the Company or any of its
      subsidiaries exists or, to the best knowledge of the Company, is
      contemplated or threatened, in each case that would be reasonably expected
      to have a Material Adverse Effect;

            (dd) The Company and its subsidiaries (i) are in compliance with any
      and all applicable federal, state, local and foreign laws, rules,
      regulations, decisions and orders relating to the protection of human
      health and safety, the environment or hazardous or toxic substances or
      wastes, pollutants or contaminants (collectively, "Environmental Laws");
      (ii) have received and are in compliance with all permits, licenses or
      other approvals required of them under applicable Environmental Laws to
      conduct their respective businesses; and (iii) have not received notice of
      any actual or potential liability for the investigation or remediation of
      any disposal or release of hazardous or toxic substances or wastes,
      pollutants or contaminants, except in any such case for any such failure
      to comply with, or failure to receive required permits, licenses or
      approvals, or liability, as would not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect;

            (ee) Except as would not reasonably be expected to have a Material
      Adverse Effect, each employee benefit plan, within the meaning of Section
      3(3) of the Employee Retirement Income Security Act of 1974, as amended
      ("ERISA"), that is maintained, administered or contributed to by the
      Company or any of its affiliates for employees or former employees of the
      Company and its affiliates is in compliance in all material respects with
      its terms and the requirements of any applicable statutes, orders, rules
      and regulations, including but not limited to ERISA and the Internal
      Revenue Code of 1986, as amended (the "Code"); no prohibited transaction,
      within the meaning of Section 406 of ERISA or Section 4975 of the Code,
      has occurred with respect to any such plan excluding transactions effected
      pursuant to a statutory or administrative exemption; and for each such
      plan that is subject to the funding rules of Section 412 of the Code or
      Section 302 of ERISA, except as set forth in the Preliminary Offering
      Memorandum or the Offering Memorandum, the fair market value of the assets
      of each such plan (excluding for these purposes accrued but unpaid
      contributions) exceeds the present value of all benefits accrued under
      such plan determined using reasonable actuarial assumptions, and no
      "accumulated funding deficiency" as defined in Section 412 of the Code has
      been incurred, whether or not waived;

            (ff) Except as would not reasonably be expected to have a Material
      Adverse Effect, the Company and its subsidiaries maintain systems of
      internal accounting controls sufficient to provide reasonable assurance
      that (i) transactions are executed in accordance with management's general
      or specific authorizations; (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with generally
      accepted accounting principles and to maintain asset accountability; (iii)
      access to assets is permitted only in accordance with management's general
      or specific authorization; and (iv) the recorded accountability for assets
      is compared with the existing assets at reasonable intervals and
      appropriate action is taken with respect to any differences. The foregoing
      is subject to the disclosures set forth in Note 2 to the Financial
      Statements and Item 9A, in each case, of the Company's Annual Report on
      Form 10-K for the fiscal year

                                        9


      ended December 31, 2004, and Item 4 of the Company's Quarterly Report on
      Form 10-Q for the quarter ended March 31, 2005;

            (gg) Except as would not reasonably be expected to have a Material
      Adverse Effect, the Company and its subsidiaries have insurance covering
      their respective properties, operations, personnel and businesses,
      including business interruption insurance, which insurance is in amounts
      and insures against such losses and risks as are customary among companies
      of established reputation engaged in the same or similar businesses and
      operating in the same or similar locations; and neither the Company nor,
      to the best of the Company's knowledge, any of the Company's subsidiaries,
      has (i) received written notice from any insurer or agent of such insurer
      that capital improvements or other expenditures are required or necessary
      to be made in order to continue such insurance or (ii) any reason to
      believe that it will not be able to renew its existing insurance coverage
      as and when such coverage expires or to obtain similar coverage at
      reasonable cost from similar insurers as may be necessary to continue its
      business;

            (hh) Except as would not reasonably be expected to have a Material
      Adverse Effect, neither the Company nor any of its subsidiaries nor, to
      the best knowledge of the Company, any director, officer, agent, employee
      or other person associated with or acting on behalf of the Company or any
      of its subsidiaries has (i) used any corporate funds for any unlawful
      contribution, gift, entertainment or other unlawful expense relating to
      political activity; (ii) made any direct or indirect unlawful payment to
      any foreign or domestic government official or employee from corporate
      funds; (iii) violated or is in violation of any provision of the Foreign
      Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff,
      influence payment, kickback or other unlawful payment;

            (ii) On and immediately after the Closing Date, the Company (after
      giving effect to the issuance of the Securities and the other transactions
      related thereto as described in the Offering Memorandum) will be Solvent.
      As used in this paragraph, the term "Solvent" means, with respect to a
      particular date, that on such date (i) the present fair market value (or
      present fair saleable value) of the assets of the Company is not less than
      the total amount required to pay the liabilities of the Company on its
      total existing debts and liabilities (including contingent liabilities)
      (which liabilities are calculated for purposes of this representation in
      the manner used in the preparation of the Company's consolidated financial
      statements) as they become absolute and matured; (ii) the Company is able
      to realize upon its assets and pay its debts and other liabilities,
      contingent obligations and commitments as they mature and become due in
      the normal course of business (assuming the ability to refinance existing
      obligations in the normal course of business); (iii) assuming consummation
      of the issuance of the Securities as contemplated by this Agreement and
      the Offering Memorandum, the Company is not incurring debts or liabilities
      beyond its ability to pay as such debts and liabilities mature (assuming
      the ability to refinance existing obligations in the normal course of
      business); and (iv) the Company is not engaged in any business or
      transaction, and does not propose to engage in any business or
      transaction, for which its property would constitute unreasonably small
      capital after giving due consideration to the prevailing practice in the
      industry in which the Company is engaged;

                                       10


            (jj) Neither the Company nor any of its affiliates (as defined in
      Rule 501(b) of Regulation D of the Securities Act) has, directly or
      through any agent, sold, offered for sale, solicited offers to buy or
      otherwise negotiated in respect of, any security (as defined in the
      Securities Act), that is or will be integrated with the sale of the
      Securities in a manner that would require registration of the Securities
      under the Securities Act; and

            (kk) Assuming the accuracy of the representations and warranties of
      the Purchasers contained in Section 3 and their compliance with their
      agreements set forth therein, it is not necessary, in connection with the
      issuance and sale of the Securities to the Purchasers, the offer, resale
      and delivery of the Securities by the Purchasers in the manner
      contemplated by this Agreement and the Offering Memorandum, to register
      the Securities under the Securities Act or to qualify the Indenture under
      the Trust Indenture Act.

      2. On the basis of the representations and warranties contained herein and
subject to the terms and conditions herein set forth, the Company agrees to
issue and sell to each of the Purchasers, and each of the Purchasers agrees,
severally and not jointly, to purchase from the Company, at a purchase price of
97.75% of the principal amount thereof, the principal amount of Securities set
forth opposite the name of such Purchaser in Schedule I hereto.

      3. Upon the authorization by you of the release of the Securities, the
several Purchasers propose to offer the Securities for sale upon the terms and
conditions set forth in this Agreement and the Offering Memorandum and each
Purchaser hereby represents and warrants to, and agrees with the Company that:

      (a) It has not solicited offers for, or offered or sold, and will not
solicit offers for, or offer or sell, the Securities except (i) to persons who
it reasonably believes are "qualified institutional buyers" ("QIBs") within the
meaning of Rule 144A under the Securities Act in transactions meeting the
requirements of Rule 144A and (ii) to persons who are not U.S. persons, who are
not purchasing for the account or benefit of a U.S. person (other than a
distributor) and who are purchasing Securities in an offshore transaction in
accordance with Regulation S and in accordance with the restrictions set forth
in Annex I hereto. Each Purchaser agrees that it will not offer, sell or deliver
any of the Securities in any jurisdiction outside the United States except under
circumstances that will result in compliance with the applicable laws thereof,
and that it will take whatever action is required to permit its purchase and
resale of the Securities in such jurisdiction;

      (b) It is an institutional accredited investor within the meaning of Rule
501(a) under the Securities Act;

      (c) Neither it nor any person acting on its behalf has or will (i) offer
or sell the Securities by any form of general solicitation or general
advertising, including but not limited to the methods described in Rule 502(c)
under the Securities Act or in any manner involving a public offering within the
meaning of Section 4(2) of the Securities Act or (ii) engage in any directed
selling efforts within the meaning of Regulation S;

                                       11


      (d) It acknowledges that the Securities have not been registered under the
Securities Act and may not be sold within the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.

      4. The Securities to be purchased by each Purchaser hereunder will be
represented by one or more definitive global Securities in book-entry form which
will be deposited by or on behalf of the Company with The Depository Trust
Company ("DTC") or its designated custodian. The Company will deliver the
applicable Securities to Citigroup Global Markets Inc., for the account of each
Purchaser, against payment by or on behalf of such Purchaser of the purchase
price therefor by certified or official bank check or checks, payable to the
order of the Company in New York Clearing House (same day) funds, by causing DTC
to credit the Securities to the account of Citigroup Global Markets Inc. at DTC.
The Company will cause the form of certificates representing the applicable
Securities to be made available to Citigroup Global Markets Inc. for checking at
least twenty-four hours prior to the Closing Date at the office of DTC or its
designated custodian (the "Designated Office"). Delivery of and payment for the
Securities shall be at the offices of Cravath, Swaine & Moore LLP, 825 Eighth
Avenue, New York, NY 10019 (the "Closing Location") at 9:30 a.m., New York City
time, on June 23, 2005 or such other time and date as Citigroup Global Markets
Inc. and the Company may agree upon in writing. The time and date of such
payment and delivery is referred to herein as the "Closing Date".

      5. The Company and each of the Subsidiary Guarantors, jointly and
severally, agree with each of the Purchasers:

      (a) To prepare the Offering Memorandum in a form reasonably approved by
you; to make no amendment or any supplement to the Offering Memorandum which
shall be reasonably disapproved by you promptly after reasonable notice thereof;
and to furnish you with copies thereof;

      (b) Promptly from time to time to take such action as you may reasonably
request to qualify the Securities for offering and sale under the securities
laws of such jurisdictions as you may reasonably request and to comply with such
laws so as to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the offering and
resale of the Securities, provided that in connection therewith the Company
shall not be required (i) to qualify as a foreign corporation, (ii) to file a
general consent to service of process in any jurisdiction or (iii) to take any
action that would subject itself to taxation in any jurisdiction if it is not
otherwise so subject;

      (c) To furnish the Purchasers with written and electronic copies of the
Offering Memorandum and each amendment or supplement thereto in such quantities
as you may from time to time reasonably request, and if, at any time prior to
the earlier of (i) the expiration of nine months after the date of the Offering
Memorandum and (ii) completion of the resale of the Securities by the
Purchasers, any event shall have occurred as a result of which the Offering
Memorandum as then amended or supplemented would include an untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made when such Offering Memorandum is delivered, not misleading, or, if for any
other reason it shall be necessary or desirable (as

                                       12


determined by the Company) during such same period to amend or supplement the
Offering Memorandum, to notify you and upon your request to prepare and furnish
without charge to each Purchaser and to any dealer in securities as many written
and electronic copies as you may from time to time reasonably request of an
amended Offering Memorandum or a supplement to the Offering Memorandum which
will correct such statement or omission or effect such compliance;

      (d) To advise the Purchasers promptly, and confirm such advice in writing,
(i) of the issuance by any governmental or regulatory authority of any order
preventing or suspending the use of the Offering Memorandum or the initiation or
threatening of any proceeding for that purpose and (ii) of the receipt by the
Company of any notice with respect to any suspension of the qualification of the
Securities for offer and sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and the Company will use its
commercially reasonable efforts to prevent the issuance of any such order
preventing or suspending the use of the Offering Memorandum or suspending any
such qualification of the Securities and, if any such order is issued, will
obtain as soon as possible the withdrawal thereof;

      (e) During the period beginning from the date hereof and continuing until
the date 90 days after the Closing Date, not to offer, sell, contract to sell or
otherwise dispose of, except as provided hereunder any debt securities issued or
guaranteed by the Company or any of the Subsidiary Guarantors that are
substantially similar to the Securities, without your prior written consent;

      (f) Not to be or become, at any time prior to the expiration of two years
after the Closing Date, an open-end investment company, unit investment trust,
closed-end investment company or face-amount certificate company that is or is
required to be registered under Section 8 of the Investment Company Act;

      (g) So long as the Securities remain outstanding and are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act, at
any time when the Company is not subject to Section 13 or 15(d) of the Exchange
Act, for the benefit of holders from time to time of Securities, to furnish at
its expense, upon request, to holders of Securities and prospective purchasers
of Securities information (the "Additional Issuer Information") satisfying the
requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act;

      (h) To use its commercially reasonable efforts to cause the Securities to
be eligible for the PORTAL trading system of the National Association of
Securities Dealers, Inc. and for clearance and settlement through the Depository
Trust Company;

      (i) Except if such information is available on the website of either the
Company or the Commission, to furnish to the holders of the Securities as soon
as practicable after the end of each fiscal year an annual report (including a
balance sheet and statements of income, shareholders' equity and cash flows of
the Company and its consolidated subsidiaries certified by independent public
accountants) and, as soon as practicable after the end of each of the first
three quarters of each fiscal year (beginning with the fiscal quarter ending
after the date of the Offering Memorandum), to make available to its
shareholders consolidated unaudited summary financial information of the Company
and its subsidiaries for such quarter in reasonable detail;

                                       13


      (j) During a period of two years from the date of the Offering Memorandum,
to furnish to you copies of all reports or other communications (financial or
other) furnished to shareholders of the Company, and to deliver to you (i) as
soon as they are available, copies of any reports and financial statements
furnished to or filed with the Commission or any securities exchange on which
the Securities or any class of securities of the Company is listed; and (ii)
such additional information concerning the business and financial condition of
the Company as you may from time to time reasonably request (such financial
statements to be on a consolidated basis to the extent the accounts of the
Company and its subsidiaries are consolidated in reports furnished to its
shareholders generally or to the Commission);

      (k) During the period of two years after the Closing Date, not to, and not
permit any of its "affiliates" (as defined in Rule 144 under the Securities Act)
to, resell any of the Securities which constitute "restricted securities" under
Rule 144 that have been reacquired by any of them, except for Securities
purchased by the Company or any of its affiliates and resold in a transaction
registered under the Securities Act;

      (l) To use the net proceeds received by it from the sale of the Securities
pursuant to this Agreement in the manner specified in the Offering Memorandum
under the caption "Use of Proceeds";

      (m) To not, and not permit any of its affiliates (as defined in Rule
501(b) of Regulation D) to, directly or through any agent, sell, offer for sale,
solicit offers to buy or otherwise negotiate in respect of, any security (as
defined in the Securities Act), that is or will be integrated with the sale of
the Securities in a manner that would require registration of the Securities
under the Securities Act;

      (n) To not, and not permit any of its affiliates or any other person
acting on its or their behalf (other than the Purchasers, as to which no
covenant is given) (i) solicit offers for, or offer or sell, the Securities by
means of any form of general solicitation or general advertising within the
meaning of Rule 502(c) of Regulation D or in any manner involving a public
offering within the meaning of Section 4(2) of the Securities Act or (ii) engage
in any directed selling efforts within the meaning of Regulation S, and all such
persons will comply with the offering restrictions requirement of Regulation S;
and

      (o) To not take, directly or indirectly, any action designed to or that
could reasonably be expected to cause or result in any stabilization or
manipulation of the price of the Securities.

        6. The Company covenants and agrees with the several Purchasers that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
issuance of the Securities and all other expenses in connection with the
preparation and printing of the Preliminary Offering Memorandum and the Offering
Memorandum and any amendments and supplements thereto and the mailing and
delivering of copies thereof to the Purchasers and dealers; (ii) the cost of
printing or producing this Agreement, the Guarantees, the Registration Rights
Agreement, the Indenture, the Blue Sky and Legal Investment Memoranda, closing
documents (including any compilations thereof) and any other documents in
connection with the offering, purchase, sale and delivery of the Securities;
(iii) all expenses in connection with the qualification of the Securities for
offering

                                       14


and sale under state securities laws as provided in Section 5(b) hereof,
including the fees and disbursements of counsel for the Purchasers in connection
with such qualification and in connection with the Blue Sky and legal investment
surveys; (iv) any fees charged by securities rating services for rating the
Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses
of the Trustee and any agent of the Trustee and the fees and disbursements of
counsel for the Trustee in connection with the Indenture and the Securities;
(vii) any cost incurred in connection with the designation of the Securities for
trading in PORTAL; and (viii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, and Sections 8 and 11 hereof, the Purchasers will pay
all of their own costs and expenses, including the fees of their counsel,
transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.

      7. The obligations of the Purchasers hereunder shall be subject, in their
discretion, to the condition that all representations and warranties and other
statements of the Company and the Subsidiary Guarantors herein are, as of the
date hereof and as of the Closing Date, true and correct, the condition that the
Company and the Subsidiary Guarantors shall have performed all of their
respective obligations hereunder theretofore to be performed, and the following
additional conditions:

      (a) Cravath, Swaine & Moore LLP, counsel for the Purchasers, shall have
furnished to you such opinion or opinions, dated as of the Closing Date with
respect to such matters as you may reasonably request, and such counsel shall
have received such papers and information as they may reasonably request to
enable them to pass upon such matters;

      (b) C. Thomas Harvie, Esq., Senior Vice President, General Counsel and
Secretary of the Company and Covington & Burling, counsel for the Company, shall
have furnished to you their written opinion, dated as of the Closing Date in
form and substance satisfactory to you, substantially in the forms set forth in
Annex II hereto;

      (c) On the date of the Offering Memorandum prior to the execution of this
Agreement and also as of the Closing Date, PricewaterhouseCoopers LLP shall have
furnished to you a letter or letters, dated the respective dates of delivery
thereof, in form and substance satisfactory to you, substantially in the form
set forth in Annex III hereto;

      (d) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Offering Memorandum any loss or interference
with the business of the Company and its subsidiaries taken as a whole from
fire, explosion, flood or other calamity, whether or not covered by insurance,
or from any labor dispute or court or governmental action, order or decree,
except as set forth or contemplated in the Offering Memorandum, and (ii) since
the respective dates as of which information is given in the Offering Memorandum
(exclusive of any amendment or supplement thereto on or after the date hereof)
there shall not have been any change in the capital stock (other than issuances
pursuant to equity incentive plans) or increase in long-term debt of the Company
or any of its subsidiaries that is material to the Company and its subsidiaries
taken as a whole, or any change, or any development that would reasonably be
expected to result in a change, in or affecting the business, properties,
financial position or

                                       15


results of operations of the Company and its subsidiaries taken as a whole,
except as set forth or contemplated in the Offering Memorandum (exclusive of any
amendment or supplement thereto on or after the date hereof), the effect of
which, in any such case described in clause (i) or (ii), is in the judgment of
the Purchasers so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering, sale or the delivery of the
Securities on the terms and in the manner contemplated in this Agreement and the
Offering Memorandum;

      (e) On or after the date hereof (i) no downgrading shall have occurred in
the rating accorded the Company's debt securities by any "nationally recognized
statistical rating organization", as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such
organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of any of the Company's
debt securities;

      (f) On or after the date hereof there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange; (ii) a suspension or material
limitation in trading in the Company's securities on the New York Stock
Exchange; (iii) a general moratorium on commercial banking activities declared
by either Federal or New York State authorities or a material disruption in
commercial banking or securities settlement or clearance services in the United
States; (iv) the outbreak or escalation of hostilities involving the United
States or the declaration by the United States of a national emergency or war or
(v) the occurrence of any other calamity or crisis or any change in financial,
political or economic conditions in the United States or elsewhere, if the
effect of any such event specified in clause (iv) or (v) in the judgment of the
Purchasers makes it impracticable or inadvisable to proceed with the public
offering, sale or the delivery of the Securities on the terms and in the manner
contemplated in the Offering Memorandum;

      (g) The Securities shall have been designated for trading on PORTAL;

      (h) The Company shall have furnished or caused to be furnished to you as
of the Closing Date the certificate of an officer of the Company reasonably
satisfactory to you as to the accuracy of the representations and warranties of
the Company and the Subsidiary Guarantors herein at and as of the Closing Date,
as to the performance by the Company and the Subsidiary Guarantors of all of
their respective obligations hereunder to be performed at or prior to the
Closing Date, as to the matters set forth in subsections (d) and (e) of this
Section and as to such other matters as you may reasonably request; and

      (i) The Purchasers shall have received on the Closing Date a counterpart
of the Registration Rights Agreement that shall have been executed and delivered
by a duly authorized officer of the Company and each of the Subsidiary
Guarantors.

      8. (a) The Company and each of the Subsidiary Guarantors, jointly and
severally, will indemnify and hold harmless each Purchaser against any losses,
claims, damages or liabilities, joint or several, to which such Purchaser may
become subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in the Preliminary Offering Memorandum or the Offering
Memorandum,

                                       16


or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact necessary to make
the statements therein not misleading, and will reimburse each Purchaser for any
legal or other expenses reasonably incurred by such Purchaser in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company and each of the Subsidiary
Guarantors shall not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Offering Memorandum or the Offering Memorandum or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by any Purchaser through Citigroup Global
Markets Inc. expressly for use therein.

      (b) Each Purchaser, severally and not jointly, will indemnify and hold
harmless the Company and each of the Subsidiary Guarantors against any losses,
claims, damages or liabilities to which the Company or any of the Subsidiary
Guarantors may become subject, under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any Preliminary Offering Memorandum or the
Offering Memorandum, or any amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary Offering
Memorandum or the Offering Memorandum or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by such Purchaser expressly for use therein; and will reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim as such
expenses are incurred.

      (c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; provided that (i) the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection and (ii) the failure
to notify the indemnifying party shall not relieve it from any liability that it
may have under this Section 8 except to the extent that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such
failure. In case any such action shall be brought against any indemnified party
and it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to the extent
that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the

                                       17


settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to, or an admission of, fault,
culpability or a failure to act, by or on behalf of any indemnified party.

      (d) If the indemnification provided for in this Section 8 is unavailable
to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company and the Subsidiary Guarantors on the one hand and the Purchasers
on the other from the offering of the Securities. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law or if the indemnified party failed to give the notice required under
subsection (c) above, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company and the Subsidiary Guarantors on the one hand and the
Purchasers on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company and the Subsidiary Guarantors on the one hand
and the Purchasers on the other from the offering of the Securities shall be
deemed to be in the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Company bear to the total discounts
and commissions received by the Purchasers, in each case as set forth herein.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company and the Subsidiary Guarantors on the one hand or the
Purchasers on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company, the Subsidiary Guarantors and the Purchasers agree that it would
not be just and equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation (even if the Purchasers were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this subsection (d), no
Purchaser shall be required to contribute any amount in excess of the amount by
which the total price at which the Securities purchased by it and distributed to
investors were offered to investors exceeds the amount of any damages which such
Purchaser has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. The Purchasers' obligations in
this subsection (d) to contribute are several in proportion to their respective
purchase obligations and

                                       18


not joint. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of fraudulent misrepresentation.

      (e) The obligations of the Company and the Subsidiary Guarantors under
this Section 8 shall be in addition to any liability which the Company and the
Subsidiaries Guarantors may otherwise have and shall extend, upon the same terms
and conditions, to each person, if any, who controls any Purchaser within the
meaning of the Securities Act; and the obligations of the Purchasers under this
Section 8 shall be in addition to any liability which the respective Purchasers
may otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company and the Subsidiary Guarantors and to each
person, if any, who controls the Company within the meaning of the Securities
Act.

      9. If any one or more Purchaser shall fail to purchase and pay for any of
the Securities agreed to be purchased by such Purchaser hereunder and such
failure to purchase shall constitute a default in the performance of its or
their obligations under this Agreement, the remaining Purchasers shall be
obligated severally to take up and pay for (in the respective proportions which
the principal amount of Securities set forth opposite their names in Schedule I
hereto bears to the aggregate principal amount of Securities set forth opposite
the names of all the remaining Purchasers) the Securities which the defaulting
Purchaser or Purchasers agreed but failed to purchase; provided, however, that
in the event that the aggregate principal amount of Securities which the
defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed
10% of the aggregate principal amount of Securities set forth in Schedule I
hereto, the remaining Purchasers shall have the right to purchase all, but shall
not be under any obligation to purchase any, of the Securities, and if such
nondefaulting Purchasers do not purchase all the Securities, this Agreement will
terminate without liability to any nondefaulting Purchaser or the Company. In
the event of a default by any Purchaser as set forth in this Section 9, the
Closing Date shall be postponed for such period, not exceeding five Business
Days, as Citigroup Global Markets Inc. and the Company shall determine in order
that the required changes in the Offering Memorandum or in any other documents
or arrangements may be effected. Nothing contained in this Agreement shall
relieve any defaulting Purchaser of its liability, if any, to the Company, the
Subsidiary Guarantors or any nondefaulting Purchaser for damages occasioned by
its default hereunder.

      10. The respective indemnities, agreements, representations and warranties
of and certificates delivered by the Company, the Subsidiary Guarantors and the
several Purchasers, as set forth in this Agreement or made by or on behalf of
them, respectively, pursuant to this Agreement, shall remain in full force and
effect, regardless of any investigation (or any statement as to the results
thereof) made by or on behalf of any Purchaser or any controlling person of any
Purchaser, or the Company, or the Subsidiary Guarantors, or any officer or
director or controlling person of the Company or the Subsidiary Guarantors, and
shall survive delivery of and payment for the Securities.

      11. If this Agreement shall be terminated pursuant to Section 9 hereof,
the Company and the Subsidiary Guarantors shall not then be under any liability
to any Purchaser except as provided in Sections 6 and 8 hereof; but, if for any
other reason, the Securities are not delivered by or on behalf of the Company as
provided herein, the Company and the Subsidiary Guarantors

                                       19


will, jointly and severally, reimburse the Purchasers through you for all
out-of-pocket expenses approved in writing by you, including fees and
disbursements of counsel, reasonably incurred by the Purchasers in making
preparations for the purchase, sale and delivery of the Securities, but the
Company and the Subsidiary Guarantors shall then be under no further liability
to any Purchaser except as provided in Sections 6 and 8 hereof.

      12. In all dealings hereunder, you shall act on behalf of each of the
Purchasers, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Purchaser made or given
by you jointly as the Purchasers.

      All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Purchasers shall be delivered or sent by mail or
facsimile transmission to Citigroup Global Markets Inc., 388 Greenwich Street,
New York, NY 10013, Attention: General Counsel; if to the Company shall be
delivered or sent by mail or facsimile transmission to the address of the
Company set forth in the Offering Memorandum, Attention: Secretary; and if to
any Subsidiary Guarantor, shall be delivered or sent by mail, telex or facsimile
transmission care of the Company; provided, however, that any notice to a
Purchaser pursuant to Section 8(c) hereof shall be delivered or sent by mail or
facsimile transmission to such Purchaser at its address set forth in its
Purchasers' Questionnaire, or telex constituting such Questionnaire, which
address will be supplied to the Company by you upon request. Any such
statements, requests, notices or agreements shall take effect upon receipt
thereof.

      13. This Agreement shall be binding upon, and inure solely to the benefit
of, the Purchasers, the Company, the Subsidiary Guarantors and, to the extent
provided in Sections 8 and 10 hereof, the officers and directors of the Company,
the Subsidiary Guarantors and each person who controls the Company the
Subsidiary Guarantors or any Purchaser, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the
Securities from any Purchaser shall be deemed a successor or assign by reason
merely of such purchase.

      14. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

      15. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one and
the same instrument.

      16. Notwithstanding anything herein to the contrary, the Company is
authorized to disclose to any persons the U.S. federal and state income tax
treatment and tax structure of the potential transaction and all materials of
any kind (including tax opinions and other tax analyses) provided to the Company
relating to that treatment and structure, without the Purchasers imposing any
limitation of any kind. However, any information relating to the tax treatment
and tax structure shall remain confidential (and the foregoing sentence shall
not apply) to the extent necessary to enable any person to comply with
securities laws. For this purpose, "tax structure" is limited to any facts that
may be relevant to that treatment.

                                       20


      If the foregoing is in accordance with your understanding, please sign and
return to us, one for the Company and each of the Purchasers plus one for each
counsel, counterparts hereof, and upon the acceptance hereof by you, on behalf
of each of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Purchasers and the Company.
It is understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Company for examination
upon request, but without warranty on your part as to the authority of the
signers thereof.

                                       21


                                         Very truly yours,

                                         THE GOODYEAR TIRE & RUBBER
                                         COMPANY,

                                            by /s/ DARREN R. WELLS
                                               ---------------------------------
                                               Name:  Darren R. Wells

                                               Title: Senior Vice President
                                                      Business Development and
                                                      Treasurer

                                       22


                                         SUBSIDIARY GUARANTORS

                                         BELT CONCEPTS OF AMERICA, INC.,

                                            by /s/ DARREN R. WELLS
                                               --------------------------------
                                               Name:  Darren R. Wells
                                               Title: Vice President


                                         CELERON CORPORATION,

                                            by /s/ DARREN R. WELLS
                                               --------------------------------
                                               Name:  Darren R. Wells
                                               Title: Vice President


                                         COSMOFLEX, INC.,

                                            by /s/ DARREN R. WELLS
                                               --------------------------------
                                               Name:  Darren R. Wells
                                               Title: Vice President


                                         DAPPER TIRE CO, INC.,

                                            by /s/ DARREN R. WELLS
                                               --------------------------------
                                               Name:  Darren R. Wells
                                               Title: Vice President

                                       23


                                         DIVESTED COMPANIES HOLDING
                                         COMPANY,

                                            By /s/ RONALD J. CARR
                                               -------------------------------
                                               Name:   Ronald J. Carr
                                               Title:  Vice President

                                            By /s/ RANDALL M. LOYD
                                               -------------------------------
                                               Name:   Randall M. Loyd
                                               Title:  Vice President

                                         DIVESTED LITCHFIELD PARK
                                         PROPERTIES, INC.,

                                            By /s/ RONALD J. CARR
                                               -------------------------------
                                               Name:   Ronald J. Carr
                                               Title:  Vice President

                                            By /s/ RANDALL M. LOYD
                                               -------------------------------
                                               Name:   Randall M. Loyd
                                               Title:  Vice President

                                       24


                                         GOODYEAR CANADA INC.,

                                            by /s/ J.S. COULTER
                                               ---------------------------
                                               Name:   J.S. Coulter
                                               Title:  President

                                            by /s/ D.S. HAMILTON
                                               ---------------------------
                                               Name:   D.S. Hamilton
                                               Title:  Secretary

                                         GOODYEAR FARMS, INC.,

                                            by /s/ DARREN R. WELLS
                                               ---------------------------
                                               Name:   Darren R. Wells
                                               Title:  Vice President

                                         GOODYEAR INTERNATIONAL
                                         CORPORATION,

                                            by /s/ DARREN R. WELLS
                                               ---------------------------
                                               Name:   Darren R. Wells
                                               Title:  Vice President

                                         GOODYEAR WESTERN HEMISPHERE
                                         CORPORATION,

                                            by /s/ DARREN R. WELLS
                                               ---------------------------
                                               Name:   Darren R. Wells
                                               Title:  Vice President

                                       25


                                         THE KELLY-SPRINGFIELD TIRE
                                         CORPORATION,

                                            by /s/ DARREN R. WELLS
                                               ---------------------------
                                               Name:   Darren R. Wells
                                               Title:  Vice President

                                         WHEEL ASSEMBLIES INC.,

                                            by /s/ DARREN R. WELLS
                                               ---------------------------
                                               Name:   Darren R. Wells
                                               Title:  Vice President

                                         WINGFOOT COMMERCIAL TIRE SYSTEMS, LLC,

                                            By /s/ DARREN R. WELLS
                                               ---------------------------
                                               Name:   Darren R. Wells
                                               Title:  Vice President

                                         WINGFOOT VENTURES EIGHT INC.,

                                            By /s/ RANDALL M. LOYD
                                               ---------------------------
                                               Name:   Randall M. Loyd
                                               Title:  Vice President

                                       26


Accepted and agreed as of the date first above
written:

Citigroup Global Markets Inc.
For itself and on behalf of the
several Purchasers listed
in Schedule I hereto.

by /s/ STEPHEN P. CUNNINGHAM
   ---------------------------
   Name:  Stephen P. Cunningham
   Title: Managing Director

                                       27


                                   SCHEDULE I



                                                  Principal Amount of
                                                   Securities to be
             Purchasers                                Purchased
             ----------                           -------------------
                                               
Citigroup Global Markets Inc...................      $ 84,000,000
BNP Paribas Securities Corp....................      $ 70,000,000
Credit Suisse First Boston LLC.................      $ 70,000,000
Goldman, Sachs & Co............................      $ 70,000,000
J. P. Morgan Securities Inc....................      $ 70,000,000
Calyon Securities (USA) Inc....................      $  9,000,000
Deutsche Bank Securities, Inc..................      $  9,000,000
Natexis Bleichroeder Inc.......................      $  9,000,000
KBC Financial Products USA, Inc................      $  9,000,000
                                                     ------------
Total..........................................      $400,000,000
                                                     ============




                                                                         ANNEX I

           Restrictions on Offers and Sales Outside the United States

      In connection with offers and sales of Securities outside the United
States:

      (a) Each Purchaser acknowledges that the Securities have not been
registered under the Securities Act and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons except
pursuant to an exemption from, or in transactions not subject to, the
registration requirements of the Securities Act.

      (b) Each Purchaser, severally and not jointly, represents, warrants and
agrees that:

            (i) Such Purchaser has offered and sold the Securities, and will
      offer and sell the Securities, (A) as part of their distribution at any
      time and (B) otherwise until 40 days after the later of the commencement
      of the offering of the Securities and the Closing Date, only in accordance
      with Regulation S or Rule 144A or any other available exemption from
      registration under the Securities Act.

            (ii) None of such Purchaser or any of its affiliates or any other
      person acting on its or their behalf has engaged or will engage in any
      directed selling efforts with respect to the Securities, and all such
      persons have complied and will comply with the offering restrictions
      requirement of Regulation S.

            (iii) At or prior to the confirmation of sale of any Securities sold
      in reliance on Regulation S, such Purchaser will have sent to each
      distributor, dealer or other person receiving a selling concession, fee or
      other remuneration that purchases Securities from it during the
      distribution compliance period a confirmation or notice to substantially
      the following effect:

            "The Securities covered hereby have not been registered under the
            U.S. Securities Act of 1933, as amended (the "SECURITIES ACT"), and
            may not be offered or sold within the United States or to, or for
            the account or benefit of, U.S. persons (i) as part of their
            distribution at any time or (ii) otherwise until 40 days after the
            later of the commencement of the offering of the Securities and the
            date of original issuance of the Securities, except in accordance
            with Regulation S or Rule 144A or any other available exemption from
            registration under the Securities Act. Terms used above have the
            meanings given to them by Regulation S."

            (iv) Such Purchaser has not and will not enter into any contractual
      arrangement with any distributor with respect to the distribution of the
      Securities, except with its affiliates or with the prior written consent
      of the Company.

Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in
this Agreement have the meanings given to them by Regulation S.



      (c) Each Purchaser, severally and not jointly, represents, warrants and
agrees that:

            (i) it has not offered or sold and, prior to the date six months
      after the Closing Date, will not offer or sell any Securities to persons
      in the United Kingdom except to persons whose ordinary activities involve
      them in acquiring, holding, managing or disposing of investments (as
      principal or agent) for the purposes of their businesses or otherwise in
      circumstances which have not resulted and will not result in an offer to
      the public in the United Kingdom within the meaning of the United Kingdom
      Public Offers of Securities Regulations 1995 (as amended);

            (ii) it has only communicated or caused to be communicated and will
      only communicate or cause to be communicated any invitation or inducement
      to engage in investment activity (within the meaning of Section 21 of the
      United Kingdom Financial Services and Markets Act 2000 (the "FSMA"))
      received by it in connection with the issue or sale of any Securities in
      circumstances in which Section 21(1) of the FSMA does not apply to the
      Company or the Subsidiary Guarantors;

            (iii) it has complied and will comply with all applicable provisions
      of the FSMA with respect to anything done by it in relation to the
      Securities in, from or otherwise involving the United Kingdom;

            (iv) it has not, directly or indirectly, offered or sold and will
      not, directly or indirectly, offer or sell in the Netherlands any notes
      with a denomination of less than EUR50,000 (or its foreign currency
      equivalent) other than to persons who trade or invest in securities in the
      conduct of a profession or business (which include banks, stockbrokers,
      insurance companies, pension funds, other institutional investors and
      finance companies and treasury departments of large enterprises) unless
      one of the other exemptions from or exceptions to the prohibition
      contained in Article 3 of the Dutch Securities Transactions Supervision
      Act 1995 (Wet toezicht effectenverkeer 1995) is applicable and the
      conditions attached to such exemption or exception are complied with; and

            (v) the securities have not been and will not be registered under
      the Securities and Exchange Law of Japan (the Securities and Exchange Law)
      and each Purchaser has agreed that it will not offer or sell any
      Securities, directly or indirectly, in Japan or to, or for the benefit of,
      any resident of Japan (which term as used herein means any person resident
      in Japan, including any corporation or other entity organized under the
      laws of Japan), or to others for re-offering or resale, directly or
      indirectly, in Japan or to a resident of Japan, except pursuant to an
      exemption from the registration requirements of, and otherwise in
      compliance with, the Securities and Exchange Law and any other applicable
      laws, regulations and ministerial guidelines of Japan.

            (vi) a prospectus has not been filed under applicable Canadian
      legislation (including the applicable securities legislation of the
      Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario
      and Quebec) in connection with the sale or distribution of the Notes and
      that it will not sell or otherwise distribute the Notes other than to
      purchasers who:

                                        2


      (A)   if in the Province of Quebec, is a "sophisticated purchaser" within
            the meaning of Section 44 of the Securities Act (Quebec), or is a
            "sophisticated purchaser" within the meaning of Section 45 of the
            Securities Act (Quebec) purchasing for the portfolio of a person
            managed solely by it, or is purchasing from a registered dealer with
            an unrestricted practice Notes with an aggregate acquisition cost to
            the purchaser of at least Cdn. $150,000;

      (B)   if in the Province of Alberta, British Columbia, Manitoba or
            Saskatchewan, is a person entitled to purchase the Notes without the
            benefit of a prospectus qualified under the applicable securities
            legislation because it meets one or more of the criteria for an
            "accredited investor" as defined in Multilateral Instrument 45-103;
            or

      (C)   if in the Province of Ontario, is a person entitled to purchase the
            Notes without the benefit of a prospectus qualified under Ontario
            securities legislation because it meets one or more of the criteria
            for an "accredited investor" under Ontario securities legislation;

      and, in each such case, any such sale will comply with the applicable
      securities legislation of the Province in which such Purchaser is located.

                                        3

EX-4.2

                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY

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

                       The Goodyear Tire & Rubber Company

                           9.00% Senior Notes due 2015

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

                                    INDENTURE

                            Dated as of June 23, 2005

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

                             Wells Fargo Bank, N.A.
                                     Trustee

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



                              CROSS-REFERENCE TABLE



      TIA                      Indenture
    Section                     Section
- -----------------------    -----------------
                        
310(a)(1)..............    7.10
     (a)(2)............    7.10
     (a)(3)............    N.A.
     (a)(4)............    N.A.
     (b)...............    7.08; 7.10
     (c)...............    N.A.
311(a).................    7.11
     (b)...............    7.11
     (c)...............    N.A.
312(a).................    2.05
     (b)...............    11.03
     (c)...............    11.03
313(a).................    7.06
     (b)(1)............    7.06
     (b)(2)............    7.06
     (c)...............    11.02
     (d)...............    7.06
314(a).................    4.02; 4.13; 11.02
     (b)...............    N.A.
     (c)(1)............    11.04
     (c)(2)............    11.04
     (c)(3)............    N.A.
     (d)...............    N.A.
     (e)...............    11.05
     (f)...............    4.14
315(a).................    7.01
     (b)...............    7.05; 11.02
     (c)...............    7.01
     (d)...............    7.01
     (e)...............    6.11
316(a)(last sentence)..    11.06
     (a)(1)(A).........    6.05
     (a)(1)(B).........    6.04
     (a)(2)............    N.A.
     (b)...............    6.07
317(a)(1)..............    6.08
     (a)(2)............    6.09
     (b)...............    2.04
318(a).................    11.01


                           N.A. means Not Applicable.

- -------------
Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of this Indenture.



                                TABLE OF CONTENTS



                                                                                                           Page
                                                                                                           ----
                                                                                                        
                                                   ARTICLE 1

                                  Definitions and Incorporation by Reference

SECTION 1.01.     Definitions.......................................................................         1
SECTION 1.02.     Other Definitions.................................................................        33
SECTION 1.03.     Incorporation by Reference of Trust Indenture Act.................................        33
SECTION 1.04.     Rules of Construction.............................................................        34

                                                   ARTICLE 2

                                                The Securities

SECTION 2.01.     Form and Dating...................................................................        35
SECTION 2.02.     Execution and Authentication......................................................        35
SECTION 2.03.     Registrar and Paying Agent........................................................        35
SECTION 2.04.     Paying Agent To Hold Money in Trust...............................................        36
SECTION 2.05.     Lists of Holders of Securities....................................................        37
SECTION 2.06.     Transfer and Exchange.............................................................        37
SECTION 2.07.     Replacement Securities............................................................        38
SECTION 2.08.     Outstanding Securities............................................................        38
SECTION 2.09.     Temporary Securities..............................................................        38
SECTION 2.10.     Cancellation......................................................................        39
SECTION 2.11.     Defaulted Interest................................................................        39
SECTION 2.12.     CUSIP Numbers and ISINs...........................................................        39
SECTION 2.13.     Issuance of Additional Securities.................................................        39

                                                   ARTICLE 3

                                                  Redemption

SECTION 3.01.     Notices to Trustee................................................................        40
SECTION 3.02.     Selection of Securities to Be Redeemed............................................        40
SECTION 3.03.     Notice of Redemption..............................................................        40
SECTION 3.04.     Effect of Notice of Redemption....................................................        41
SECTION 3.05.     Deposit of Redemption Price.......................................................        41
SECTION 3.06.     Securities Redeemed in Part.......................................................        42

                                                   ARTICLE 4

                                                   Covenants

SECTION 4.01.     Payment of Securities.............................................................        42
SECTION 4.02.     SEC Reports.......................................................................        42


                                       i


                                                                                                        
SECTION 4.03.     Limitation on Indebtedness........................................................        42
SECTION 4.04.     Limitation on Restricted Payments.................................................        46
SECTION 4.05.     Limitation on Restrictions on Distributions from Restricted Subsidiaries..........        49
SECTION 4.06.     Limitation on Sales of Assets and Subsidiary Stock................................        51
SECTION 4.07.     Limitation on Transactions with Affiliates........................................        55
SECTION 4.08.     Change of Control.................................................................        57
SECTION 4.09.     Limitation on Liens...............................................................        58
SECTION 4.10.     Limitation on Sale/Leaseback Transactions.........................................        58
SECTION 4.11.     Future Subsidiary Guarantors......................................................        59
SECTION 4.12.     Suspension of Certain Covenants...................................................        59
SECTION 4.13.     Compliance Certificate............................................................        60
SECTION 4.14.     Further Instruments and Acts......................................................        60

                                                   ARTICLE 5

                                               Successor Company

SECTION 5.01.     When Company May Merge or Transfer Assets.........................................        61

                                                   ARTICLE 6

                                             Defaults and Remedies

SECTION 6.01.     Events of Default.................................................................        62
SECTION 6.02.     Acceleration......................................................................        64
SECTION 6.03.     Other Remedies....................................................................        65
SECTION 6.04.     Waiver of Past Defaults...........................................................        65
SECTION 6.05.     Control by Majority...............................................................        65
SECTION 6.06.     Limitation on Suits...............................................................        65
SECTION 6.07.     Rights of Holders to Receive Payment..............................................        66
SECTION 6.08.     Collection Suit by Trustee........................................................        66
SECTION 6.09.     Trustee May File Proofs of Claim..................................................        66
SECTION 6.10.     Priorities........................................................................        66
SECTION 6.11.     Undertaking for Costs.............................................................        67
SECTION 6.12.     Waiver of Stay or Extension Laws..................................................        67

                                                   ARTICLE 7

                                                    Trustee

SECTION 7.01.     Duties of Trustee.................................................................        67
SECTION 7.02.     Rights of Trustee.................................................................        68
SECTION 7.03.     Individual Rights of Trustee......................................................        69
SECTION 7.04.     Trustee's Disclaimer..............................................................        69
SECTION 7.05.     Notice of Defaults................................................................        69
SECTION 7.06.     Reports by Trustee to Holders.....................................................        70



                                       ii


                                                                                                        
SECTION 7.07.     Compensation and Indemnity........................................................        70
SECTION 7.08.     Replacement of Trustee............................................................        71
SECTION 7.09.     Successor Trustee by Merger.......................................................        72
SECTION 7.10.     Eligibility; Disqualification.....................................................        72
SECTION 7.11.     Preferential Collection of Claims Against Company.................................        72

                                                   ARTICLE 8

                                      Discharge of Indenture; Defeasance

SECTION 8.01.     Discharge of Liability on Securities; Defeasance..................................        72
SECTION 8.02.     Conditions to Defeasance..........................................................        73
SECTION 8.03.     Application of Trust Money........................................................        74
SECTION 8.04.     Repayment to Company..............................................................        74
SECTION 8.05.     Indemnity for Government Obligations..............................................        75
SECTION 8.06.     Reinstatement.....................................................................        75

                                                   ARTICLE 9

                                                  Amendments

SECTION 9.01.     Without Consent of Holders........................................................        75
SECTION 9.02.     With Consent of Holders...........................................................        76
SECTION 9.03.     Compliance with Trust Indenture Act...............................................        77
SECTION 9.04.     Revocation and Effect of Consents and Waivers.....................................        77
SECTION 9.05.     Notation on or Exchange of Securities.............................................        77
SECTION 9.06.     Trustee To Sign Amendments........................................................        78
SECTION 9.07.     Payment for Consent...............................................................        78

                                                  ARTICLE 10

                                             Subsidiary Guarantees

SECTION 10.01.    Guarantees........................................................................        78
SECTION 10.02.    Limitation on Liability...........................................................        79
SECTION 10.03.    Successors and Assigns............................................................        79
SECTION 10.04.    No Waiver.........................................................................        80
SECTION 10.05.    Modification......................................................................        80
SECTION 10.06.    Release of Subsidiary Guarantor...................................................        80
SECTION 10.07.    Contribution......................................................................        81

                                                  ARTICLE 11

                                                 Miscellaneous

SECTION 11.01.    Trust Indenture Act Controls......................................................        81
SECTION 11.02.    Notices...........................................................................        81
SECTION 11.03.    Communication by Holders with Other Holders.......................................        82



                                      iii


                                                                                                        
SECTION 11.04.    Certificate and Opinion as to Conditions Precedent................................        82
SECTION 11.05.    Statements Required in Certificate or Opinion.....................................        82
SECTION 11.06.    When Securities Disregarded.......................................................        83
SECTION 11.07.    Rules by Trustee, Paying Agent and Registrar......................................        83
SECTION 11.08.    Legal Holidays....................................................................        83
SECTION 11.09.    Governing Law.....................................................................        83
SECTION 11.10.    No Recourse Against Others........................................................        83
SECTION 11.11.    Successors........................................................................        83
SECTION 11.12.    Multiple Originals................................................................        83
SECTION 11.13.    Table of Contents; Headings.......................................................        84

Appendix A

Exhibit 1  -      Form of Initial Security

Exhibit 2  -      Form of Exchange Security

Exhibit 3  -      Form of Supplemental Indenture



                                       iv


                        INDENTURE dated as of June 23, 2005, among The Goodyear
                  Tire & Rubber Company, an Ohio corporation (the "Company"),
                  the Subsidiary Guarantors listed on the signature pages hereto
                  and Wells Fargo Bank, N.A., a national banking association
                  (the "Trustee").

            Each party agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders of the Initial Securities
and, if and when issued pursuant to a registered exchange for Initial
Securities, the Exchange Securities:

                                   ARTICLE 1

                   Definitions and Incorporation by Reference

            SECTION 1.01. Definitions.

            "Additional Assets" means:

      (1)   any property or assets (other than Indebtedness and Capital Stock)
            to be used by the Company or a Restricted Subsidiary;

      (2)   the Capital Stock of a Person that becomes a Restricted Subsidiary
            as a result of the acquisition of such Capital Stock by the Company
            or another Restricted Subsidiary; or

      (3)   Capital Stock constituting a minority interest in any Person that at
            such time is a Restricted Subsidiary;

provided, however, that any such Restricted Subsidiary described in clauses (2)
or (3) above is primarily engaged in a Permitted Business.

            "Additional Securities" means Securities issued under this Indenture
after the Closing Date and in compliance with Sections 2.13, 4.03 and 4.09, it
being understood that any Securities issued in exchange for or replacement of
any Initial Security issued on the Closing Date shall not be an Additional
Security, including any such Securities issued pursuant to a Registration Rights
Agreement (as defined in Appendix A attached hereto).

            "Affiliate" of any specified Person means any other Person, directly
or indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any 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; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of Section 4.06 and Section 4.07 only, "Affiliate" shall also mean any
beneficial owner of shares representing 10% or more of the total voting power of
the Voting Stock (on a fully diluted basis) of the Company or of


                                                                               2
rights or warrants to purchase such Voting Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof.

            "Asset Disposition" means any sale, lease, transfer or other
disposition (or series of sales, leases, transfers or dispositions that are part
of a common plan) by the Company or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation, or similar transaction (each
referred to for the purposes of this definition as a "disposition"), of:

      (1)   any shares of Capital Stock of a Restricted Subsidiary (other than
            directors' qualifying shares or shares required by applicable law to
            be held by a Person other than the Company or a Restricted
            Subsidiary),

      (2)   all or substantially all the assets of any division or line of
            business of the Company or any Restricted Subsidiary, or

      (3)   any other assets of the Company or any Restricted Subsidiary outside
            of the ordinary course of business of the Company or such Restricted
            Subsidiary;

      other than, in the case of clauses (1), (2) and (3) above,

            (A)   a disposition by a Restricted Subsidiary to the Company or by
                  the Company or a Restricted Subsidiary to a Restricted
                  Subsidiary,

            (B)   for purposes of Section 4.06 only, a disposition subject to
                  Section 4.04,

            (C)   a disposition of assets with a Fair Market Value of less than
                  $5,000,000,

            (D)   a sale of accounts receivable and related assets of the type
                  specified in the definition of "Qualified Receivables
                  Transaction" to a Receivables Entity,

            (E)   a transfer of accounts receivable and related assets of the
                  type specified in the definition of "Qualified Receivables
                  Transaction" (or a fractional undivided interest therein) by a
                  Receivables Entity in a Qualified Receivables Transaction, and

            (F)   a disposition of all or substantially all the Company's assets
                  (as determined on a Consolidated basis) in accordance with
                  Section 5.01.

            "Attributable Debt" means, with respect to any Sale/Leaseback
Transaction that does not result in a Capitalized Lease Obligation, the present
value (computed in accordance with GAAP) of the total obligations of the lessee
for rental


                                                                               3

payments during the remaining term of the lease included in such Sale/Leaseback
Transaction (including any period for which such lease has been extended). In
the case of any lease which is terminable by the lessee upon payment of a
penalty, the Attributable Debt shall be the lesser of (i) the Attributable Debt
determined assuming termination upon the first date such lease may be terminated
(in which case the Attributable Debt shall also include the amount of the
penalty, but no rent shall be considered as required to be paid under such lease
subsequent to the first date upon which it may be so terminated) and (ii) the
Attributable Debt determined assuming no such termination.

            "Average Life" means, as of the date of determination, with respect
to any Indebtedness or Preferred Stock, the quotient obtained by dividing:

      (1)   the sum of the products of the number of years from the date of
            determination to the dates of each successive scheduled principal
            payment of such Indebtedness or scheduled redemption or similar
            payment with respect to such Preferred Stock multiplied by the
            amount of such payment by

      (2)   the sum of all such payments.

            "Bank Indebtedness" means all obligations under the U.S. Bank
Indebtedness and European Bank Indebtedness.

            "Board of Directors" means the board of directors of the Company or
any committee thereof duly authorized to act on behalf of the board of directors
of the Company.

            "Business Day" means each day which is not a Legal Holiday.

            "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

            "Capitalized Lease Obligations" means an obligation that is required
to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP.

            "Change of Control" means the occurrence of any of the following
events:

      (1)   any "person" (as such term is used in Sections 13(d) and 14(d) of
            the Exchange Act) becomes the beneficial owner (as defined in Rules
            13d-3 and 13d-5 under the Exchange Act, except that for purposes of
            this clause (1) such person shall be deemed to have "beneficial
            ownership" of all shares that any such person has the right to
            acquire, whether such right is exercisable immediately or only after
            the passage of time), directly or


                                                                               4

            indirectly, of more than 50% of the total voting power of the Voting
            Stock of the Company;

      (2)   during any period of two consecutive years, individuals who at the
            beginning of such period constituted the board of directors of the
            Company (together with any new directors whose election by such
            board of directors of the Company or whose nomination for election
            by the shareholders of the Company was approved by a vote of a
            majority of the directors of the Company then still in office who
            were either directors at the beginning of such period or whose
            election or nomination for election was previously so approved)
            cease for any reason to constitute a majority of the board of
            directors of the Company then in office;

      (3)   the adoption of a plan relating to the liquidation or dissolution of
            the Company; or

      (4)   the merger or consolidation of the Company with or into another
            Person or the merger of another Person with or into the Company, or
            the sale of all or substantially all the assets of the Company (as
            determined on a Consolidated basis) to another Person, and, in the
            case of any such merger or consolidation, the securities of the
            Company that are outstanding immediately prior to such transaction
            and which represent 100% of the aggregate voting power of the Voting
            Stock of the Company are changed into or exchanged for cash,
            securities or property, unless pursuant to such transaction such
            securities are changed into or exchanged for, in addition to any
            other consideration, securities of the surviving Person or
            transferee that represent immediately after such transaction, at
            least a majority of the aggregate voting power of the Voting Stock
            of the surviving Person or transferee.

            "Closing Date" means June 23, 2005.

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

            "Company" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the TIA, each other obligor on
the indenture securities.

            "Consolidated Coverage Ratio" as of any date of determination means
the ratio of:

      (1)   the aggregate amount of EBITDA for the period of the most recent
            four consecutive fiscal quarters ending prior to the date of such
            determination for which financial statements have been filed with
            the SEC to

      (2)   Consolidated Interest Expense for such four fiscal quarters;


                                                                               5

provided, however, that:

            (A)   if the Company or any Restricted Subsidiary has Incurred any
                  Indebtedness since the beginning of such period that remains
                  outstanding on such date of determination or if the
                  transaction giving rise to the need to calculate the
                  Consolidated Coverage Ratio is an Incurrence of Indebtedness,
                  EBITDA and Consolidated Interest Expense for such period shall
                  be calculated after giving effect on a pro forma basis to such
                  Indebtedness as if such Indebtedness had been Incurred on the
                  first day of such period and the discharge of any other
                  Indebtedness repaid, repurchased, defeased or otherwise
                  discharged with the proceeds of such new Indebtedness as if
                  such discharge had occurred on the first day of such period,

            (B)   if the Company or any Restricted Subsidiary has repaid,
                  repurchased, defeased or otherwise discharged any Indebtedness
                  since the beginning of such period or if any Indebtedness is
                  to be repaid, repurchased, defeased or otherwise discharged
                  (in each case other than Indebtedness Incurred under any
                  revolving credit facility unless such Indebtedness has been
                  permanently repaid and has not been replaced) on the date of
                  the transaction giving rise to the need to calculate the
                  Consolidated Coverage Ratio, EBITDA and Consolidated Interest
                  Expense for such period shall be calculated on a pro forma
                  basis as if such discharge had occurred on the first day of
                  such period and as if the Company or such Restricted
                  Subsidiary had not earned the interest income actually earned
                  during such period in respect of cash or Temporary Cash
                  Investments used to repay, repurchase, defease or otherwise
                  discharge such Indebtedness,

            (C)   if since the beginning of such period the Company or any
                  Restricted Subsidiary shall have made any Asset Disposition,
                  the EBITDA for such period shall be reduced by an amount equal
                  to the EBITDA (if positive) directly attributable to the
                  assets that are the subject of such Asset Disposition for such
                  period or increased by an amount equal to the EBITDA (if
                  negative) directly attributable thereto for such period and
                  Consolidated Interest Expense for such period shall be reduced
                  by an amount equal to the Consolidated Interest Expense
                  directly attributable to any Indebtedness of the Company or
                  any Restricted Subsidiary repaid, repurchased, defeased or
                  otherwise discharged with respect to the Company and its
                  Restricted Subsidiaries in


                                                                               6

                  connection with such Asset Disposition for such period (or, if
                  the Capital Stock of any Restricted Subsidiary is sold, the
                  Consolidated Interest Expense for such period directly
                  attributable to the Indebtedness of such Restricted Subsidiary
                  to the extent the Company and its continuing Restricted
                  Subsidiaries are no longer liable for such Indebtedness after
                  such sale),

            (D)   if since the beginning of such period the Company or any
                  Restricted Subsidiary (by merger or otherwise) shall have made
                  an Investment in any Restricted Subsidiary (or any Person that
                  becomes a Restricted Subsidiary) or an acquisition of assets,
                  including any acquisition of assets occurring in connection
                  with a transaction causing a calculation to be made hereunder,
                  which constitutes all or substantially all of an operating
                  unit, division or line of a business, EBITDA and Consolidated
                  Interest Expense for such period shall be calculated after
                  giving pro forma effect thereto (including the Incurrence of
                  any Indebtedness) as if such Investment or acquisition
                  occurred on the first day of such period, and

            (E)   if since the beginning of such period any Person that
                  subsequently became a Restricted Subsidiary or was merged with
                  or into the Company or any Restricted Subsidiary since the
                  beginning of such period shall have made any Asset Disposition
                  or any Investment or acquisition of assets that would have
                  required an adjustment pursuant to clause (C) or (D) above if
                  made by the Company or a Restricted Subsidiary during such
                  period, EBITDA and Consolidated Interest Expense for such
                  period shall be calculated after giving pro forma effect
                  thereto as if such Asset Disposition, Investment or
                  acquisition of assets occurred on the first day of such
                  period.

For purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, Asset Disposition or other Investment, the amount of
income, EBITDA or earnings relating thereto and the amount of Consolidated
Interest Expense associated with any Indebtedness Incurred in connection
therewith, the pro forma calculations shall be determined in good faith by a
responsible Financial Officer of the Company and shall comply with the
requirements of Rule 11-02 of Regulation S-X, as it may be amended or replaced
from time to time, promulgated by the SEC.

If any Indebtedness bears a floating rate of interest and is being given pro
forma effect, the interest expense on such Indebtedness shall be calculated as
if the rate in effect on the date of determination had been the applicable rate
for the entire period (taking into


                                                                               7

account any Interest Rate Agreement applicable to such Indebtedness if such
Interest Rate Agreement has a remaining term as at the date of determination in
excess of 12 months). If any Indebtedness is Incurred or repaid under a
revolving credit facility and is being given pro forma effect, the interest on
such Indebtedness shall be calculated based on the average daily balance of such
Indebtedness for the four fiscal quarters subject to the pro forma calculation.

            "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its Consolidated Restricted Subsidiaries,
plus, to the extent Incurred by the Company and its Consolidated Restricted
Subsidiaries in such period but not included in such interest expense, without
duplication:

      (1)   interest expense attributable to Capitalized Lease Obligations and
            the interest expense attributable to leases constituting part of a
            Sale/Leaseback Transaction that does not result in a Capitalized
            Lease Obligation,

      (2)   amortization of debt discount and debt issuance costs,

      (3)   capitalized interest,

      (4)   noncash interest expense,

      (5)   commissions, discounts and other fees and charges attributable to
            letters of credit and bankers' acceptance financing,

      (6)   interest accruing on any Indebtedness of any other Person to the
            extent such Indebtedness is Guaranteed by (or secured by the assets
            of) the Company or any Restricted Subsidiary and such Indebtedness
            is in default under its terms or any payment is actually made in
            respect of such Guarantee,

      (7)   net payments made pursuant to Hedging Obligations (including
            amortization of fees),

      (8)   dividends paid in cash or Disqualified Stock in respect of (A) all
            Preferred Stock of Restricted Subsidiaries and (B) all Disqualified
            Stock of the Company, in each case held by Persons other than the
            Company or a Restricted Subsidiary,

      (9)   interest Incurred in connection with investments in discontinued
            operations, and

      (10)  the cash contributions to any employee stock ownership plan or
            similar trust to the extent such contributions are used by such plan
            or trust to pay interest or fees to any Person (other than the
            Company) in connection with Indebtedness Incurred by such plan or
            trust,


                                                                               8

and less, to the extent included in such total interest expense, (A) any
breakage costs of Hedging Obligations terminated in connection with the offering
of the Securities on the Closing Date and the application of the net proceeds
therefrom and (B) the amortization during such period of capitalized financing
costs; provided, however, that for any financing consummated after the Closing
Date, the aggregate amount of amortization relating to any such capitalized
financing costs deducted in calculating Consolidated Interest Expense shall not
exceed 5% of the aggregate amount of the financing giving rise to such
capitalized financing costs.

            "Consolidated Net Income" means, for any period, the net income of
the Company and its Consolidated Subsidiaries for such period; provided,
however, that there shall not be included in such Consolidated Net Income:

      (1)   any net income of any Person (other than the Company) if such Person
            is not a Restricted Subsidiary, except that:

            (A)   subject to the limitations contained in clause (4) below, the
                  Company's equity in the net income of any such Person for such
                  period shall be included in such Consolidated Net Income up to
                  the aggregate amount of cash actually distributed by such
                  Person during such period to the Company or a Restricted
                  Subsidiary as a dividend or other distribution (subject, in
                  the case of a dividend or other distribution made to a
                  Restricted Subsidiary, to the limitations contained in clause
                  (3) below) and

            (B)   the Company's equity in a net loss of any such Person for such
                  period shall be included in determining such Consolidated Net
                  Income to the extent such loss has been funded with cash from
                  the Company or a Restricted Subsidiary;

      (2)   any net income (or loss) of any Person acquired by the Company or a
            Subsidiary of the Company in a pooling of interests transaction for
            any period prior to the date of such acquisition;

      (3)   any net income of any Restricted Subsidiary if such Restricted
            Subsidiary is subject to restrictions on the payment of dividends or
            the making of distributions by such Restricted Subsidiary, directly
            or indirectly, to the Company (but, in the case of any Foreign
            Subsidiary, only to the extent cash equal to such net income (or a
            portion thereof) for such period is not readily procurable by the
            Company from such Foreign Subsidiary (with the amount of cash
            readily procurable from such Foreign Subsidiary being determined in
            good faith by a Financial Officer of the Company) pursuant to
            intercompany loans, repurchases of Capital Stock or otherwise),
            except that:

            (A)   subject to the limitations contained in clause (4) below, the
                  Company's equity in the net income of any such Restricted


                                                                               9

                  Subsidiary for such period shall be included in such
                  Consolidated Net Income up to the aggregate amount of cash
                  actually distributed by such Restricted Subsidiary during such
                  period to the Company or another Restricted Subsidiary as a
                  dividend or other distribution (subject, in the case of a
                  dividend or other distribution made to another Restricted
                  Subsidiary, to the limitation contained in this clause) and

            (B)   the net loss of any such Restricted Subsidiary for such period
                  shall not be excluded in determining such Consolidated Net
                  Income;

      (4)   any gain (or loss) realized upon the sale or other disposition of
            any asset of the Company or its Consolidated Subsidiaries (including
            pursuant to any Sale/Leaseback Transaction) that is not sold or
            otherwise disposed of in the ordinary course of business and any
            gain (or loss) realized upon the sale or other disposition of any
            Capital Stock of any Person;

      (5)   any extraordinary gain or loss; and

      (6)   the cumulative effect of a change in accounting principles.

Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall
be excluded from Consolidated Net Income any dividends, repayments of loans or
advances or other transfers of assets from Unrestricted Subsidiaries to the
Company or a Restricted Subsidiary to the extent such dividends, repayments or
transfers increase the amount of Restricted Payments permitted under Section
4.04(a)(3)(iv).

            "Consolidation" means, unless the context otherwise requires, the
consolidation of (1) in the case of the Company, the accounts of each of the
Restricted Subsidiaries with those of the Company and (2) in the case of a
Restricted Subsidiary, the accounts of each Subsidiary of such Restricted
Subsidiary that is a Restricted Subsidiary with those of such Restricted
Subsidiary, in each case in accordance with GAAP consistently applied; provided,
however, that "Consolidation" will not include consolidation of the accounts of
any Unrestricted Subsidiary, but the interest of the Company or any Restricted
Subsidiary in an Unrestricted Subsidiary will be accounted for as an investment.
The term "Consolidated" has a correlative meaning.

            "Credit Agreements" means the U.S. Credit Agreements and the
European Credit Agreement.

            "Currency Agreement" means with respect to any Person any foreign
exchange contract, currency swap agreements or other similar agreement or
arrangement to which such Person is a party or of which it is a beneficiary.

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


                                                                              10

            "Designated Noncash Consideration" means noncash consideration
received by the Company or one of its Restricted Subsidiaries in connection with
an Asset Sale that is designated by the Company as Designated Noncash
Consideration, less the amount of cash or cash equivalents received in
connection with a subsequent sale of such Designated Noncash Consideration,
which cash and cash equivalents shall be considered Net Available Cash received
as of such date and shall be applied pursuant to Section 4.06.

            "Disqualified Stock" means, with respect to any Person, any Capital
Stock which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable or exercisable) or upon the
happening of any event:

      (1)   matures or is mandatorily redeemable pursuant to a sinking fund
            obligation or otherwise,

      (2)   is convertible or exchangeable for Indebtedness or Disqualified
            Stock (excluding Capital Stock convertible or exchangeable solely at
            the option of the Company or a Restricted Subsidiary; provided,
            however, that any such conversion or exchange shall be deemed an
            Incurrence of Indebtedness or Disqualified Stock, as applicable) or

      (3)   is redeemable at the option of the holder thereof, in whole or in
            part,

in the case of each of clauses (1), (2) and (3), on or prior to 180 days after
the Stated Maturity of any series of the Securities; provided, however, that any
Capital Stock that would not constitute Disqualified Stock but for provisions
thereof giving holders thereof the right to require such Person to repurchase or
redeem such Capital Stock upon the occurrence of an "asset sale" or "change of
control" occurring prior to the first anniversary of the Stated Maturity of any
series of the Securities shall not constitute Disqualified Stock if the "asset
sale" or "change of control" provisions applicable to such Capital Stock are not
more favorable in any material respect to the holders of such Capital Stock than
the provisions of Section 4.06 and Section 4.08; provided further, however, that
if such Capital Stock is issued to any employee or to any plan for the benefit
of employees of the Company or its Subsidiaries or by any such plan to such
employees, such Capital Stock shall not constitute Disqualified Stock solely
because it may be required to be repurchased by the Company in order to satisfy
applicable statutory or regulatory obligations or as a result of such employee's
termination, death or disability.

The amount of any Disqualified Stock that does not have a fixed redemption,
repayment or repurchase price will be calculated in accordance with the terms of
such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or
repurchased on any date on which the amount of such Disqualified Stock is to be
determined pursuant to this Indenture; provided, however, that if such
Disqualified Stock could not be required to be redeemed, repaid or repurchased
at the time of such determination, the redemption, repayment or repurchase price
will be the book value of such Disqualified Stock as reflected in the most
recent financial statements of such Person.


                                                                              11

            "EBITDA" for any period means the Consolidated Net Income for such
period, plus, without duplication, the following to the extent deducted in
calculating such Consolidated Net Income:

      (1)   income tax expense of the Company and its Consolidated Restricted
            Subsidiaries,

      (2)   Consolidated Interest Expense,

      (3)   depreciation expense of the Company and its Consolidated Restricted
            Subsidiaries,

      (4)   amortization expense of the Company and its Consolidated Restricted
            Subsidiaries (excluding amortization expense attributable to a
            prepaid cash item that was paid in a prior period),

      (5)   all other noncash charges of the Company and its Consolidated
            Restricted Subsidiaries (excluding any such noncash charge to the
            extent it represents an accrual of or reserve for cash expenditures
            in any future period) less all noncash items of income of the
            Company and its Restricted Subsidiary in each case for such period
            (other than normal accruals in the ordinary course of business), and

      (6)   cash and non-cash charges reflected on the Consolidated financial
            statements of the Company and its Consolidated Restricted
            Subsidiaries for any period ending prior to January 1, 2004, related
            to (i) anticipated liabilities relating to the pending Entran II
            claims described in the Company's Quarterly Report on Form 10-Q for
            the quarterly period ended September 30, 2003, filed with the SEC on
            November 19, 2003, and (ii) rationalization actions designed to
            reduce capacity, eliminate redundancies and reduce costs.

Notwithstanding the foregoing, the provision for taxes based on the income or
profits of, and the depreciation and amortization and noncash charges of, a
Restricted Subsidiary of the Company shall be added to Consolidated Net Income
to compute EBITDA only to the extent (and in the same proportion) that the net
income of such Restricted Subsidiary was included in calculating Consolidated
Net Income and only if (A) a corresponding amount would be permitted at the date
of determination to be dividended to the Company by such Restricted Subsidiary
without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to such Restricted
Subsidiary or its shareholders or (B) in the case of any Foreign Subsidiary, a
corresponding amount of cash is readily procurable by the Company from such
Foreign Subsidiary (as determined in good faith by a Financial Officer of the
Company) pursuant to intercompany loans, repurchases of Capital Stock or
otherwise, provided that to the extent cash of such Foreign Subsidiary provided
the basis for including the net income of such Foreign Subsidiary in
Consolidated Net Income pursuant to clause (3) of the definition of


                                                                              12

"Consolidated Net Income," such cash shall not be taken into account for the
purposes of determining readily procurable cash under this clause (B).

            "Equity Offering" means a public or private offering of Capital
Stock (other than Disqualified Stock) of the Company.

            "Euro Equivalent" means with respect to any monetary amount in a
currency other than euros, at any time of determination thereof, the amount of
euros obtained by converting such foreign currency involved in such computation
into euros at the spot rate for the purchase of euros with the applicable
foreign currency as published in The Wall Street Journal in the "Exchange Rates"
column under the heading "Currency Trading" on the date two Business Days prior
to such determination. Except as described in Section 4.03, whenever it is
necessary to determine whether the Company has complied with any covenant in
this Indenture or a Default has occurred and an amount is expressed in a
currency other than euros, such amount will be treated as the Euro Equivalent
determined as of the date such amount is initially determined in such currency.

            "European Bank Indebtedness" means any and all amounts payable under
or in respect of the European Credit Agreement and any Refinancing Indebtedness
with respect thereto or with respect to such Refinancing Indebtedness, as
amended from time to time, including principal, premium (if any), interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-filing interest is allowed in such proceedings), fees, charges,
expenses, reimbursement obligations and all other amounts payable thereunder or
in respect thereof.

            "European Credit Agreement" means the European Amended and Restated
Term Loan and Revolving Credit Agreement, dated as April 8, 2005, among the
Company, Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany GMBH,
Goodyear GMBH & Co. KG, Dunlop GMBH & Co. KG and Goodyear Luxembourg Tires S.A.,
the Lenders party thereto, J.P. Morgan Europe Limited, as Administrative Agent,
JPMorgan Chase Bank, N.A., as Collateral Agent, the Mandated Lead Arrangers
therein, J.P. Morgan PLC, as Joint Bookrunner and Mandated Lead Arranger and BNP
Paribas, as Joint Bookrunner and Mandated Lead Arranger, as amended, restated,
supplemented, waived, replaced (whether or not upon termination, and whether
with the original lenders or otherwise), refinanced, restructured or otherwise
modified from time to time (except to the extent that any such amendment,
restatement, supplement, waiver, replacement, refinancing, restructuring or
other modification thereto would be prohibited by the terms of the Indenture,
unless otherwise agreed to by the Holders of at least a majority in aggregate
principal amount of Notes at the time outstanding).

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

            "Fair Market Value" means, with respect to any asset or property,
the price which could be negotiated in an arm's-length, free market transaction,
for cash,


                                                                              13

between a willing seller and a willing and able buyer, neither of whom is under
undue pressure or compulsion to complete the transaction as such price is,
unless specified otherwise in this Indenture, determined in good faith by a
Financial Officer of the Company or by the Board of Directors. Fair Market Value
(other than of any asset with a public trading market) of any asset or property
(or group of assets or property subject to an event giving rise to a requirement
under this Indenture that "Fair Market Value" be determined) in excess of
$25,000,000 shall be determined by the Board of Directors or a duly authorized
committee thereof.

            "Financial Officer" means the Chief Financial Officer, the Treasurer
or the Chief Accounting Officer of the Company.

            "Foreign Subsidiary" means any Restricted Subsidiary of the Company
that is not organized under the laws of the United States of America or any
State thereof or the District of Columbia, other than Goodyear Canada.

            "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Closing Date set forth in:

      (1)   the opinions and pronouncements of the Accounting Principles Board
            of the American Institute of Certified Public Accountants,

      (2)   statements and pronouncements of the Financial Accounting Standards
            Board,

      (3)   such other statements by such other entities as approved by a
            significant segment of the accounting profession, and

      (4)   the rules and regulations of the SEC governing the inclusion of
            financial statements (including pro forma financial statements) in
            periodic reports required to be filed pursuant to Section 13 of the
            Exchange Act, including opinions and pronouncements in staff
            accounting bulletins and similar written statements from the
            accounting staff of the SEC.

All ratios and computations based on GAAP contained in this Indenture shall be
computed in conformity with GAAP.

            "Goodyear Canada" means Goodyear Canada Inc., an Ontario
corporation, and its successors and permitted assigns.

            "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and any obligation, direct or indirect, contingent or otherwise, of such Person:

      (1)   to purchase or pay (or advance or supply funds for the purchase or
            payment of) such Indebtedness of such other Person (whether arising
            by virtue of partnership arrangements, or by agreement to keep-well,
            to


                                                                              14

            purchase assets, goods, securities or services, to take-or-pay, or
            to maintain financial statement conditions or otherwise) or

      (2)   entered into for purposes of assuring in any other manner the
            obligee of such Indebtedness of the payment thereof or to protect
            such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning. The term "Guarantor" shall mean any
Person Guaranteeing any obligation.

            "Guaranteed Obligations" means the principal and interest on the
Securities when due, whether at Stated Maturity, by acceleration or otherwise,
and all other obligations, monetary or otherwise, of the Company under this
Indenture and the Securities (including expenses and indemnification).

            "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement, Currency Agreement or Raw
Materials Hedge Agreement.

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

            "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Person at the time it becomes a Subsidiary. The term "Incurrence" when used as a
noun shall have a correlative meaning. The accretion of principal of a
non-interest bearing or other discount security shall not be deemed the
Incurrence of Indebtedness.

            "Indebtedness" means, with respect to any Person on any date of
determination, without duplication:

      (1)   the principal of and premium (if any) in respect of indebtedness of
            such Person for borrowed money;

      (2)   the principal of and premium (if any) in respect of obligations of
            such Person evidenced by bonds, debentures, notes or other similar
            instruments;

      (3)   all obligations of such Person for the reimbursement of any obligor
            on any letter of credit, bankers' acceptance or similar credit
            transaction (other than obligations with respect to letters of
            credit securing obligations (other than obligations described in
            clauses (1), (2) and (5)) entered into in the ordinary course of
            business of such Person to the extent such letters of credit are not
            drawn upon or, if and to the extent drawn upon, such


                                                                              15

            drawing is reimbursed no later than the tenth Business Day following
            payment on the letter of credit);

      (4)   all obligations of such Person to pay the deferred and unpaid
            purchase price of property or services (except Trade Payables),
            which purchase price is due more than six months after the date of
            placing such property in service or taking delivery and title
            thereto or the completion of such services;

      (5)   all Capitalized Lease Obligations and all Attributable Debt of such
            Person;

      (6)   the amount of all obligations of such Person with respect to the
            redemption, repayment or other repurchase of any Disqualified Stock
            or, with respect to any Subsidiary of such Person, any Preferred
            Stock (but excluding, in each case, any accrued and unpaid
            dividends);

      (7)   all Indebtedness of other Persons secured by a Lien on any asset of
            such Person, whether or not such Indebtedness is assumed by such
            Person; provided, however, that the amount of Indebtedness of such
            Person shall be the lesser of:

            (A)   the Fair Market Value of such asset at such date of
                  determination and

            (B)   the amount of such Indebtedness of such other Persons;

      (8)   Hedging Obligations of such Person; and

      (9)   all obligations of the type referred to in clauses (1) through (8)
            of other Persons for the payment of which such Person is responsible
            or liable, directly or indirectly, as obligor, guarantor or
            otherwise, including by means of any Guarantee.

Notwithstanding the foregoing, in connection with the purchase by the Company or
any Restricted Subsidiary of any business, the term "Indebtedness" shall exclude
post-closing payment adjustments to which the seller may become entitled to the
extent such payment is determined by a final closing balance sheet or such
payment depends on the performance of such business after the closing; provided,
however, that, at the time of closing, the amount of any such payment is not
determinable and, to the extent such payment thereafter becomes fixed and
determined, the amount is paid within 30 days thereafter.

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above;
provided, however, that in the case of Indebtedness sold at a discount, the
amount of such Indebtedness at any time will be the accreted value thereof at
such time.


                                                                              16

            "Indenture" means this Indenture as amended or supplemented from
time to time.

            "Interest Rate Agreement" means, with respect to any Person, any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement to which such Person is party or of which
it is a beneficiary.

            "Investment" in any Person means any direct or indirect advance,
loan or other extension of credit (including by way of Guarantee or similar
arrangement) or capital contribution to (by means of any transfer of cash or
other property to others or any payment for property or services for the account
or use of others), or any purchase or acquisition of Capital Stock, Indebtedness
or other similar instruments issued by, such Person. For purposes of the
definition of "Unrestricted Subsidiary" and Section 4.04:

      (1)   "Investment" shall include the portion (proportionate to the
            Company's equity interest in such Subsidiary) of the Fair Market
            Value of the net assets of any Subsidiary of the Company at the time
            that such Subsidiary is designated an Unrestricted Subsidiary;
            provided, however, that upon a redesignation of such Subsidiary as a
            Restricted Subsidiary, the Company shall be deemed to continue to
            have a permanent "Investment" in an Unrestricted Subsidiary in an
            amount (if positive) equal to:

            (A)   the Company's "Investment" in such Subsidiary at the time of
                  such redesignation less

            (B)   the portion (proportionate to the Company's equity interest in
                  such Subsidiary) of the Fair Market Value of the net assets of
                  such Subsidiary at the time of such redesignation; and

      (2)   any property transferred to or from an Unrestricted Subsidiary shall
            be valued at its Fair Market Value at the time of such transfer.

In the event that the Company sells Capital Stock of a Restricted Subsidiary
such that after giving effect to such sale, such Restricted Subsidiary would no
longer constitute a Restricted Subsidiary, any Investment in such Person
remaining after giving effect to such sale shall be deemed to constitute an
Investment made on the date of such sale of Capital Stock.

            "Investment Grade Rating" means a rating equal to or higher than
Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by Standard and
Poor's, or an equivalent rating by any other Rating Agency.

            "Legal Holiday" means a Saturday, Sunday or other day on which
banking institutions are not required by law or regulation to be open in the
State of New York.


                                                                              17

            "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge in the nature of an encumbrance of any kind (including any
conditional sale or other title retention agreement or lease in the nature
thereof).

            "Moody's" means Moody's Investors Service, Inc. and any successor to
its rating business.

            "Net Available Cash" 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 and proceeds
from the sale or other disposition of any securities received as consideration,
in each case only as and when received, but excluding any other consideration
received in the form of assumption by the acquiring Person of Indebtedness or
other obligations relating to the properties or assets that are the subject of
such Asset Disposition or received in any other noncash form) therefrom, in each
case net of:

      (1)   all legal, accounting, investment banking, title and recording tax
            expenses, commissions and other fees and expenses incurred, and all
            Federal, state, provincial, foreign and local taxes required to be
            paid or accrued as a liability under GAAP, as a consequence of such
            Asset Disposition,

      (2)   all payments made on any Indebtedness which is secured by any assets
            subject to such Asset Disposition, in accordance with the terms of
            any Lien upon or other security agreement of any kind with respect
            to such assets, or which must by its terms, or in order to obtain a
            necessary consent to such Asset Disposition, or by applicable law be
            repaid out of the proceeds from such Asset Disposition,

      (3)   all distributions and other payments required to be made to minority
            interest holders in Subsidiaries or joint ventures as a result of
            such Asset Disposition and

      (4)   appropriate amounts to be provided by the seller as a reserve, in
            accordance with GAAP, against any liabilities associated with the
            property or other assets disposed of in such Asset Disposition and
            retained by the Company or any Restricted Subsidiary after such
            Asset Disposition (but only for so long as such reserve is
            maintained).

            "Net Cash Proceeds", with respect to any issuance or sale of Capital
Stock, means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, listing fees,
discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

            "Obligations" means with respect to any Indebtedness, all
obligations for principal, premium, interest, penalties, fees, indemnifications,
reimbursements, and other amounts payable pursuant to the documentation
governing such Indebtedness.


                                                                              18

            "Officer" means the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the President, any Vice President, the
Treasurer or the Secretary of the Company. "Officer" of a Subsidiary Guarantor
has a correlative meaning.

            "Officers' Certificate" means a certificate signed by two Officers.

            "Opinion of Counsel" means a written opinion from legal counsel who
is acceptable to the Trustee. The counsel may be an employee of or counsel to
the Company, a Subsidiary Guarantor or the Trustee.

            "Permitted Business" means any business engaged in by the Company or
any Restricted Subsidiary on the Closing Date and any Related Business.

            "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in:

      (1)   the Company, a Restricted Subsidiary or a Person that will, upon the
            making of such Investment, become a Restricted Subsidiary;

      (2)   another Person if as a result of such Investment such other Person
            is merged or consolidated with or into, or transfers or conveys all
            or substantially all its assets to, the Company or a Restricted
            Subsidiary;

      (3)   Temporary Cash Investments;

      (4)   receivables owing to the Company or any Restricted Subsidiary if
            created or acquired in the ordinary course of business and payable
            or dischargeable in accordance with customary trade terms; provided,
            however, that such trade terms may include such concessionary trade
            terms as the Company or any such Restricted Subsidiary deems
            reasonable under the circumstances;

      (5)   payroll, travel and similar advances to cover matters that are
            expected at the time of such advances ultimately to be treated as
            expenses for accounting purposes and that are made in the ordinary
            course of business;

      (6)   loans or advances to employees made in the ordinary course of
            business of the Company or such Restricted Subsidiary;

      (7)   stock, obligations or securities received in settlement of disputes
            with customers or suppliers or debts (including pursuant to any plan
            of reorganization or similar arrangement upon insolvency of a
            debtor) created in the ordinary course of business and owing to the
            Company or any Restricted Subsidiary or in satisfaction of
            judgments;


                                                                              19

      (8)   any Person to the extent such Investment represents the noncash
            portion of the consideration received for an Asset Disposition that
            was made pursuant to and in compliance with Section 4.06;

      (9)   a Receivables Entity or any Investment by a Receivables Entity in
            any other Person in connection with a Qualified Receivables
            Transaction, including Investments of funds held in accounts
            permitted or required by the arrangements governing such Qualified
            Receivables Transaction or any related Indebtedness; provided,
            however, that any Investment in a Receivables Entity is in the form
            of a Purchase Money Note, contribution of additional receivables or
            an equity interest;

      (10)  any Person to the extent such Investments consist of prepaid
            expenses, negotiable instruments held for collection and lease,
            utility and workers' compensation, performance and other similar
            deposits made in the ordinary course of business by the Company or
            any Restricted Subsidiary;

      (11)  any Person to the extent such Investments consist of Hedging
            Obligations otherwise permitted under Section 4.03;

      (12)  any Person to the extent such Investment in such Person existed on
            the Closing Date and any Investment that replaces, refinances or
            refunds such an Investment, provided that the new Investment is in
            an amount that does not exceed that amount replaced, refinanced or
            refunded and is made in the same Person as the Investment replaced,
            refinanced or refunded;

      (13)  advances to, and Guarantees for the benefit of, customers, dealers
            or suppliers made in the ordinary course of business and consistent
            with past practice; and

      (14)  any Person to the extent such Investment, when taken together with
            all other Investments made pursuant to this clause (14) and then
            outstanding on the date such Investment is made, does not exceed the
            greater of (A) the sum of (i) $500,000,000 and (ii) any amounts
            under Section 4.04(a)(3)(iv)(x) that were excluded by operation of
            the proviso in Section 4.04(a)(3)(iv) and which excluded amounts are
            not otherwise included in Consolidated Net Income or intended to be
            permitted under any of clauses (1) through (13) of this definition
            and (B) 5.0% of Consolidated assets of the Company as of the end of
            the most recent fiscal quarter for which financial statements of the
            Company have been filed with the SEC.

            "Permitted Liens" means, with respect to any Person:

      (1)   Liens to secure Indebtedness permitted pursuant to Section
            4.03(b)(1);


                                                                              20

      (2)   Liens to secure Indebtedness permitted pursuant to Section 4.03(a)
            (but only to the extent deemed Incurred pursuant to Section
            4.03(c)(1)(B)) and Sections 4.03(b)(11), 4.03(b)(12) and
            4.03(b)(13);

      (3)   pledges or deposits by such Person under workers' compensation laws,
            unemployment insurance laws or similar legislation, or good faith
            deposits in connection with bids, tenders, contracts (other than for
            the payment of Indebtedness) or leases to which such Person is a
            party, or deposits to secure public or statutory obligations of such
            Person or deposits of cash or United States government bonds to
            secure surety or appeal bonds to which such Person is a party, or
            deposits as security for contested taxes or import duties or for the
            payment of rent, in each case Incurred in the ordinary course of
            business;

      (4)   Liens imposed by law, such as carriers', warehousemen's and
            mechanics' Liens, in each case for sums not yet due or being
            contested in good faith by appropriate proceedings or other Liens
            arising out of judgments or awards against such Person with respect
            to which such Person shall then be proceeding with an appeal or
            other proceedings for review;

      (5)   Liens for taxes, assessments or other governmental charges not yet
            due or payable or subject to penalties for non-payment or which are
            being contested in good faith by appropriate proceedings;

      (6)   Liens in favor of issuers of surety or performance bonds or letters
            of credit issued pursuant to the request of and for the account of
            such Person in the ordinary course of its business; provided,
            however, that such letters of credit do not constitute Indebtedness;

      (7)   survey exceptions, 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 such Person or to the
            ownership of its properties which were not Incurred in connection
            with Indebtedness for borrowed money and which do not in the
            aggregate materially adversely affect the value of said properties
            or materially impair their use in the operation of the business of
            such Person;

      (8)   Liens securing Indebtedness Incurred to finance the construction,
            purchase or lease of, or repairs, improvements or additions to,
            property of such Person (including Indebtedness Incurred under
            Section 4.03(b)(6); provided, however, that the Lien may not extend
            to any other property (other than property related to the property
            being financed) owned by such Person or any of its Subsidiaries at
            the time the Lien is Incurred, and the Indebtedness (other than any
            interest thereon) secured by the Lien may not be Incurred more than
            180 days after the later of the acquisition,


                                                                              21

            completion of construction, repair, improvement, addition or
            commencement of full operation of the property subject to the Lien;

      (9)   Liens existing on the Closing Date (other than Liens referred to in
            the foregoing clauses (1) and (2));

      (10)  Liens on property or shares of stock of another Person at the time
            such other Person becomes a Subsidiary of such Person; provided,
            however, that such Liens are not created, Incurred or assumed in
            connection with, or in contemplation of, such other Person becoming
            such a Subsidiary; provided further, however, that such Liens do not
            extend to any other property owned by such Person or any of its
            Subsidiaries, except pursuant to after-acquired property clauses
            existing in the applicable agreements at the time such Person
            becomes a Subsidiary which do not extend to property transferred to
            such Person by the Company or a Restricted Subsidiary;

      (11)  Liens on property at the time such Person or any of its Subsidiaries
            acquires the property, including any acquisition by means of a
            merger or consolidation with or into such Person or any Subsidiary
            of such Person; provided, however, that such Liens are not created,
            Incurred or assumed in connection with, or in contemplation of, such
            acquisition; provided further, however, that the Liens do not extend
            to any other property owned by such Person or any of its
            Subsidiaries;

      (12)  Liens securing Indebtedness or other obligations of a Subsidiary of
            such Person owing to such Person or a Restricted Subsidiary of such
            Person;

      (13)  Liens securing Hedging Obligations so long as such Hedging
            Obligations are permitted to be Incurred under this Indenture;

      (14)  Liens on assets of Foreign Subsidiaries securing Indebtedness
            Incurred under Section 4.03(b)(10);

      (15)  Liens to secure any Refinancing (or successive Refinancings) as a
            whole, or in part, of any Indebtedness secured by any Lien referred
            to in the foregoing clauses (8), (9), (10) and (11); provided,
            however, that:

            (A)   such new Lien shall be limited to all or part of the same
                  property that secured the original Lien (plus improvements,
                  accessions, proceeds, dividends or distributions in respect
                  thereof) and

            (B)   the Indebtedness secured by such Lien at such time is not
                  increased to any amount greater than the sum of:

                  (i)   the outstanding principal amount or, if greater,
                        committed amount of the Indebtedness secured by Liens
                        described


                                                                              22

                        under clauses (8), (9), (10) or (11) at the time the
                        original Lien became a Permitted Lien under this
                        Indenture and

                  (ii)  an amount necessary to pay any fees and expenses,
                        including premiums, related to such Refinancings;

      (16)  Liens on accounts receivables and related assets of the type
            specified in the definition of "Qualified Receivables Transaction"
            Incurred in connection with a Qualified Receivables Transaction;

      (17)  judgment Liens not giving rise to an Event of Default so long as any
            appropriate legal proceedings which may have been duly initiated for
            the review of such judgment have not been finally terminated or the
            period within which such proceedings may be initiated has not
            expired;

      (18)  Liens arising from Uniform Commercial Code financing statement
            filings regarding leases that do not otherwise constitute
            Indebtedness entered into in the ordinary course of business;

      (19)  leases and subleases of real property which do not materially
            interfere with the ordinary conduct of the business of the Company
            and its Subsidiaries;

      (20)  Liens which constitute bankers' Liens, rights of set-off or similar
            rights and remedies as to deposit accounts or other funds maintained
            with any bank or other financial institution, whether arising by
            operation of law or pursuant to contract;

      (21)  Liens on specific items of inventory or other goods and proceeds of
            any Person securing such Person's obligations in respect of bankers'
            acceptances issued or created for the account of such Person to
            facilitate the purchase, shipment or storage of such inventory or
            other goods;

      (22)  Liens on specific items of inventory or other goods and related
            documentation (and proceeds thereof) securing reimbursement
            obligations in respect of trade letters of credit issued to ensure
            payment of the purchase price for such items of inventory or other
            goods; and

      (23)  other Liens to secure Indebtedness as long as the amount of
            outstanding Indebtedness secured by Liens Incurred pursuant to this
            clause (23) does not exceed 7.5% of Consolidated assets of the
            Company, as determined based on the consolidated balance sheet of
            the Company as of the end of the most recent fiscal quarter for
            which financial statements have been filed with the SEC; provided,
            however, notwithstanding whether this clause (23) would otherwise be
            available to secure Indebtedness, Liens securing Indebtedness
            originally secured pursuant to this clause (23) may secure
            Refinancing Indebtedness in respect of such Indebtedness and such


                                                                              23

            Refinancing Indebtedness shall be deemed to have been secured
            pursuant to this clause (23).

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

            "Preferred Stock," as applied to the Capital Stock of any Person,
means Capital Stock of any class or classes (however designated) that is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over shares of Capital Stock of any other class of such Person.

            "principal" of a Security means the principal of the Security plus
the premium, if any, payable on the Security which is due or overdue or is to
become due at the relevant time.

            "Private Placement Memorandum" means the Offering Memorandum, dated
June 20, 2005, with respect to the Securities, as supplemented or amended and
including all documents incorporated by reference therein.

            "Purchase Money Indebtedness" means Indebtedness:

      (1)   consisting of the deferred purchase price of property, plant and
            equipment, conditional sale obligations, obligations under any title
            retention agreement and other obligations Incurred in connection
            with the acquisition, construction or improvement of such asset, in
            each case where the amount of such Indebtedness does not exceed the
            greater of (A) the cost of the asset being financed and (B) the Fair
            Market Value of such asset, and

      (2)   Incurred to finance such acquisition, construction or improvement by
            the Company or a Restricted Subsidiary of such asset;

provided, however, that such Indebtedness is Incurred within 180 days after such
acquisition or the completion of such construction or improvement.

            "Purchase Money Note" means a promissory note of a Receivables
Entity evidencing a line of credit, which may be irrevocable, from the Company
or any Subsidiary of the Company to a Receivables Entity in connection with a
Qualified Receivables Transaction, which note

      (1)   shall be repaid from cash available to the Receivables Entity, other
            than

            (A)   amounts required to be established as reserves,

            (B)   amounts paid to investors in respect of interest,


                                                                              24

            (C)   principal and other amounts owing to such investors and

            (D)   amounts paid in connection with the purchase of newly
                  generated receivables and

      (2)   may be subordinated to the payments described in clause (a).

            "Qualified Receivables Transaction" means any transaction or series
of transactions that may be entered into by the Company or any of its
Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell,
convey or otherwise transfer to:

      (1)   a Receivables Entity (in the case of a transfer by the Company or
            any of its Subsidiaries) or

      (2)   any other Person (in the case of a transfer by a Receivables
            Entity),

or may grant a security interest in, any accounts receivable (whether now
existing or arising in the future) of the Company or any of its Subsidiaries,
and any assets related thereto including, without limitation, all collateral
securing such accounts receivable, all contracts and all Guarantees or other
obligations in respect of such accounts receivable, proceeds of such accounts
receivable and other assets which are customarily transferred or in respect of
which security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable; provided, however,
that the financing terms, covenants, termination events and other provisions
thereof shall be market terms (as determined in good faith by a Financial
Officer of the Company).

The grant of a security interest in any accounts receivable of the Company or
any of its Restricted Subsidiaries to secure Bank Indebtedness shall not be
deemed a Qualified Receivables Transaction.

            "Rating Agency" means Standard & Poor's and Moody's or if Standard &
Poor's or Moody's or both shall not make a rating on the Securities publicly
available, a nationally recognized statistical rating agency or agencies, as the
case may be, selected by the Company (as certified by a resolution of the Board
of Directors) which shall be substituted for Standard & Poor's or Moody's or
both, as the case may be.

            "Receivables Entity" means a (a) Wholly Owned Subsidiary of the
Company which is designated by the Board of Directors (as provided below) as a
Receivables Entity or (b) another Person engaging in a Qualified Receivables
Transaction with the Company which Person engages in the business of the
financing of accounts receivable, and in either of clause (a) or (b):

      (1)   no portion of the Indebtedness or any other obligations (contingent
            or otherwise) of which

            (A)   is Guaranteed by the Company or any Subsidiary of the Company
                  (excluding Guarantees of obligations (other than the principal
                  of,


                                                                              25

                  and interest on, Indebtedness) pursuant to Standard
                  Securitization Undertakings),

            (B)   is recourse to or obligates the Company or any Subsidiary of
                  the Company in any way other than pursuant to Standard
                  Securitization Undertakings or

            (C)   subjects any property or asset of the Company or any
                  Subsidiary of the Company, directly or indirectly,
                  contingently or otherwise, to the satisfaction thereof, other
                  than pursuant to Standard Securitization Undertakings;

      (2)   which is not an Affiliate of the Company or with which neither the
            Company nor any Subsidiary of the Company has any material contract,
            agreement, arrangement or understanding other than on terms which
            the Company reasonably believes to be no less favorable to the
            Company or such Subsidiary than those that might be obtained at the
            time from Persons that are not Affiliates of the Company; and

      (3)   to which neither the Company nor any Subsidiary of the Company has
            any obligation to maintain or preserve such entity's financial
            condition or cause such entity to achieve certain levels of
            operating results.

Any such designation by the Board of Directors shall be evidenced to the Trustee
by filing with the Trustee a certified copy of the resolution of the Board of
Directors giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing conditions.

            "Reference Date" means March 12, 2004.

            "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness exchange or replacement for, such Indebtedness, including, in
any such case from time to time, after the discharge of the Indebtedness being
Refinanced. "Refinanced" and "Refinancing" shall have correlative meanings.

            "Refinancing Indebtedness" means Indebtedness that is Incurred to
Refinance (including pursuant to any defeasance or discharge mechanism) any
Indebtedness of the Company or any Restricted Subsidiary existing on the Closing
Date or Incurred in compliance with this Indenture (including Indebtedness of
the Company that Refinances Refinancing Indebtedness); provided, however, that:

      (1)   the Refinancing Indebtedness has a Stated Maturity no earlier than
            the Stated Maturity of the Indebtedness being Refinanced,

      (2)   the Refinancing Indebtedness has an Average Life at the time such
            Refinancing Indebtedness is Incurred that is equal to or greater
            than the Average Life of the Indebtedness being refinanced,


                                                                              26

      (3)   such Refinancing Indebtedness is Incurred in an aggregate principal
            amount (or if Incurred with original issue discount, an aggregate
            issue price) that is equal to or less than the aggregate principal
            amount of the Indebtedness being refinanced (or if issued with
            original issue discount, the aggregate accreted value) then
            outstanding (or that would be outstanding if the entire committed
            amount of any credit facility being Refinanced were fully drawn
            (other than any such amount that would have been prohibited from
            being drawn pursuant to Section 4.03) (plus fees and expenses,
            including any premium and defeasance costs), and

      (4)   if the Indebtedness being Refinanced is subordinated in right of
            payment to the Securities, such Refinancing Indebtedness is
            subordinated in right of payment to the Securities at least to the
            same extent as the Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include:

            (A)   Indebtedness of a Restricted Subsidiary that is not a Grantor
                  Subsidiary Guarantor that Refinances Indebtedness of the
                  Company or

            (B)   Indebtedness of the Company or a Restricted Subsidiary that
                  Refinances Indebtedness of an Unrestricted Subsidiary.

            "Registration Rights Agreement" means the Registration Rights
Agreement dated the Closing Date, among the Company, the Subsidiary Guarantors
and the initial purchasers of the Securities.

            "Restricted Payment" in respect of any Person means:

      (1)   the declaration or payment of any dividend, any distribution on or
            in respect of its Capital Stock or any similar payment (including
            any payment in connection with any merger or consolidation involving
            the Company or any Restricted Subsidiary) to the direct or indirect
            holders of its Capital Stock in their capacity as such, except (A)
            dividends or distributions payable solely in its Capital Stock
            (other than Disqualified Stock or, in the case of a Restricted
            Subsidiary, Preferred Stock) and (B) dividends or distributions
            payable to the Company or a Restricted Subsidiary (and, if such
            Restricted Subsidiary has Capital Stock held by Persons other than
            the Company or other Restricted Subsidiaries, to such other Persons
            on no more than a pro rata basis),

      (2)   the purchase, repurchase, redemption, retirement or other
            acquisition ("Purchase") for value of any Capital Stock of the
            Company held by any Person (other than a Restricted Subsidiary) or
            any Capital Stock of a Restricted Subsidiary held by any affiliate
            of such Person (other than by a Restricted Subsidiary) (other than
            in exchange for Capital Stock of the Company that is not
            Disqualified Stock),


                                                                              27

      (3)   the Purchase for value, prior to scheduled maturity, of any
            scheduled repayment or any scheduled sinking fund payment, any
            Subordinated Obligations (other than the Purchase for value of
            Subordinated Obligations acquired in anticipation of satisfying a
            sinking fund obligation, principal installment or final maturity, in
            each case due within one year of the date of such Purchase), or

      (4)   any Investment (other than a Permitted Investment) in any Person.

            "Related Business" means any business reasonably related, ancillary
or complementary to the businesses of the Company and its Restricted
Subsidiaries on the Closing Date.

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

            "Sale/Leaseback Transaction" means an arrangement relating to
property, plant and equipment now owned or hereafter acquired by the Company or
a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers
such property to a Person and the Company or such Restricted Subsidiary leases
it from such Person, other than (i) leases between the Company and a Restricted
Subsidiary or between Restricted Subsidiaries or (ii) any such transaction
entered into with respect to any property, plant and equipment or any
improvements thereto at the time of, or within 180 days after, the acquisition
or completion of construction of such property, plant and equipment or such
improvements (or, if later, the commencement of commercial operation of any such
property, plant and equipment), as the case may be, to finance the cost of such
property, plant and equipment or such improvements, as the case may be.

            "SEC" means the Securities and Exchange Commission.

            "Secured Indebtedness" means any Indebtedness of the Company secured
by a Lien. "Secured Indebtedness" of a Subsidiary Guarantor has a correlative
meaning.

            "Securities" means the securities issued under this Indenture.

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

            "Senior Indebtedness" of the Company or any Subsidiary Guarantor, as
the case may be, means the principal of, premium (if any) and accrued and unpaid
interest on (including interest accruing on or after the filing of any petition
in bankruptcy or for reorganization of the Company or any Subsidiary Guarantor,
as applicable, regardless of whether or not a claim for post-filing interest is
allowed in such proceedings), and fees and other amounts owing in respect of,
Bank Indebtedness, the Securities (in the case of the Company), the Subsidiary
Guarantees (in the case of the Subsidiary Guarantors) and all other Indebtedness
of the Company or any Subsidiary Guarantor, as applicable, whether outstanding
on the Closing Date or thereafter Incurred, unless in the instrument creating or
evidencing the same or pursuant to which the same is outstanding it is provided
that such obligations are subordinated in right of payment to


                                                                              28

the Securities or such Subsidiary Guarantor's Subsidiary Guarantee, as
applicable; provided, however, that Senior Indebtedness of the Company or any
Subsidiary Guarantor shall not include:

      (1)   any obligation of the Company to any Subsidiary of the Company or of
            such Subsidiary Guarantor to the Company or any other Subsidiary of
            the Company;

      (2)   any liability for Federal, state, local or other taxes owed or owing
            by the Company or such Subsidiary Guarantor, as applicable;

      (3)   any accounts payable or other liability to trade creditors arising
            in the ordinary course of business (including Guarantees thereof or
            instruments evidencing such liabilities);

      (4)   any Indebtedness or obligation of the Company (and any accrued and
            unpaid interest in respect thereof) that by its terms is subordinate
            or junior in right of payment to any other Indebtedness or
            obligation of the Company or such Subsidiary Guarantor, as
            applicable, including any Subordinated Obligations of the Company or
            such Subsidiary Guarantor, as applicable;

      (5)   any obligations with respect to any Capital Stock; or

      (6)   any Indebtedness Incurred in violation of this Indenture.

            "Senior Secured Notes" means the Company's $450,000,000 11% Senior
Secured Notes due 2011 and $200,000,000 Senior Secured Floating Rate Notes due
2011.

            "Significant Subsidiary" means any Restricted Subsidiary that would
be a "Significant Subsidiary" of the Company within the meaning of Rule 1-02
under Regulation S-X promulgated by the SEC.

            "Specified Asset Sale" means the sale of all or a substantial
portion of the assets and liabilities of (i) the Company's Chemical Products
strategic business segment other than its natural rubber plantation and
processing facility in Indonesia or (ii) the Company's Engineered Products
strategic business segment.

            "Standard & Poor's" means Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., and any successor to its rating business.

            "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Company or any
Subsidiary of the Company which, taken as a whole, are customary in an accounts
receivable transaction.

            "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but


                                                                              29

excluding any provision providing for the repurchase of such security at the
option of the holder thereof upon the happening of any contingency beyond the
control of the issuer unless such contingency has occurred).

            "Subordinated Obligation" means any Indebtedness of the Company
(whether outstanding on the Closing Date or thereafter Incurred) that by its
terms is subordinate or junior in right of payment to the Securities.
"Subordinated Obligation" of a Subsidiary Guarantor has a correlative meaning.

            "Subsidiary" of any Person means any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by:

      (1)   such Person,

      (2)   such Person and one or more Subsidiaries of such Person or

      (3)   one or more Subsidiaries of such Person.

            "Subsidiary Guarantee" means each Guarantee of the obligations with
respect to the Securities issued by a Subsidiary of the Company pursuant to the
terms of this Indenture.

            "Subsidiary Guarantor" means any Subsidiary that has issued a
Subsidiary Guarantee.

            "Temporary Cash Investments" means any of the following:

      (1)   direct obligations of, or obligations the principal of and interest
            on which are unconditionally guaranteed by, the United States of
            America (or by any agency thereof to the extent such obligations are
            backed by the full faith and credit of the United States of
            America), in each case maturing within one year from the date of
            acquisition thereof;

      (2)   investments in commercial paper maturing within 270 days from the
            date of acquisition thereof, and having, at such date of
            acquisition, ratings of A1 from Standard & Poor's and P1 from
            Moody's;

      (3)   investments in certificates of deposit, banker's acceptances and
            time deposits maturing within 180 days from the date of acquisition
            thereof and issued or guaranteed by or placed with, and money market
            deposit accounts issued or offered by any commercial bank organized
            under the laws of the United States of America or any state thereof
            which has a short-term deposit rating of A1 from Standard & Poor's
            and P1 from Moody's and has a combined capital and surplus and
            undivided profits of not less than $500,000,000;


                                                                              30

      (4)   fully collateralized repurchase agreements with a term of not more
            than 30 days for securities described in clause (1) above and
            entered into with a financial institution described in clause (3)
            above;

      (5)   money market funds that (A) comply with the criteria set forth in
            SEC Rule 2a-7 under the Investment Company Act of 1940, (B) are
            rated AAA by Standard & Poor's and Aaa by Moody's and (C) have
            portfolio assets of at least $5,000,000,000; and

      (6)   in the case of any Foreign Subsidiary, (A) marketable direct
            obligations issued or unconditionally guaranteed by the sovereign
            nation in which such Foreign Subsidiary is organized and is
            conducting business or issued by any agency of such sovereign nation
            and backed by the full faith and credit of such sovereign nation, in
            each case maturing within one year from the date of acquisition, so
            long as the indebtedness of such sovereign nation is rated at least
            A by Standard & Poor's or A2 by Moody's or carries an equivalent
            rating from a comparable foreign rating agency, (B) investments of
            the type and maturity described in clauses (2) through (5) of
            foreign obligors, which investments or obligors have ratings
            described in such clauses or equivalent ratings from comparable
            foreign rating agencies, (C) investments of the type and maturity
            described in clause (3) in any obligor organized under the laws of a
            jurisdiction other than the United States that (i) is a branch or
            subsidiary of a lender or the ultimate parent company of a lender
            under any of the Credit Agreements (but only if such lender meets
            the ratings and capital, surplus and undivided profits requirements
            of such clause (3)) or (ii) carries a rating at least equivalent to
            the rating of the sovereign nation in which it is located, and (D)
            other investments of the type and maturity described in clause (3)
            in obligors organized under the laws of a jurisdiction other than
            the United States in any country in which such Subsidiary is
            located; provided, however, that the investments permitted under
            this subclause (D) shall not exceed $10,000,000 for all such
            Subsidiaries in any such country or $50,000,000 in the aggregate for
            all such Subsidiaries and all countries.

            "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the Closing Date.

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

            "Trustee" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor.


                                                                              31

            "Trust Officer" means the Chairman of the Board, the President or
any other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

            "Uniform Commercial Code" means the New York Uniform Commercial Code
as in effect from time to time.

            "Unrestricted Subsidiary" means:

      (1)   any Subsidiary of the Company that at the time of determination
            shall be designated an Unrestricted Subsidiary by the Board of
            Directors in the manner provided below and

      (2)   any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors may designate any Subsidiary of the Company (including
any newly acquired or newly formed Subsidiary of the Company) to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
any Capital Stock or Indebtedness of, or owns or holds any Lien on any property
of, the Company or any other Subsidiary of the Company that is not a Subsidiary
of the Subsidiary to be so designated; provided, however, that either:

            (A)   the Subsidiary to be so designated has total Consolidated
                  assets of $1,000 or less or

            (B)   if such Subsidiary has Consolidated assets greater than
                  $1,000, then such designation would be permitted under Section
                  4.04.

The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided, however, that immediately after giving effect
to such designation:

      (x)   (1) the Company could Incur $1.00 of additional Indebtedness under
            Section 4.03(a) or (2) the Consolidated Coverage Ratio for the
            Company and its Restricted Subsidiaries would be greater after
            giving effect to such designation than before such designation and

      (y)   no Default shall have occurred and be continuing.

Any such designation of a Subsidiary as a Restricted Subsidiary or Unrestricted
Subsidiary by the Board of Directors shall be evidenced to the Trustee by
promptly filing with the Trustee a copy of the resolution of the Board of
Directors giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.

            "U.S. Bank Indebtedness" means any and all amounts payable under or
in respect of the U.S. Credit Agreements and any Refinancing Indebtedness with
respect thereto or with respect to such Refinancing Indebtedness, as amended
from time to time, including principal, premium (if any), interest (including
interest accruing on or after the


                                                                              32

filing of any petition in bankruptcy or for reorganization relating to the
Company whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations and all other
amounts payable thereunder or in respect thereof.

            "U.S. Credit Agreements" means (i) the First Lien Credit Agreement,
dated as of April 8, 2005, among the Company, as Borrower, the Lenders party
thereto, the Issuing Banks party thereto, Citicorp USA, Inc., as Syndication
Agent, Bank of America, N.A., as Documentation Agent, The CIT Group/Business
Credit, Inc., as Documentation Agent, General Electric Capital Corporation, as
Documentation Agent, GMAC Commercial Finance LLC, as Documentation Agent,
JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, J.P.
Morgan Securities, Inc., as Joint Lead Arranger and Joint Bookrunner, and
Citigroup Global Markets Inc., as Joint Lead Arranger and Joint Bookrunner and
(ii) the Second Lien Credit Agreement, dated as of April 8, 2005, among the
Company, as Borrower, the Lenders Party thereto, Deutsche Bank Trust Company
Americas, as Collateral Agent, JPMorgan Chase Bank, N.A., as Administrative
Agent, J.P. Morgan Securities Inc., as Joint Lead Arranger and Joint Bookrunner
and Deutsche Bank Securities Inc., as Joint Lead Arranger and Joint Bookrunner,
each as amended, restated, supplemented, waived, replaced (whether or not upon
termination, and whether with the original lenders or otherwise), refinanced,
restructured or otherwise modified from time to time (except to the extent that
any such amendment, restatement, supplement, waiver, replacement, refinancing,
restructuring or other modification thereto would be prohibited by the terms of
the Indenture, unless otherwise agreed to by the Holders of at least a majority
in aggregate principal amount of Notes at the time outstanding.)

            "U.S. Dollar Equivalent" means with respect to any monetary amount
in a currency other than U.S. dollars, at any time for determination thereof,
the amount of U.S. dollars obtained by converting such foreign currency involved
in such computation into U.S. dollars at the spot rate for the purchase of U.S.
dollars with the applicable foreign currency as published in The Wall Street
Journal in the "Exchange Rates" column under the heading "Currency Trading" on
the date two Business Days prior to such determination.

            "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable or redeemable at the issuer's option.

            "Voting Stock" of a Person means all classes of Capital Stock or
other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.


                                                                              33

            "Wholly Owned Subsidiary" means a Restricted Subsidiary of the
Company all the Capital Stock of which (other than directors' qualifying shares)
is owned by the Company or another Wholly Owned Subsidiary.

            SECTION 1.02. Other Definitions.



                                                              Defined in
                      Term                                     Section
                      ----                                    ----------
                                                           
"Affiliate Transaction".................................       4.07(a)
"Bankruptcy Law"........................................         6.01
"Change of Control Offer"...............................       4.08(b)
"covenant defeasance option"............................       8.01(b)
"Custodian".............................................         6.01
"Definitive Security"...................................      Appendix A
"Event of Default"......................................         6.01
"Exchange Securities"...................................      Appendix A
"Global Security".......................................      Appendix A
"Initial Lien"..........................................         4.09
"Initial Securities"....................................      Appendix A
"legal defeasance option"...............................       8.01(b)
"Offer".................................................       4.06(c)
"Offer Amount"..........................................      4.06(d)(3)
"Offer Period"..........................................      4.06(d)(3)
"Paying Agent"..........................................         2.03
"Purchase Date".........................................      4.06(d)(2)
"Registrar".............................................         2.03
"Restricted Payment"....................................         1.01
"Reversion Date"........................................       4.12(b)
"Successor Company".....................................      5.01(a)(1)
"Successor Guarantor"...................................      5.01(c)(1)
"Suspended Covenants"...................................       4.12(a)
"Suspension Date".......................................       4.12(a)
"Suspension Period".....................................       4.12(b)


            SECTION 1.03. Incorporation by Reference of Trust Indenture Act.
This Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

            "Commission" means the SEC;

            "indenture securities" means the Securities and the Subsidiary
Guarantees;

            "indenture security holder" means a Holder;


                                                                              34

            "indenture to be qualified" means this Indenture;

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

            "obligor" on the indenture securities means the Company, each
Subsidiary Guarantor and any other obligor on the indenture securities.

            All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.

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

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

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

      (3)   "or" is not exclusive;

      (4)   "including" means including without limitation;

      (5)   words in the singular include the plural and words in the plural
            include the singular;

      (6)   unsecured Indebtedness shall not be deemed to be subordinate or
            junior to secured Indebtedness merely by virtue of its nature as
            unsecured Indebtedness;

      (7)   secured Indebtedness shall not be deemed to be subordinate or junior
            to any other secured Indebtedness merely because it has a junior
            priority with respect to the same collateral;

      (8)   the principal amount of any noninterest bearing or other discount
            security at any date shall be the principal amount thereof that
            would be shown on a balance sheet of the issuer dated such date
            prepared in accordance with GAAP;

      (9)   the principal amount of any Preferred Stock shall be (A) the maximum
            liquidation value of such Preferred Stock or (B) the maximum
            mandatory redemption or mandatory repurchase price with respect to
            such Preferred Stock, whichever is greater; and

      (10)  all references to the date the Securities were originally issued
            shall refer to the Closing Date.


                                                                              35

                                   ARTICLE 2

                                 The Securities

            SECTION 2.01. Form and Dating. Provisions relating to the Initial
Securities and the Exchange Securities are set forth in Appendix A attached
hereto (the "Appendix") which is hereby incorporated in, and expressly made part
of, this Indenture. The Initial Securities and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit 1 to this
Indenture, which are hereby incorporated in and expressly made a part of this
Indenture. The Exchange Securities and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit 2 to this Indenture
which are hereby incorporated in and expressly made a part of this Indenture.
The Securities may have notations, legends or endorsements required by law,
stock exchange rule, agreements to which the Company is subject, if any, or
usage (provided that any such notation, legend or endorsement is in a form
acceptable to the Company). Each Security shall be dated the date of its
authentication. The terms of the Securities set forth in the Appendix and
Exhibit 1 are part of the terms of this Indenture. The Securities shall be
issuable only in registered form without interest coupons and only in
denominations of $1,000 and integral multiples thereof.

            SECTION 2.02. Execution and Authentication. Two Officers shall sign
the Securities for the Company by manual or facsimile signature.

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

            A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security. The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

            The Trustee shall authenticate and make available for delivery
Securities as set forth in Appendix A.

            The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Unless limited by the
terms of such appointment, an authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, Paying Agent or agent
for service of notices and demands.

            SECTION 2.03. Registrar and Paying Agent. (a) The Company shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange (the "Registrar") and an office or agency located in
the Borough of Manhattan, the City of New York, where Securities may be
presented for payment (the "Paying Agent"). The Registrar shall keep a register
of the Securities and of their transfer and exchange. The Company may have one
or more co-registrars and one or more additional paying agents provided,
however, that so long as Wells Fargo Bank,


                                                                              36

National Association shall be the Trustee, without the consent of the Trustee,
there shall be no more than one Registrar or Paying Agent. The term "Paying
Agent" includes any additional paying agent.

            The Company shall enter into an appropriate agency agreement with
any Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.07. The
Company or any Wholly Owned Subsidiary incorporated or organized within The
United States of America may act as Paying Agent, Registrar, co-registrar or
transfer agent.

            The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents, and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Registrar need not register transfer or exchanges of Securities selected for
redemption (except, in the case of Securities to be redeemed in part, the
portion thereof not to be redeemed) or any Securities for a period of 15 days
before a selection of Securities to be redeemed, or any Securities for a period
of 15 days before a selection of an interest payment date. The Holder of a
Security may be treated as the owner of such Security for all purposes.

            (b)   The Company initially appoints the Trustee as Registrar and
                  Paying Agent in connection with the Securities and Securities
                  Custodian with respect to the Global Securities.

            (c)   The Company may remove any Registrar or Paying Agent upon
                  written notice to such Registrar or Paying Agent and to the
                  Trustee; provided, however, that no such removal shall become
                  effective until (i) acceptance of an appointment by a
                  successor as evidence by an appropriate agreement entered into
                  by the Company and such successor Registrar or Paying Agent,
                  as the case may be, and delivered to the Trustee or (ii)
                  notification to the Trustee that the Trustee shall serve as
                  Registrar or Paying Agent until the appointment of a successor
                  in accordance with clause (i) above.

            SECTION 2.04. Paying Agent To Hold Money in Trust. Prior to each due
date of the principal and interest on any Security, the Company shall deposit
with the Paying Agent (or if the Company or a Subsidiary is acting as Paying
Agent, segregate and hold in trust for the benefit of Holders entitled thereto)
a sum sufficient to pay such principal and interest when so becoming due. The
Company shall require each Paying Agent (other than the Trustee) to agree in
writing that the Paying Agent shall hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment of principal of
or interest on the Securities and shall notify the Trustee of any default by the
Company in making any such payment. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it as a separate trust fund. The Company at any time may require a Paying Agent
to pay all


                                                                              37

money held by it to the Trustee and to account for any funds disbursed by the
Paying Agent. Upon complying with this Section, the Paying Agent shall have no
further liability for the money delivered to the Trustee.

            SECTION 2.05. Lists of Holders of Securities. The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Holders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee, in writing at least five
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders.

            SECTION 2.06. Transfer and Exchange. (a) The Securities shall be
issued in registered form and shall be transferable only in compliance with
Appendix A and upon the surrender of a Security for registration of transfer.
When a Security is presented to the Registrar or a co-registrar with a request
to register a transfer, the Registrar shall register the transfer as requested
if the requirements of this Indenture and Section 8-401(1) of the Uniform
Commercial Code are met. When Securities are presented to the Registrar or a
co-registrar with a request to exchange them for an equal principal amount of
Securities of other denominations, the Registrar shall make the exchange as
requested if the same requirements are met.

            (b) To permit registration of transfers and exchanges, the Company
shall execute and the Trustee shall authenticate Securities at the Registrar's
request. The Company may require payment of a sum sufficient to pay all taxes,
assessments or other governmental charges in connection with any transfer or
exchange pursuant to this Section. The Company shall not be required to make and
the Registrar need not register transfer or exchanges of Securities selected for
redemption in accordance with the terms of this Indenture (except, in the case
of Securities to be redeemed in part, the portion thereof not to be redeemed) or
any Securities for a period of 15 days before a selection of Securities to be
redeemed or any Securities for a period of 15 days before an interest payment
date.

            Prior to the due presentation for registration of transfer of any
Security, the Company, the Subsidiary Guarantors, the Trustee, the Paying Agent
and the Registrar may deem and treat the Person in whose name a Security is
registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and (subject to paragraph 2 of the Securities) interest,
if any, on such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and none of the Company, any Subsidiary Guarantor, the
Trustee, the Paying Agent, or the Registrar shall be affected by notice to the
contrary.

            Any Holder of a beneficial interest in a Global Security shall, by
acceptance of such beneficial interest, agree that transfers of beneficial
interest in such Global Security may be effected only through a book-entry
system maintained by (a) the Holder of such Global Security (or its agent) or
(b) any Holder of a beneficial interest in


                                                                              38

such Global Security, and that ownership of a beneficial interest in such Global
Security shall be required to be reflected in a book entry.

            All Securities issued upon any transfer or exchange pursuant to the
terms of this Indenture shall evidence the same Indebtedness and shall be
entitled to the same benefits under this Indenture as the Securities surrendered
upon such transfer or exchange.

            SECTION 2.07. Replacement Securities. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies
any other reasonable requirements of the Trustee. If required by the Trustee or
the Company, such Holder shall furnish an indemnity bond sufficient in the
judgment of the Company and the Trustee to protect the Company, the Trustee, the
Paying Agent, the Registrar and any co-registrar from any loss which any of them
may suffer if a Security is replaced. The Company and the Trustee may charge the
Holder for their expenses in replacing a Security.

            Every replacement Security is an additional Obligation of the
Company. The provisions of this Section 2.07 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, lost, destroyed or wrongfully taken
Securities.

            SECTION 2.08. Outstanding Securities. Securities outstanding at any
time are all Securities authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation and those described in this
Section as not outstanding. Subject to Section 11.06, a Security does not cease
to be outstanding because the Company or an Affiliate of the Company holds the
Security.

            If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.

            If the Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a redemption date or maturity date money sufficient to
pay all principal and interest payable on that date with respect to the
Securities (or portions thereof) to be redeemed or maturing, as the case may be,
then on and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.

            SECTION 2.09. Temporary Securities. Until definitive Securities are
ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities and
deliver them in exchange for


                                                                              39

temporary Securities upon surrender of such temporary Securities at the office
or agency of the Company, without charge to the Holder.

            SECTION 2.10. Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel and
destroy (subject to the record retention requirements of the Exchange Act) all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and deliver a certificate of such destruction to the Company. The
Company may not issue new Securities to replace Securities it has redeemed, paid
or delivered to the Trustee for cancellation. The Trustee shall not authenticate
Securities in place of cancelled Securities other than pursuant to the terms of
this Indenture.

            SECTION 2.11. Defaulted Interest. If the Company defaults in a
payment of interest on the Securities, the Company shall pay defaulted interest
(plus interest on such defaulted interest to the extent lawful) in any lawful
manner. The Company may pay the defaulted interest to the persons who are
Holders on a subsequent special record date. The Company shall fix or cause to
be fixed any such special record date and payment date to the reasonable
satisfaction of the Trustee and shall promptly mail or cause to be mailed to
each Holder a notice that states the special record date, the payment date and
the amount of defaulted interest to be paid.

            SECTION 2.12. CUSIP Numbers and ISINs. The Company in issuing the
Securities may use "CUSIP" numbers and ISINs (if then generally in use) and, if
so, the Trustee shall use "CUSIP" numbers and ISINs in notices of redemption as
a convenience to Holders; provided, however, that any such notice may state that
no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.

            SECTION 2.13. Issuance of Additional Securities. After the Closing
Date, the Company shall be entitled, subject to its compliance, at the time of
and after giving effect to such issuance, with Section 4.03 and Section 4.09, to
issue Additional Securities of any series under this Indenture, which Securities
shall have identical terms as the applicable series of Initial Securities issued
on the Closing Date, other than with respect to the date of issuance and issue
price. All the Securities issued under this Indenture shall be treated as a
single class for all purposes of this Indenture; provided, however, that in
respect of any amendment, waiver, other modification or optional redemption by
the Company that affects only one series of the Securities, such affected series
of Securities shall be treated as a single class under this Indenture.

            With respect to any Additional Securities, the Company shall set
forth in an Officers' Certificate, a copy of which shall be delivered to the
Trustee (along with a copy of the resolutions of the Board of Directors
authorizing the Additional Securities), the following information:


                                                                              40

            (1) the aggregate principal amount of such Additional Securities to
      be authenticated and delivered pursuant to this Indenture and the
      provision of Section 4.03 that the Company is relying on to issue such
      Additional Securities;

            (2) the issue price, the issue date, the CUSIP number and ISIN of
      such Additional Securities; provided, however, that no Additional
      Securities may be issued at a price that would cause such Additional
      Securities to have "original issue discount" within the meaning of Section
      1273 of the Code; and

            (3) whether such Additional Securities shall be Initial Securities
      or shall be issued in the form of Exchange Securities as set forth in
      Exhibit 2.

                                   ARTICLE 3

                                   Redemption

            SECTION 3.01. Notices to Trustee. If the Company elects to redeem
Securities of any series pursuant to paragraph 6 of such series of Securities,
it shall notify the Trustee in writing of the redemption date, the principal
amount of Securities to be redeemed and the paragraph of such series of
Securities pursuant to which the redemption will occur.

            The Company shall give each notice to the Trustee provided for in
this Section at least 45 days before the redemption date unless the Trustee
consents to a shorter period. Such notice shall be accompanied by an Officers'
Certificate to the effect that such redemption will comply with the conditions
herein. Any such notice may be cancelled by the Company at any time prior to
notice of such redemption being mailed to any Holder and shall thereby be void
and of no effect unless the Trustee has sent the notice of redemption pursuant
to Section 3.03 below.

            SECTION 3.02. Selection of Securities to Be Redeemed. If fewer than
all the Securities of a series are to be redeemed, the Trustee, subject to the
procedures of DTC, shall select the Securities of such series to be redeemed pro
rata or by lot or by a method that complies with applicable legal and securities
exchange requirements, if any, and that the Trustee in its sole discretion shall
deem to be fair and appropriate. The Trustee shall make the selection from
outstanding Securities of such series not previously called for redemption. The
Trustee may select for redemption portions of the principal amount of Securities
of such series that have denominations larger than $1,000. Securities and
portions of them the Trustee selects shall be in principal amounts of $1,000 or
a whole multiple of $1,000. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the Company promptly of the Securities or
portions of Securities to be redeemed.

            SECTION 3.03. Notice of Redemption. At least 30 days but not more
than 60 days before a date for redemption of Securities of a series, the
Company, or the Trustee (at the direction of the Company), shall mail a notice
of redemption by first-class


                                                                              41

mail to each Holder of Securities of such series to be redeemed at such Holder's
registered address.

            The notice shall identify the Securities of such series to be
redeemed and shall state:

            (1) the redemption date;

            (2) the redemption price;

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

            (4) that Securities called for redemption must be surrendered to the
      Paying Agent to collect the redemption price;

            (5) if fewer than all the outstanding Securities are to be redeemed,
      the identification and principal amounts of the particular Securities to
      be redeemed;

            (6) that, unless the Company defaults in making such redemption
      payment, interest on Securities (or portion thereof) called for redemption
      ceases to accrue on and after the redemption date; and

            (7) that no representation is made as to the correctness or accuracy
      of the CUSIP number or ISIN, if any, listed in such notice or printed on
      the Securities.

            At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section.

            SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed to Holders, Securities of a series called for redemption
become due and payable on the redemption date and at the redemption price stated
in the notice. Upon surrender to the Paying Agent, such Securities shall be paid
at the redemption price stated in the notice, plus accrued interest to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the related interest payment date if the
redemption date is after a regular record date and on or prior to the interest
payment date). Failure to give notice or any defect in the notice to any Holder
shall not affect the validity of the notice to any other Holder.

            SECTION 3.05. Deposit of Redemption Price. Prior to 11:00 a.m., New
York City time, on the redemption date, the Company shall deposit with the
Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of and
accrued interest on all Securities of a series or portions thereof to be
redeemed on that date other than Securities of such series or portions of
Securities of such series called for redemption which have been delivered by the
Company to the Trustee for cancellation. Interest shall cease to accrue on
Securities or portions thereof called for redemption on and after the date the



                                                                              42

Company has deposited with the Paying Agent funds sufficient to pay the
principal of, plus accrued and unpaid interest, on the Securities to be
redeemed, unless the Paying Agent is prohibited from making such payment
pursuant to the terms of this Indenture.

            SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company's expense) a new Security
equal in principal amount to the unredeemed portion of the Security surrendered.

                                    ARTICLE 4

                                    Covenants

            SECTION 4.01. Payment of Securities. The Company shall promptly pay
the principal of and interest on the Securities on the dates and in the manner
provided in the Securities and in this Indenture. Principal and interest shall
be considered paid on the date due if on such date the Trustee or the Paying
Agent holds in accordance with this Indenture money sufficient to pay all
principal and interest then due.

            The Company shall pay interest on overdue principal at the rate
specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

            SECTION 4.02. SEC Reports. Notwithstanding that the Company may not
be subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall file with the SEC and provide the Trustee and Holders and
prospective Holders (upon request) within 15 days after it files them with the
SEC, copies of its annual report and the information, documents and other
reports that are specified in Sections 13 and 15(d) of the Exchange Act. In
addition, the Company shall furnish to the Trustee and the Holders, promptly
upon their becoming available, copies of the annual report to shareholders and
any other information provided by the Company to its public shareholders
generally. The Company also shall comply with the other provisions of Section
314(a) of the TIA.

            In addition, the Company shall furnish to the Holders of the
Securities and to prospective investors, upon the requests of such Holders, any
information with respect to the Company required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act so long as the Securities are not
freely transferable under the Securities Act.

            SECTION 4.03. Limitation on Indebtedness. (a) The Company shall not,
and shall not permit any Restricted Subsidiary to, Incur, directly or
indirectly, any Indebtedness; provided, however, that the Company or any
Subsidiary Guarantor may Incur Indebtedness if on the date of such Incurrence
and after giving effect thereto and the application of the proceeds therefrom
the Consolidated Coverage Ratio would be greater than 2.0:1.0.



                                                                              43

            (b) Notwithstanding the foregoing paragraph (a), the Company and its
Restricted Subsidiaries may Incur the following Indebtedness:

            (1)   (x) U.S. Bank Indebtedness in an aggregate principal amount
                  not to exceed the greater of (A) $3,000,000,000, less the
                  aggregate amount of all prepayments of principal applied to
                  permanently reduce any such Indebtedness in satisfaction of
                  the Company's obligations under Section 4.06 and (B) the sum
                  of (i) 60% of the book value of the inventory of the Company
                  and its Restricted Subsidiaries plus (ii) 80% of the book
                  value of the accounts receivable of the Company and its
                  Restricted Subsidiaries (other than any accounts receivable
                  pledged, sold or otherwise transferred or encumbered by the
                  Company or any Restricted Subsidiary in connection with a
                  Qualified Receivables Transaction), in each case, as of the
                  end of the most recent fiscal quarter for which financial
                  statements have been filed with the SEC and (y) European Bank
                  Indebtedness in an aggregate principal amount not to exceed
                  (euro)525,000,000; provided, however, that the amount of
                  Indebtedness that may be Incurred pursuant to this clause (1)
                  shall be reduced by any amount of Indebtedness Incurred and
                  then outstanding pursuant to the election provision of clause
                  (10)(A)(ii) below;

            (2)   Indebtedness of the Company owed to and held by any Restricted
                  Subsidiary or Indebtedness of a Restricted Subsidiary owed to
                  and held by the Company or any Restricted Subsidiary;
                  provided, however, that any subsequent event that results in
                  any such Restricted Subsidiary ceasing to be a Restricted
                  Subsidiary or any subsequent transfer of any such Indebtedness
                  (except to the Company or a Restricted Subsidiary) shall be
                  deemed, in each case, to constitute the Incurrence of such
                  Indebtedness by the issuer thereof;

            (3)   Indebtedness (A) represented by the Securities issued on the
                  Closing Date (not including any Additional Securities) and the
                  Subsidiary Guarantees, (B) outstanding on the Closing Date
                  (other than the Indebtedness described in clauses (1) and (2)
                  above and clause (12) below), and (C) consisting of
                  Refinancing Indebtedness Incurred in respect of any
                  Indebtedness described in this clause (3) (including
                  Indebtedness that is Refinancing Indebtedness) or the
                  foregoing paragraph (a);

            (4)   (A) Indebtedness of a Restricted Subsidiary Incurred and
                  outstanding on or prior to the date on which such Restricted
                  Subsidiary was acquired by the Company or a Restricted
                  Subsidiary (other than Indebtedness Incurred in contemplation
                  of, in connection with, as consideration in, or to provide all
                  or any



                                                                              44

                  portion of the funds or credit support utilized to consummate,
                  the transaction or series of related transactions pursuant to
                  which such Restricted Subsidiary became a Subsidiary of or was
                  otherwise acquired by the Company); provided, however, that on
                  the date that such Restricted Subsidiary is acquired by the
                  Company, (i) the Company would have been able to Incur $1.00
                  of additional Indebtedness pursuant to the foregoing paragraph
                  (a) after giving effect to the Incurrence of such Indebtedness
                  pursuant to this clause (4) or (ii) the Consolidated Coverage
                  Ratio immediately after giving effect to such Incurrence and
                  acquisition would be greater than such ratio immediately prior
                  to such transaction and (B) Refinancing Indebtedness Incurred
                  by a Restricted Subsidiary in respect of Indebtedness Incurred
                  by such Restricted Subsidiary pursuant to this clause (4);

            (5)   Indebtedness (A) in respect of performance bonds, bankers'
                  acceptances, letters of credit and surety or appeal bonds
                  entered into by the Company or any Restricted Subsidiary in
                  the ordinary course of business, and (B) Hedging Obligations
                  entered into in the ordinary course of business to hedge risks
                  with respect to the Company's or a Restricted Subsidiary's
                  interest rate, currency or raw materials pricing exposure and
                  not entered into for speculative purposes;

            (6)   Purchase Money Indebtedness, Capitalized Lease Obligations and
                  Attributable Debt and Refinancing Indebtedness in respect
                  thereof in an aggregate principal amount on the date of
                  Incurrence that, when added to all other Indebtedness Incurred
                  pursuant to this clause (6) and then outstanding, will not
                  exceed the greater of (A) $600,000,000 and (B) 5.0% of
                  Consolidated assets of the Company as of the end of the most
                  recent fiscal quarter for which financial statements have been
                  filed with the SEC;

            (7)   Indebtedness Incurred by a Receivables Entity in a Qualified
                  Receivables Transaction;

            (8)   Indebtedness arising from the honoring by a bank or other
                  financial institution of a check, draft or similar instrument
                  drawn against insufficient funds in the ordinary course of
                  business; provided, however, that such Indebtedness is
                  extinguished within five Business Days of a Financial
                  Officer's becoming aware of its Incurrence;

            (9)   any Guarantee (other than the Subsidiary Guarantees) by the
                  Company or a Restricted Subsidiary of Indebtedness or other
                  obligations of the Company or any of its Restricted
                  Subsidiaries so long as the Incurrence of such Indebtedness or
                  other obligations by



                                                                              45

                  the Company or such Restricted Subsidiary is permitted under
                  the terms of this Indenture (other than Indebtedness Incurred
                  pursuant to clause (4) above);

            (10)  (A)   Indebtedness of Foreign Subsidiaries in an aggregate
                        principal amount that, when added to all other
                        Indebtedness Incurred pursuant to this clause (10)(A)
                        and then outstanding, will not exceed (i) $900,000,000
                        plus (ii) any amount then permitted to be Incurred
                        pursuant to clause (1) above that the Company instead
                        elects to Incur pursuant to this clause (10)(A); and

                  (B)   Indebtedness of Foreign Subsidiaries Incurred in
                        connection with a Qualified Receivables Transaction in
                        an amount not to exceed (euro)300,000,000 at any one
                        time outstanding;

            (11)  Indebtedness constituting unsecured Indebtedness or Secured
                  Indebtedness in an amount not to exceed $850,000,000 and
                  Refinancing Indebtedness in respect thereof;

            (12)  Indebtedness represented by the Senior Secured Notes and the
                  related Guarantees by Subsidiaries of the Company and
                  Refinancing Indebtedness in respect thereof; and

            (13)  Indebtedness of the Company and the Restricted Subsidiaries in
                  an aggregate principal amount on the date of Incurrence that,
                  when added to all other Indebtedness Incurred pursuant to this
                  clause (13) and then outstanding, will not exceed
                  $150,000,000.

            (c) For purposes of determining the outstanding principal amount of
any particular Indebtedness Incurred pursuant to this Section 4.03:

            (1)   Outstanding Indebtedness Incurred pursuant to any of the
                  Credit Agreements prior to or on the Closing Date shall be
                  deemed to have been Incurred pursuant to clause (1) of
                  paragraph (b) above;

            (2)   Indebtedness permitted by this Section 4.03 need not be
                  permitted solely by reference to one provision permitting such
                  Indebtedness but may be permitted in part by one such
                  provision and in part by one or more other provisions of this
                  covenant permitting such Indebtedness, and

            (3)   in the event that Indebtedness meets the criteria of more than
                  one of the types of Indebtedness described in this Section
                  4.03, the Company, in its sole discretion, shall classify such
                  Indebtedness (or any portion thereof) as of the time of
                  Incurrence and will only be required to include the amount of
                  such Indebtedness in one of



                                                                              46

                  such clauses (provided that any Indebtedness originally
                  classified as Incurred pursuant to Sections 4.03(b)(2) through
                  (b)(13) may later be reclassified as having been Incurred
                  pursuant to Section 4.03(a) or any other of Sections
                  4.03(b)(2) through (b)(13) to the extent that such
                  reclassified Indebtedness could be Incurred pursuant to
                  Section 4.03(a) or one of Sections 4.03(b)(2) through (b)(13),
                  as the case may be, if it were Incurred at the time of such
                  reclassification).

            (d) For purposes of determining compliance with any U.S. dollar or
euro denominated restriction on the Incurrence of Indebtedness where the
Indebtedness Incurred is denominated in a different currency, the amount of such
Indebtedness will be the U.S. Dollar Equivalent or Euro Equivalent, as the case
may be, determined on the date of the Incurrence of such Indebtedness; provided,
however, that if any such Indebtedness denominated in a different currency is
subject to a Currency Agreement with respect to U.S. dollars or euros, as the
case may be, covering all principal, premium, if any, and interest payable on
such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars or
euros will be as provided in such Currency Agreement. The principal amount of
any Refinancing Indebtedness Incurred in the same currency as the Indebtedness
being Refinanced will be the U.S. Dollar Equivalent or Euro Equivalent, as
appropriate, of the Indebtedness Refinanced determined on the date of the
Incurrence of such Indebtedness, except to the extent that (1) such U.S. Dollar
Equivalent or Euro Equivalent was determined based on a Currency Agreement, in
which case the Refinancing Indebtedness will be determined in accordance with
the immediately preceding sentence, and (2) the principal amount of the
Refinancing Indebtedness exceeds the principal amount of the Indebtedness being
Refinanced, in which case the U.S. Dollar Equivalent or Euro Equivalent, as
appropriate, of such excess will be determined on the date such Refinancing
Indebtedness is Incurred.

            SECTION 4.04. Limitation on Restricted Payments. (d) The Company
shall not, and shall not permit any Restricted Subsidiary, directly or
indirectly, to make any Restricted Payment if at the time the Company or such
Restricted Subsidiary makes any Restricted Payment:

            (1)   a Default will have occurred and be continuing (or would
                  result therefrom);

            (2)   the Company could not Incur at least $1.00 of additional
                  Indebtedness under Section 4.03(a); or

            (3)   the aggregate amount of such Restricted Payment and all other
                  Restricted Payments (the amount so expended, if other than in
                  cash, to be determined in good faith by a Financial Officer of
                  the Company, whose determination will be conclusive; provided,
                  however, that with respect to any noncash Restricted Payment
                  in excess of $25,000,000, the amount so expended shall be
                  determined in accordance with the provisions of the definition
                  of



                                                                              47

                  Fair Market Value) declared or made subsequent to the
                  Reference Date would exceed the sum, without duplication, of:

                  (i)   50% of the Consolidated Net Income accrued during the
                        period (treated as one accounting period) from the
                        beginning of the fiscal quarter immediately following
                        the fiscal quarter during which the Reference Date
                        occurs to the end of the most recent fiscal quarter for
                        which financial statements have been filed with the SEC
                        prior to the date of such Restricted Payment (or, in
                        case such Consolidated Net Income will be a deficit,
                        minus 100% of such deficit);

                  (ii)  100% of the aggregate Net Cash Proceeds received by the
                        Company from the issuance or sale of its Capital Stock
                        (other than Disqualified Stock) subsequent to the
                        Reference Date (other than an issuance or sale to a
                        Subsidiary of the Company and other than an issuance or
                        sale to an employee stock ownership plan or to a trust
                        established by the Company or any of its Subsidiaries
                        for the benefit of their employees) and 100% of any cash
                        capital contribution received by the Company from its
                        shareholders subsequent to the Reference Date;

                  (iii) the amount by which Indebtedness of the Company or its
                        Restricted Subsidiaries is reduced on the Company's
                        Consolidated balance sheet upon the conversion or
                        exchange (other than by a Subsidiary of the Company)
                        subsequent to the Reference Date of any Indebtedness of
                        the Company or its Restricted Subsidiaries issued after
                        the Reference Date which is convertible or exchangeable
                        for Capital Stock (other than Disqualified Stock) of the
                        Company (less the amount of any cash or the Fair Market
                        Value of other property distributed by the Company or
                        any Restricted Subsidiary upon such conversion or
                        exchange); and

                  (iv)  an amount equal to the sum of (x) the net reduction in
                        the Investments (other than Permitted Investments) made
                        by the Company or any Restricted Subsidiary in any
                        Person resulting from repurchases, repayments or
                        redemptions of such Investments by such Person, proceeds
                        realized on the sale of such Investment and proceeds
                        representing the return of capital (excluding dividends
                        and distributions), in each case realized by the Company
                        or any Restricted Subsidiary, and (y) to the extent such
                        Person is an Unrestricted Subsidiary, the portion
                        (proportionate to the Company's equity interest in such
                        Subsidiary) of the fair



                                                                              48

                        market value of the net assets of such Unrestricted
                        Subsidiary at the time such Unrestricted Subsidiary is
                        designated a Restricted Subsidiary; provided, however,
                        that the foregoing sum shall not exceed, in the case of
                        any such Person or Unrestricted Subsidiary, the amount
                        of Investments (excluding Permitted Investments)
                        previously made (and treated as a Restricted Payment) by
                        the Company or any Restricted Subsidiary in such Person
                        or Unrestricted Subsidiary.

            (b) The provisions of Section 4.04(a) shall not prohibit:

            (1) any Restricted Payment made out of the Net Cash Proceeds of the
      substantially concurrent sale of, or made by exchange for, Capital Stock
      of the Company (other than Disqualified Stock and other than Capital Stock
      issued or sold to a Subsidiary of the Company or an employee stock
      ownership plan or to a trust established by the Company or any of its
      Subsidiaries for the benefit of their employees to the extent such sale to
      such an employee stock ownership plan or trust is financed by loans from
      or guaranteed by the Company or any Restricted Subsidiary unless such
      loans have been repaid with cash on or prior to the date of determination)
      or a substantially concurrent cash capital contribution received by the
      Company from its shareholders; provided, however, that:

            (A)   such Restricted Payment shall be excluded in the calculation
                  of the amount of Restricted Payments, and

            (B)   the Net Cash Proceeds from such sale applied in the manner set
                  forth in Section 4.04(b)(1) shall be excluded from the
                  calculation of amounts under Section 4.04(a)(3)(ii);

            (2) any prepayment, repayment or Purchase for value of Subordinated
      Obligations of the Company made by exchange for, or out of the proceeds of
      the substantially concurrent sale of, other Subordinated Obligations or
      Indebtedness Incurred under Section 4.03(a); provided, however, that such
      prepayment, repayment or Purchase for value shall be excluded in the
      calculation of the amount of Restricted Payments;

            (3) dividends paid within 60 days after the date of declaration
      thereof if at such date of declaration such dividends would have complied
      with this covenant; provided, however, that such dividends shall be
      included in the calculation of the amount of Restricted Payments;

            (4) any Purchase for value of Capital Stock of the Company or any of
      its Subsidiaries from employees, former employees, directors or former
      directors of the Company or any of its Subsidiaries (or permitted
      transferees of such employees, former employees, directors or former
      directors), pursuant to the terms of agreements (including employment
      agreements) or plans (or



                                                                              49

      amendments thereto) approved by the Board of Directors under which such
      individuals purchase or sell or are granted the option to purchase or
      sell, shares of such Capital Stock; provided, however, that the aggregate
      amount of such Purchases for value will not exceed $10,000,000 in any
      calendar year; provided further, however, that any of the $10,000,000
      permitted to be applied for Purchases under this Section 4.04(b)(4) in a
      calendar year (and not so applied) may be carried forward for use in the
      following two calendar years; provided further, however, that such
      Purchases for value shall be excluded in the calculation of the amount of
      Restricted Payments;

            (5) so long as no Default has occurred and is continuing, payments
      of dividends on Disqualified Stock issued after the Reference Date
      pursuant to Section 4.03; provided, however, that such dividends shall be
      included in the calculation of the amount of Restricted Payments;

            (6) repurchases of Capital Stock deemed to occur upon exercise of
      stock options if such Capital Stock represents a portion of the exercise
      price of such options; provided, however, that such Restricted Payments
      shall be excluded in the calculation of the amount of Restricted Payments;

            (7) so long as no Default has occurred and is continuing, any
      prepayment, repayment or Purchase for value of Subordinated Obligations
      from Net Available Cash to the extent permitted under Section 4.06;
      provided, however, that such prepayment, repayment or Purchase for value
      shall be excluded in the calculation of the amount of Restricted Payments;

            (8) payments to holders of Capital Stock (or to the holders of
      Indebtedness that is convertible into or exchangeable for Capital Stock
      upon such conversion or exchange) in lieu of the issuance of fractional
      shares; provided, however, that such payments shall be excluded in the
      calculation of the amount of Restricted Payments; or

            (9) any Restricted Payment in an amount which, when taken together
      with all Restricted Payments made after the Reference Date pursuant to
      this Section 4.04(b)(9), does not exceed $50,000,000; provided, however,
      that (A) at the time of each such Restricted Payment, no Default shall
      have occurred and be continuing (or result therefrom) and (B) such
      Restricted Payments shall be included in the calculation of the amount of
      Restricted Payments.

            SECTION 4.05. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company shall not, and shall not permit any
Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

            (1) pay dividends or make any other distributions on its Capital
      Stock or pay any Indebtedness or other obligations owed to the Company;

            (2) make any loans or advances to the Company; or



                                                                              50

            (3)   transfer any of its property or assets to the Company, except:

            (A)   any encumbrance or restriction pursuant to applicable law,
                  rule, regulation or order or an agreement in effect at or
                  entered into on the Closing Date;

            (B)   any encumbrance or restriction with respect to a Restricted
                  Subsidiary pursuant to an agreement relating to any
                  Indebtedness Incurred by such Restricted Subsidiary prior to
                  the date on which such Restricted Subsidiary was acquired by
                  the Company (other than Indebtedness Incurred as consideration
                  in, in contemplation of, or to provide all or any portion of
                  the funds or credit support utilized to consummate the
                  transaction or series of related transactions pursuant to
                  which such Restricted Subsidiary became a Restricted
                  Subsidiary or was otherwise acquired by the Company) and
                  outstanding on such date;

            (C)   any encumbrance or restriction pursuant to an agreement
                  effecting a Refinancing of Indebtedness Incurred pursuant to
                  an agreement referred to in Section 4.05(3)(A) or Section
                  4.05(3)(B) or this Section 4.05(3)(C) or contained in any
                  amendment to an agreement referred to in Section 4.05(3)(A) or
                  Section 4.05(3)(B) or this Section 4.05(3)(C); provided,
                  however, that the encumbrances and restrictions contained in
                  any such Refinancing agreement or amendment are no less
                  favorable in any material respect to the Holders than the
                  encumbrances and restrictions contained in such predecessor
                  agreements;

            (D)   in the case of Section 4.05(3), any encumbrance or restriction

                  (i)   that restricts in a customary manner the subletting,
                        assignment or transfer of any property or asset that is
                        subject to a lease, license or similar contract, or the
                        assignment or transfer of any such lease, license or
                        other contract; or

                  (ii)  contained in mortgages, pledges and other security
                        agreements securing Indebtedness of a Restricted
                        Subsidiary to the extent such encumbrance or restriction
                        restricts the transfer of the property subject to such
                        security agreements;

            (E)   with respect to a Restricted Subsidiary, any restriction
                  imposed pursuant to an agreement entered into for the sale or
                  disposition of all or substantially all the Capital Stock or
                  assets of such Restricted Subsidiary pending the closing of
                  such sale or disposition;



                                                                              51

            (F)   any encumbrance or restriction existing under or by reason of
                  Indebtedness or other contractual requirements of a
                  Receivables Entity in connection with a Qualified Receivables
                  Transaction; provided, however, that such restrictions apply
                  only to such Receivables Entity;

            (G)   purchase money obligations for property acquired in the
                  ordinary course of business and Capitalized Lease Obligations
                  that impose restrictions on the property purchased or leased
                  of the nature described in Section 4.05(3);

            (H)   provisions with respect to the disposition or distribution of
                  assets or property in joint venture agreements, asset sale
                  agreements, stock sale agreements and other similar
                  agreements;

            (I)   restrictions on cash or other deposits or net worth imposed by
                  customers, suppliers or, in the ordinary course of business,
                  other third parties; and

            (J)   with respect to any Foreign Subsidiary, any encumbrance or
                  restriction contained in the terms of any Indebtedness, or any
                  agreement pursuant to which such Indebtedness was issued, if:

                  (i)   the encumbrance or restriction applies only in the event
                        of a payment default or a default with respect to a
                        financial covenant contained in such Indebtedness or
                        agreement, or

                  (ii)  at the time such Indebtedness is Incurred, such
                        encumbrance or restriction is not expected to materially
                        affect the Company's ability to make principal or
                        interest payments on the Securities, as determined in
                        good faith by a Financial Officer of the Company, whose
                        determination shall be conclusive.

            SECTION 4.06. Limitation on Sales of Assets and Subsidiary Stock.
(d) The Company shall not, and shall not permit any Restricted Subsidiary to,
make any Asset Disposition unless:

            (1) the Company or such Restricted Subsidiary receives consideration
      (including by way of relief from, or by any other Person assuming sole
      responsibility for, any liabilities, contingent or otherwise) at the time
      of such Asset Disposition at least equal to the Fair Market Value of the
      shares and assets subject to such Asset Disposition,

            (2) at least 75% of the consideration thereof received by the
      Company or such Restricted Subsidiary is in the form of cash or Additional
      Assets; provided, however, that the 75% consideration requirement of this
      Section 4.06(a)(2) shall not apply to any Specified Asset Sale, and



                                                                              52

            (3) an amount equal to 100% of the Net Available Cash from such
      Asset Disposition is applied by the Company (or such Restricted
      Subsidiary, as the case may be):

            (A)   first, to the extent the Company elects (or is required by the
                  terms of any applicable Indebtedness) (i) to prepay, repay,
                  purchase, repurchase, redeem, retire, defease or otherwise
                  acquire for value Senior Indebtedness of the Company or a
                  Subsidiary Guarantor or Indebtedness of a Restricted
                  Subsidiary that is not a Subsidiary Guarantor or (ii) to cause
                  any loan commitment that is available to be drawn under the
                  applicable credit facility and to be Incurred under this
                  Indenture and that when drawn would constitute Secured
                  Indebtedness, to be permanently reduced by the amount of Net
                  Available Cash, in each case, other than Indebtedness owed to
                  the Company or an Affiliate of the Company and other than
                  obligations in respect of Disqualified Stock, within 365 days
                  after the later of the date of such Asset Disposition or the
                  receipt of such Net Available Cash;

            (B)   second, to acquire Additional Assets (or otherwise to make
                  capital expenditures), in each case within 365 days after the
                  later of the date of such Asset Disposition or the receipt of
                  such Net Available Cash;

            (C)   third, to the extent of the balance of such Net Available Cash
                  after application in accordance with Section 4.06(a)(3)(A) and
                  Section 4.06(a)(3)(B), to make an Offer (as defined in Section
                  4.06 (c)) to purchase Securities pursuant to and subject to
                  the conditions set forth in Section 4.06(c); provided,
                  however, that if the Company elects (or is required by the
                  terms of any other Senior Indebtedness), such Offer may be
                  made ratably to purchase the Securities and any Senior
                  Indebtedness of the Company, and

            (D)   fourth, to the extent of the balance of such Net Available
                  Cash after application in accordance with Sections
                  4.06(a)(3)(A), 4.06(a)(3)(B) and 4.06(a)(3)(C), for any
                  general corporate purpose permitted by the terms of this
                  Indenture;

      provided, however that in connection with any prepayment, repayment,
      purchase, repurchase, redemption, retirement, defeasance or other
      acquisition for value of Indebtedness pursuant to Section 4.06(a)(3)(A) or
      Section 4.06(a)(3)(C), the Company or such Restricted Subsidiary shall
      retire such Indebtedness and shall cause the related loan commitment (if
      any) to be permanently reduced in an amount equal to the principal amount
      so prepaid, repaid, purchased, repurchased, redeemed, retired, defeased or
      otherwise acquired for value.



                                                                              53

      Notwithstanding the foregoing provisions of this Section 4.06(a)(3), the
      Company and its Restricted Subsidiaries will not be required to apply any
      Net Available Cash in accordance with this Section 4.06 except to the
      extent that the aggregate Net Available Cash from all Asset Dispositions
      that is not applied in accordance with this Section 4.06 exceeds
      $25,000,000. Pending application of Net Available Cash pursuant to this
      Section 4.06, such Net Available Cash may be used or invested in any
      manner that is not prohibited by this Indenture.

            (b) For the purposes of this covenant, the following are deemed to
be cash:

            (1) the assumption of Indebtedness or other obligations of the
      Company (other than obligations in respect of Disqualified Stock of the
      Company) or any Restricted Subsidiary (other than obligations in respect
      of Disqualified Stock and Preferred Stock of a Restricted Subsidiary that
      is a Subsidiary Guarantor) and the release of the Company or such
      Restricted Subsidiary from all liability on such Indebtedness or
      obligations in connection with such Asset Disposition;

            (2) any Designated Noncash Consideration having an aggregate Fair
      Market Value that, when taken together with all other Designated Noncash
      Consideration received pursuant to this clause and then outstanding, does
      not exceed at the time of the receipt of such Designated Noncash
      Consideration (with the Fair Market Value of each item of Designated
      Noncash Consideration being measured at the time received and without
      giving effect to subsequent changes in value) the greater of (1)
      $200,000,000 and (2) 1.5% of the total Consolidated assets of the Company
      as shown on the most recent balance sheet of the Company filed with the
      SEC;

            (3) securities, notes or similar obligations received by the Company
      or any Restricted Subsidiary from the transferee that are promptly
      converted by the Company or such Restricted Subsidiary into cash; and

            (4) Temporary Cash Investments.

            (c) In the event of an Asset Disposition that requires the purchase
of Securities pursuant to Section 4.06(a)(3)(C), the Company shall be required
(i) to purchase Securities tendered pursuant to an offer by the Company for the
Securities (the "Offer") at a purchase price of 100% of their principal amount
plus accrued and unpaid interest to the date of purchase (subject to the right
of Holders of record on the relevant date to receive interest due on the
relevant interest payment date) in accordance with the procedures (including
prorating in the event of oversubscription), set forth in Section 4.06(d) and
(ii) to purchase other Senior Indebtedness of the Company on the terms and to
the extent contemplated thereby; provided that in no event shall the Company
offer to purchase such Senior Indebtedness of the Company at a purchase price in
excess of 100% of its principal amount (without premium) or, unless otherwise
provided for in such



                                                                              54

Senior Indebtedness, the accreted amount, if issued with original issue
discount, plus accrued and unpaid interest thereon. If the aggregate purchase
price of Securities (and Senior Indebtedness) tendered pursuant to the Offer is
less than the Net Available Cash allotted to the purchase of the Securities (and
other Senior Indebtedness), the Company will apply the remaining Net Available
Cash in accordance with Section 4.06(a)(3)(D). The Company shall not be required
to make an Offer for Securities (and Senior Indebtedness) pursuant to this
covenant if the Net Available Cash available therefor (after application of the
proceeds as provided in Section 4.06(a)(3)(A) and Section 4.06(a)(3)(B)) is less
than $25,000,000 for any particular Asset Disposition (which lesser amount will
be carried forward for purposes of determining whether an Offer is required with
respect to the Net Available Cash from any subsequent Asset Disposition).

            (d) (1) If the aggregate purchase price of Securities (and other
Senior Indebtedness) tendered pursuant to the Offer exceeds the Net Available
Cash allotted to their purchase, the Company shall select the Securities (and
other Senior Indebtedness) to be purchased on a pro rata basis (with such
adjustments as may be deemed appropriate by the Company so that only Securities
and other Senior Indebtedness in denominations of $1,000, or integral multiples
thereof, shall be purchased).

            (2) Promptly, and in any event within 10 days after the Company
      becomes obligated to make an Offer, the Company shall deliver to the
      Trustee and send, by first-class mail to each Holder, a written notice
      stating that the Holder may elect to have his Securities purchased by the
      Company either in whole or in part (subject to prorating as described in
      Section 4.06(d)(1) in the event the Offer is oversubscribed) in integral
      multiples of $1,000 of principal amount at the applicable purchase price.
      The notice shall specify a purchase date not less than 30 days nor more
      than 60 days after the date of such notice (the "Purchase Date").

            (3) Not later than the date upon which written notice of an Offer is
      delivered to the Trustee as provided below, the Company shall deliver to
      the Trustee an Officers' Certificate as to (A) the amount of the Offer
      (the "Offer Amount"), including information as to any other Senior
      Indebtedness included in the Offer for repurchase, (B) the allocation of
      the Net Available Cash from the Asset Dispositions pursuant to which such
      Offer is being made and (C) the compliance of such allocation with the
      provisions of Section 4.06(a) and (c). By 11:00 a.m. New York City time on
      the Purchase Date, the Company shall irrevocably deposit with the Trustee
      or with a Paying Agent (or, if the Company is acting as its own Paying
      Agent, segregate and hold in trust) in Temporary Cash Investments,
      maturing on the last day prior to the Purchase Date or on the Purchase
      Date if funds are immediately available by open of business, an amount
      equal to the Offer Amount to be held for payment in accordance with the
      provisions of this Section. If the Offer includes other Senior
      Indebtedness, the deposit described in the preceding sentence may be made
      with any other paying agent pursuant to arrangements satisfactory to the
      Trustee. Upon the expiration of the period for which the Offer remains
      open (the "Offer Period"), the Company shall deliver to the Trustee for
      cancellation the Securities or portions thereof which have been properly
      tendered to and are to be accepted by the Company.


                                                                              55

      The Trustee shall, on the Purchase Date, mail or deliver payment (or cause
      the delivery of 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 Company to the Trustee is less than the Offer
      Amount applicable to the Securities, the Trustee shall deliver the excess
      to the Company immediately after the expiration of the Offer Period for
      application in accordance with this Section 4.06.

            (4) Holders electing to have a Security purchased shall be required
      to surrender the Security, with an appropriate form duly completed, to the
      Company at the address specified in the notice at least three Business
      Days prior to the Purchase Date. A Holder shall be entitled to withdraw
      its election if the Trustee or the Company receives not later than one
      Business Day prior to the Purchase Date, a telex, facsimile transmission
      or letter setting forth the name of such Holder, the principal amount of
      the Security which was delivered for purchase by such Holder and a
      statement that such Holder is withdrawing its election to have such
      Security purchased. Holders whose Securities are purchased only in part
      shall be issued new Securities equal in principal amount to the
      unpurchased portion of the Securities surrendered.

            (5) At the time the Company delivers Securities to the Trustee which
      are to be accepted for purchase, the Company shall also deliver an
      Officers' Certificate stating that such Securities are to be accepted by
      the Company 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.

            (e) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to this
Section 4.06. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.06, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 4.06 by virtue
thereof.

            SECTION 4.07. Limitation on Transactions with Affiliates. (a) The
Company shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, enter into or conduct any transaction or series of related
transactions (including the purchase, sale, lease or exchange of any property or
the rendering of any service) with any Affiliate of the Company (an "Affiliate
Transaction") unless such transaction is on terms:

            (1) that are no less favorable to the Company or such Restricted
      Subsidiary, as the case may be, than those that could be obtained at the
      time of such transaction in arm's-length dealings with a Person who is not
      such an Affiliate,



                                                                              56

            (2) that, in the event such Affiliate Transaction involves an
      aggregate amount in excess of $25,000,000,

            (A)   are set forth in writing, and

            (B)   have been approved by a majority of the members of the Board
                  of Directors having no personal stake in such Affiliate
                  Transaction and,

            (3) that, in the event such Affiliate Transaction involves an amount
      in excess of $75,000,000, have been determined by a nationally recognized
      appraisal, accounting or investment banking firm to be fair, from a
      financial standpoint, to the Company and its Restricted Subsidiaries.

            (b) The provisions of Section 4.07(a) will not prohibit:

            (1) any Restricted Payment permitted to be paid pursuant to Section
      4.04,

            (2) any issuance of securities, or other payments, awards or grants
      in cash, securities or otherwise pursuant to, or the funding of,
      employment arrangements, stock options and stock ownership plans approved
      by the Board of Directors,

            (3) the grant of stock options or similar rights to employees and
      directors of the Company pursuant to plans approved by the Board of
      Directors,

            (4) loans or advances to employees in the ordinary course of
      business of the Company,

            (5) the payment of reasonable fees and compensation to, or the
      provision of employee benefit arrangements and indemnity for the benefit
      of, directors, officers and employees of the Company and its Restricted
      Subsidiaries in the ordinary course of business,

            (6) any transaction between or among any of the Company, any
      Restricted Subsidiary or any joint venture or similar entity which would
      constitute an Affiliate Transaction solely because the Company or a
      Restricted Subsidiary owns an equity interest in or otherwise controls
      such Restricted Subsidiary, joint venture or similar entity,

            (7) the issuance or sale of any Capital Stock (other than
      Disqualified Stock) of the Company,

            (8) any agreement as in effect on the Closing Date and described in
      the Private Placement Memorandum or in the Company's SEC filings as filed
      on or prior to the Closing Date, or any renewals, extensions or amendments
      of any such agreement (so long as such renewals, extensions or amendments
      are not less



                                                                              57

      favorable in any material respect to the Company or its Restricted
      Subsidiaries) and the transactions evidenced thereby,

            (9) transactions with customers, clients, suppliers or purchasers or
      sellers of goods or services in each case in the ordinary course of
      business and otherwise in compliance with the terms of this Indenture
      which are fair to the Company or its Restricted Subsidiaries, in the
      reasonable determination of the Board of Directors or the senior
      management thereof, or are on terms at least as favorable as could
      reasonably have been obtained at such time from an unaffiliated party, or

            (10) any transaction effected as part of a Qualified Receivables
      Transaction.

            SECTION 4.08. Change of Control. (a) Upon the occurrence of a Change
of Control, each Holder shall have the right to require the Company to purchase
all or any part of such Holder's Securities at a purchase price in cash equal to
101% of the principal amount thereof plus accrued and unpaid interest to the
date of purchase (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), in
accordance with Section 4.08(b).

            (b) Within 30 days following any Change of Control, the Company
shall mail a notice to each Holder with a copy to the Trustee (the "Change of
Control Offer"), stating:

            (1) that a Change of Control has occurred and that such Holder has
      the right to require the Company to purchase all or a portion of such
      Holder's Securities at a purchase price in cash equal to 101% of the
      principal amount thereof, plus accrued and unpaid interest to the date of
      purchase (subject to the right of Holders of record on the relevant record
      date to receive interest on the relevant interest payment date);

            (2) the circumstances and relevant facts and financial information
      regarding such Change of Control;

            (3) the purchase date (which shall be no earlier than 30 days nor
      later than 60 days from the date such notice is mailed); and

            (4) the instructions determined by the Company, consistent with this
      Section 4.08, that a Holder must follow in order to have its Securities
      purchased.

            (c) The Company shall not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.08 applicable to a Change of Control
Offer made by the Company and purchases all Securities validly tendered and not
withdrawn under such Change of Control Offer. In addition, the Company shall not
be required to make a Change of Control Offer upon a Change of Control in
respect of any Securities called for



                                                                              58

redemption to the extent that the Company mails a valid notice of redemption to
Holders prior to the Change of Control, and thereafter redeems all Securities
called for redemption in accordance with the terms set forth in such redemption
notice.

            (d) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the purchase of Securities pursuant to this
Section 4.08. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.08, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 4.08 by virtue
thereof.

            (e) On the purchase date, all Securities purchased by the Company
under this Section 4.08 shall be delivered by the Company to the Trustee for
cancellation, and the Company shall pay the purchase price plus accrued and
unpaid interest, if any, to the Holders entitled thereto.

            SECTION 4.09. Limitation on Liens. The Company shall not, and shall
not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit
to exist any Lien (the "Initial Lien") of any nature whatsoever on any of its
property or assets (including Capital Stock of a Restricted Subsidiary), whether
owned at the Closing Date or thereafter acquired securing any Indebtedness,
other than Permitted Liens, without effectively providing that the Notes shall
be secured equally and ratably with (or prior to) the obligations so secured for
so long as such obligations are so secured.

            Any Lien created for the benefit of the Holders of the Notes
pursuant to the preceding sentence shall provide by its terms that such Lien
shall be automatically and unconditionally released and discharged upon the
release and discharge of the Initial Lien.

            SECTION 4.10. Limitation on Sale/Leaseback Transactions. The Company
shall not, and shall not permit any Restricted Subsidiary to, enter into any
Sale/Leaseback Transaction with respect to any property unless:

            (1)   the Company or such Restricted Subsidiary would be entitled
                  to:

                  (A)   Incur Indebtedness with respect to such Sale/Leaseback
                        Transaction pursuant to Section 4.03 and

                  (B)   create a Lien on such property securing such
                        Indebtedness without equally and ratably securing the
                        Securities pursuant to Section 4.09;

            (2)   the gross proceeds payable to the Company or such Restricted
                  Subsidiary in connection with such Sale/Leaseback Transaction
                  are at least equal to the Fair Market Value of such property;
                  and



                                                                              59

            (3)   the transfer of such property is permitted by, and, if
                  applicable, the Company applies the proceeds of such
                  transaction in compliance with, Section 4.06.

            SECTION 4.11. Future Subsidiary Guarantors. The Company shall cause
each Restricted Subsidiary that Guarantees any Indebtedness of the Company or of
any Subsidiary Guarantor to become a Subsidiary Guarantor, and if applicable,
execute and deliver to the Trustee a supplemental indenture in the form set
forth in Exhibit 3 hereto pursuant to which such Subsidiary shall Guarantee
payment of the Securities. Each Subsidiary Guarantee shall be limited to an
amount not to exceed the maximum amount that can be Guaranteed by that
Subsidiary Guarantor, without rendering the Subsidiary Guarantee, as it relates
to such Subsidiary Guarantor voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.

            SECTION 4.12. Suspension of Certain Covenants. (a) Following the
first day (the "Suspension Date") that:

            (1)   the Securities have an Investment Grade Rating from both of
                  the Rating Agencies, and

            (2) no Default has occurred and is continuing hereunder, the Company
and its Restricted Subsidiaries will not be subject to Sections 4.03, 4.04,
4.05, 4.06, 4.07, 4.11 and Section 5.01(a)(3) (collectively, the "Suspended
Covenants"). In addition, the Company may elect to suspend the Subsidiary
Guarantees.

            (b) In the event that the Company and its Restricted Subsidiaries
are not subject to the Suspended Covenants for any period of time as a result of
the foregoing and on any subsequent date (the "Reversion Date") one or both of
the Rating Agencies withdraws its Investment Grade Rating or downgrades the
rating assigned to the Securities below an Investment Grade Rating, then the
Company and its Restricted Subsidiaries shall thereafter again be subject to the
Suspended Covenants with respect to future events, the Subsidiary Guarantees
shall be reinstated. The period of time between the Suspension Date and the
Reversion Date is referred to herein as the "Suspension Period."

            (c) Notwithstanding that the Suspended Covenants may be reinstated,
no default shall be deemed to have occurred as a result of a failure to comply
with the Suspended Covenants during the Suspension Period. During any Suspension
Period, the Company shall not designate any Subsidiary to be an Unrestricted
Subsidiary unless the Company would have been permitted to designate such
Subsidiary to be an Unrestricted Subsidiary if a Suspension Period had not been
in effect for any period.

            (d) On the Reversion Date, all Indebtedness Incurred during the
Suspension Period shall be classified to have been Incurred pursuant to Section
4.03 (to the extent such Indebtedness would be permitted to be Incurred
thereunder as of the Reversion Date and after giving effect to Indebtedness
Incurred prior to the Suspension



                                                                              60

Period and outstanding on the Reversion Date). To the extent such Indebtedness
would not be so permitted to be Incurred pursuant to Section 4.03(a) or Section
4.03(b), such Indebtedness shall be deemed to have been outstanding on the
Closing Date, so that it is classified as permitted under Section 4.03(b)(3)(B).
Calculations made after the Reversion Date of the amount available to be made as
Restricted Payments under Section 4.04 shall be made as though Section 4.04 had
been in effect since the Closing Date and throughout the Suspension Period.
Accordingly, Restricted Payments made during the Suspension Period shall reduce
the amount available to be made as Restricted Payments under Section 4.04(a) and
the items specified in Section 4.04(a)(3) shall increase the amount available to
be made under Section 4.04(a). For purposes of determining compliance with
Section 4.06(a) and Section 4.06(b), the Net Available Cash from all Asset
Dispositions not applied in accordance with Section 4.06 shall be deemed to be
reset to zero.

            (e) In addition, the Company and the Restricted Subsidiaries may
honor any contractual commitments to take actions after a Reversion Date as long
as such contractual commitments were entered into during a Suspension Period and
not in anticipation of the Securities' no longer having an Investment Grade
Rating from both of the Rating Agencies.

            SECTION 4.13. Compliance Certificate. The Company shall deliver to
the Trustee within 120 days after the end of each fiscal year of the Company an
officers' certificate signed by a Financial Officer complying with TIA Section
314(a)(4) stating (i) that a review of the activities of the Company and the
Subsidiaries during the preceding fiscal year has been made with a view to
determining whether the Company and the Subsidiary Guarantors have fulfilled
their obligations under this Indenture and (ii) that, to the knowledge of such
Financial Officer, no Default or Event of Default occurred during such period
(or, if a Default or Event of Default hereunder shall have occurred, describing
all such Defaults or Events of Default hereunder of which such Financial Officer
may have knowledge and what action the Company has taken, is taking and/or
proposes to take with respect thereto).

            SECTION 4.14. Further Instruments and Acts. Upon request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.



                                                                              61

                                    ARTICLE 5

                                Successor Company

            SECTION 5.01. When Company May Merge or Transfer Assets. (a) The
Company shall not, directly or indirectly, consolidate with or merge with or
into, or convey, transfer or lease all or substantially all its assets, in one
or a series of related transactions, to, any Person, unless:

            (1) the resulting, surviving or transferee Person (the "Successor
      Company") will be a corporation organized and existing under the laws of
      the United States of America, any State thereof or the District of
      Columbia and the Successor Company (if not the Company) will expressly
      assume, by a supplemental indenture, executed and delivered to the
      Trustee, in form satisfactory to the Trustee, all the obligations of the
      Company under the Securities and this Indenture;

            (2) immediately after giving effect to such transaction (and
      treating any Indebtedness which becomes an obligation of the Successor
      Company or any Restricted Subsidiary as a result of such transaction as
      having been Incurred by the Successor Company or such Restricted
      Subsidiary at the time of such transaction), no Default shall have
      occurred and be continuing;

            (3) immediately after giving effect to such transaction, (A) the
      Successor Company would be able to Incur an additional $1.00 of
      Indebtedness under Section 4.03(a) or (B) the Consolidated Coverage Ratio
      for the Successor Company would be greater than such ratio for the Company
      and its Restricted Subsidiaries immediately prior to such transaction; and

            (4) the Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that such
      consolidation, merger or transfer and such supplemental indenture (if any)
      comply with this Indenture.

            (b) The Successor Company shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture, and
the predecessor Company, other than in the case of a lease, shall be released
from the obligation to pay the principal of and interest on the Securities.

            (c) The Company shall not permit any Subsidiary Guarantor to,
directly or indirectly, consolidate with or merge with or into, or convey,
transfer or lease all or substantially all of its assets, in or a series of
related transactions, to any Person unless:

            (1) except in the case of a Subsidiary Guarantor (i) that has been
      disposed of in its entirety to another Person (other than to the Company
      or an Affiliate of the Company), whether through a merger, consolidation
      or sale of Capital Stock or assets or (ii) that, as a result of the
      disposition of all or a portion of its Capital Stock, ceases to be a
      Subsidiary, the resulting, surviving or



                                                                              62

      transferee Person (the "Successor Guarantor") shall be a corporation
      organized and existing under the laws of the United States of America, any
      State thereof or the District of Columbia, and such Person (if not such
      Subsidiary Guarantor) shall expressly assume, by a supplemental indenture,
      executed and delivered to the Trustee, in form satisfactory to the
      Trustee, all the obligations of such Subsidiary Guarantor under its
      Subsidiary Guarantee;

            (2) immediately after giving effect to such transaction (and
      treating any Indebtedness which becomes an obligation of the Successor
      Guarantor or any Restricted Subsidiary as a result of such transaction as
      having been Incurred by the Successor Guarantor or such Restricted
      Subsidiary at the time of such transaction), no Default shall have
      occurred and be continuing; and

            (3) the Company will have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that such
      consolidation, merger or transfer and such supplemental indenture (if any)
      comply with this Indenture.

            (d) Notwithstanding the foregoing:

            (1) any Restricted Subsidiary may Consolidate with, merge into or
      transfer all or part of its properties and assets to the Company or any
      Subsidiary Guarantor and

            (2) the Company may merge with an Affiliate incorporated solely for
      the purpose of reincorporating the Company in another jurisdiction within
      the United States of America, any State thereof or the District of
      Columbia to realize tax or other benefits.

                                    ARTICLE 6

                              Defaults and Remedies

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

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

            (2) the Company defaults in the payment of principal of any Security
      when the same becomes due and payable at its Stated Maturity, upon
      optional redemption or required repurchase, upon declaration of
      acceleration or otherwise;

            (3) the Company or any Subsidiary Guarantor fails to comply with its
      obligations under Section 5.01;

            (4) the Company or any Restricted Subsidiary fails to comply with
      Section 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 or 4.12 (in
      each case,



                                                                              63

      other than a failure to purchase Securities) and such failure continues
      for 30 days after the notice from the Trustee or the Holders specified
      below;

            (5) the Company or any Restricted Subsidiary fails to comply with
      its agreements contained in the Securities or this Indenture (other than
      those referred to in clauses (1), (2), (3) or (4) above) and such failure
      continues for 60 days after the notice from the Trustee or the Holders
      specified below;

            (6) the Company or any Restricted Subsidiary fails to pay any
      Indebtedness (other than Indebtedness owing to the Company or a Restricted
      Subsidiary) within any applicable grace period after final maturity or the
      acceleration of any such Indebtedness by the holders thereof because of a
      default if the total amount of such Indebtedness unpaid or accelerated
      exceeds $50,000,000 or its foreign currency equivalent;

            (7) the Company or any Significant Subsidiary pursuant to or within
      the meaning of any Bankruptcy Law:

                  (A) commences a voluntary case;

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

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

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

      or takes any comparable action under any foreign laws relating to
      insolvency;

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

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

                  (B) appoints a Custodian of the Company or any Significant
            Subsidiary or for any substantial part of its property; or

                  (C) orders the winding up or liquidation of the Company or any
            Significant Subsidiary;

            or any similar relief is granted under any foreign laws and the
            order or decree remains unstayed and in effect for 60 days;

            (9) any final and nonappealable judgment or decree (not covered by
      insurance) for the payment of money in excess of $50,000,000 or its
      foreign currency equivalent (treating any deductibles, self-insurance or
      retention as not so



                                                                              64

      covered) is rendered against the Company or a Significant Subsidiary and
      such final judgment or decree remains outstanding and is not satisfied,
      discharged or waived within a period of 60 days following such judgment;
      or

            (10) any Subsidiary Guarantee ceases to be in full force and effect
      in all material respects (except as contemplated by the terms thereof) or
      any Subsidiary Guarantor denies or disaffirms such Subsidiary Guarantor's
      obligations under this Indenture or any Subsidiary Guarantee and such
      Default continues for 10 days after receipt of the notice specified below.

The foregoing shall constitute Events of Default whatever the reason for any
such Event of Default and whether such Event of Default is voluntary or
involuntary or is 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.

            Notwithstanding the foregoing, a default under Section 6.01(4),
6.01(5), 6.01(6), 6.01(9) or 6.01(10) (only with respect to any Subsidiary
Guarantor that is not a Significant Subsidiary) shall not constitute an Event of
Default until the Trustee notifies the Company or the Holders of at least 25% in
principal amount of the outstanding Securities notify the Company and the
Trustee of the default and the Company or the Subsidiary Guarantor, as
applicable, does not cure such default within any applicable time specified in
Section 6.01(4), 6.01(5), 6.01(6), 6.01(9) or 6.01(10) hereof after receipt of
such notice.

            The term "Bankruptcy Law" means Title 11, United States Code, or any
similar Federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.

            The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice of any Event of Default under Section
6.01(6), 6.01(10), or 6.01(11) and any event which with the giving of notice or
the lapse of time would become an Event of Default under Section 6.01(4),
6.01(5) or 6.01(9), its status and what action the Company is taking or proposes
to take with respect thereto.

            SECTION 6.02. Acceleration. If an Event of Default (other than an
Event of Default specified in Section 6.01(7) or 6.01(8)) occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the outstanding Securities by notice to the Company may declare the principal of
and accrued but unpaid interest on all the Securities to be due and payable.
Upon such a declaration, such principal and interest will be due and payable
immediately. If an Event of Default specified in Section 6.01(7) or 6.01(8) with
respect to the Company occurs, the principal of and interest on all the
Securities shall become immediately due and payable without any declaration or
other act on the part of the Trustee or any Holders. The Holders of a majority
in principal amount of the Securities by notice to the Trustee may rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived except nonpayment of principal or



                                                                              65

interest that has become due solely because of acceleration. No such rescission
shall affect any subsequent Default or impair any right consequent thereto.

            SECTION 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.

            The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

            SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in
principal amount of the Securities by notice to the Trustee may waive an
existing Default and its consequences except (a) a Default in the payment of the
principal of or interest on a Security (b) a Default arising from the failure to
redeem or purchase any Security when required pursuant to this Indenture or (c)
a Default in respect of a provision that under Section 9.02 cannot be amended
without the consent of each Holder affected. When a Default is waived, it is
deemed cured, but no such waiver shall extend to any subsequent or other Default
or impair any consequent right.

            SECTION 6.05. Control by Majority. The Holders of a majority in
principal amount of the Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to
the rights of any other Holder or that would involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. Subject to
Section 7.01, if an Event of Default has occurred and is continuing, the Trustee
shall be under no obligation to exercise any of the rights or powers under this
Indenture at the request or direction of any of the Holders, unless such Holders
have offered to the Trustee reasonable indemnity against any loss, liability or
expense which might be incurred by it in compliance with such request or
direction.

            SECTION 6.06. Limitation on Suits. Except to enforce the right to
receive payment of principal, premium (if any) or interest when due, no Holder
may pursue any remedy with respect to this Indenture or the Securities unless:

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

            (2) the Holders of at least 25% in principal amount of the
      outstanding Securities make a written request to the Trustee to pursue the
      remedy;



                                                                              66

            (3) such Holder or Holders offer to the Trustee reasonable indemnity
      against any loss, liability or expense;

            (4) the Trustee does not comply with the request within 60 days
      after receipt of the request and the offer of indemnity; and

            (5) the Holders of a majority in principal amount of the Securities
      do not give the Trustee a direction inconsistent with the request during
      such 60-day period.

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

            SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal of and interest on the Securities held by such Holder, on
or after the respective due dates expressed in the Securities, or to bring suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.

            SECTION 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(1) or 6.01(2) occurs and is continuing, the Trustee
may recover judgment in its own name and as trustee of an express trust against
the Company for the whole amount then due and owing (together with interest on
any unpaid interest to the extent lawful) and the amounts provided for in
Section 7.07.

            SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders allowed in
any judicial proceedings relative to the Company, its creditors or its property
and, unless prohibited by law or applicable regulations, may vote on behalf of
the Holders in any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding
is hereby authorized by each Holder to make payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 7.07.

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

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

            SECOND: to Holders for amounts due and unpaid on the Securities for
      principal and interest, ratably, without preference or priority of any
      kind, according to the amounts due and payable on the Securities for
      principal and interest, respectively; and



                                                                              67

            THIRD: to the Company.

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

            SECTION 6.11. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of
more than 10% in principal amount of the Securities.

            SECTION 6.12. Waiver of Stay or Extension Laws. The Company (to the
extent it may lawfully do so) shall not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and shall not hinder, delay or impede the execution
of any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law had been enacted.

                                    ARTICLE 7

                                     Trustee

            SECTION 7.01. Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent Person would exercise or use under the circumstances
in the conduct of such Person's own affairs.

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

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

            (2) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture.
      However, the Trustee shall



                                                                              68

      examine the certificates and opinions to determine whether or not they
      conform to the requirements of this Indenture.

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

            (1) this paragraph does not limit the effect of paragraph (b) of
      this Section;

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

            (3) the Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.05.

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

            (e) (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

            (f) Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.

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

            (h) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

            SECTION 7.02. Rights of Trustee. (a) The Trustee may rely on any
document believed by it to be genuine and to have been signed or presented by
the proper person. The Trustee need not investigate any fact or matter stated in
the document.

            (b) Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
the Officers' Certificate or Opinion of Counsel.

            (c) The Trustee may act through agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care.



                                                                              69

            (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers; provided, however, that the Trustee's conduct does not constitute wilful
misconduct or negligence.

            (e) The Trustee may consult with counsel, and the advice or opinion
of counsel with respect to legal matters relating to this Indenture and the
Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.

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

            (g) The Trustee shall not be bound to ascertain or inquire as to the
performance or observance of any covenants, conditions, or agreements on the
part of the Company, except as otherwise set forth herein, but the Trustee may
require of the Company full information and advice as to the performance of the
covenants, conditions and agreements contained herein.

            (h) The permissive rights of the Trustee to do things enumerated in
this Indenture shall not be construed as a duty and, with respect to such
permissive rights, the Trustee shall not be answerable for other than its
negligence or willful misconduct;

            (i) Except for a default under Sections 6.01(1) or (2) hereof, the
Trustee shall not be deemed to have notice or be charged with knowledge of any
Default or Event of Default unless a Trust Officer shall have received from the
Company or the Holders of not less than 25% in aggregate principal amount of the
Securities then outstanding written notice thereof at its address set forth in
Section 11.02 hereof, and such notice references the Securities and this
Indenture. In the absence of any such notice, the Trustee may conclusively
assume that no Default or Event of Default exists.

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

            SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement of the Company in this Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee's certificate of authentication.

            SECTION 7.05. Notice of Defaults. If a Default occurs and is
continuing and is actually known to a Trust Officer, the Trustee shall mail to
each Holder notice of the Default within the earlier of 90 days after it occurs
or 30 days after it is actually



                                                                              70

known to a Trust Officer or written notice of it is received by the Trustee.
Except in the case of a Default in the payment of principal of, premium (if any)
or interest on any Security (including payments pursuant to the redemption
provisions of such Security), the Trustee may withhold notice if and so long as
a committee of its Trust Officers in good faith determines that withholding
notice is in the interests of the Holders.

            SECTION 7.06. Reports by Trustee to Holders. At the expense of the
Company, as promptly as practicable after each January 1 beginning with January
1, 2005, and in any event prior to March 1 in each such year, the Trustee shall
mail to each Holder a brief report dated as of such January 1 that complies with
TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b).

            A copy of each report at the time of its mailing to Holders shall be
filed with the SEC and each stock exchange (if any) on which the Securities are
listed. The Company agrees to notify promptly the Trustee whenever the
Securities become listed on any stock exchange and of any delisting thereof.

            SECTION 7.07. Compensation and Indemnity. The Company shall pay to
the Trustee from time to time reasonable compensation for its services as shall
be agreed to in writing from time to time by the Company and the Trustee. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company shall indemnify the Trustee, its agents, representatives,
officers, directors, employees and attorneys against any and all loss, liability
or expense (including reasonable attorneys' fees) incurred by it in connection
with the administration of this trust and the performance of its duties
hereunder. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend the
claim and the Trustee shall provide reasonable cooperation in such defense. The
Trustee may have separate counsel and the Company shall pay the fees and
expenses of such counsel reasonably acceptable to the Company, provided,
however, that the Company shall not be required to pay such fees and expenses if
the Company assumes such defense unless there is a conflict of interest between
the Company and the Trustee in connection with such defense as determined by
Trustee in consultation with counsel. The Company need not reimburse any expense
or indemnify against any loss, liability or expense incurred by the Trustee
through the Trustee's own wilful misconduct, negligence or bad faith.

            To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee other than money or property held in trust to pay
principal of and interest on particular Securities.


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            The Company's payment obligations pursuant to this Section shall
survive the resignation or removal of the Trustee and the discharge of this
Indenture. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.01(7) or (8) with respect to the Company, the expenses
are intended to constitute expenses of administration under the Bankruptcy Law.

            SECTION 7.08. Replacement of Trustee. The Trustee may resign at any
time by so notifying the Company. The Holders of a majority in principal amount
of the Securities may remove the Trustee by so notifying the Trustee and may
appoint a successor Trustee. The Company shall remove the Trustee if:

            (1) the Trustee fails to comply with Section 7.10;

            (2) the Trustee is adjudged bankrupt or insolvent;

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

            (4) the Trustee otherwise becomes incapable of acting.

            If the Trustee resigns, is removed by the Company or by the Holders
of a majority in principal amount of the Securities and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee.

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

            If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee or the Holders of
10% in principal amount of the Securities may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

            If the Trustee fails to comply with Section 7.10, unless the
Trustee's duty to resign is stayed as provided in TIA Section 310(b), any Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

            Notwithstanding the replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 7.07 shall continue for the
benefit of the retiring Trustee.



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

            In case at the time such successor or successors by merger,
conversion or consolidation 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 to the Trustee; and in all such cases such certificates 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.

            SECTION 7.10. Eligibility; Disqualification. The Trustee shall at
all times satisfy the requirements of TIA Section 310(a). The Trustee shall have
a combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

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

                                    ARTICLE 8

                       Discharge of Indenture; Defeasance

            SECTION 8.01. Discharge of Liability on Securities; Defeasance. (a)
When (1) the Company delivers to the Trustee all outstanding Securities (other
than Securities replaced pursuant to Section 2.07) for cancellation or (2) all
outstanding Securities have become due and payable, whether at maturity or on a
redemption date as a result of the mailing of a notice of redemption pursuant to
Article 3 hereof and, in the case of clause (2), the Company irrevocably
deposits with the Trustee funds or U.S. Government Obligations sufficient to pay
at maturity or upon redemption all outstanding Securities, including premium, if
any, and interest thereon to maturity or such redemption date (other than
Securities replaced pursuant to Section 2.07), and if in either case the Company
pays all other sums payable hereunder by the Company, then this Indenture shall,
subject to Section 8.01(c), cease to be of further effect. Upon satisfaction of
the above conditions, the Trustee shall acknowledge satisfaction and discharge
of this Indenture.



                                                                              73

            (b) Subject to Sections 8.01(c) and 8.02, the Company at any time
may terminate (1) all its obligations under the Securities and this Indenture
with respect to any series of Securities ("legal defeasance option") or (2) its
obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10,
4.11 and 4.12 and the operation of Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8)
and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to
Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3)
("covenant defeasance option"). The Company may exercise its legal defeasance
option notwithstanding its prior exercise of its covenant defeasance option.

            If the Company exercises its legal defeasance option, payment of the
Securities may not be accelerated because of an Event of Default with respect
thereto. If the Company exercises its covenant defeasance option, payment of the
applicable series of Securities may not be accelerated because of an Event of
Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9)
(but, in the case of Sections 6.01(7) and (8), with respect only to Significant
Subsidiaries) or because of the failure of the Company to comply with Section
5.01(a)(3). In the event that the Company exercises its legal defeasance option
or its covenant defeasance option, each Subsidiary Guarantor will be released
from all of its obligations with respect to its Subsidiary Guarantee.

            Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.

            (c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in
this Article 8 shall survive until the Securities have been paid in full.
Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall
survive.

            SECTION 8.02. Conditions to Defeasance. The Company may exercise its
legal defeasance option or its covenant defeasance option only if:

            (1) the Company irrevocably deposits in trust with the Trustee money
      in U.S. Dollars in an amount sufficient or U.S. Government Obligations,
      the principal of and interest on which shall be sufficient, or a
      combination thereof sufficient, to pay the principal of, premium (if any)
      and interest in respect of the Securities to redemption or maturity, as
      the case may be;

            (2) the Company delivers to the Trustee a certificate from a
      nationally recognized firm of independent accountants expressing their
      opinion that the payments of principal and interest when due and without
      reinvestment on the deposited U.S. Government Obligations plus any
      deposited money without investment will provide cash at such times and in
      such amounts as will be sufficient to pay principal and interest when due
      on all the Securities to maturity or redemption, as the case may be;



                                                                              74

            (3) 91 days pass after the deposit is made and during the 91-day
      period no Default specified in Sections 6.01(7) or (8) with respect to the
      Company occurs which is continuing at the end of the period;

            (4) the deposit does not constitute a default under any other
      material agreement binding on the Company;

            (5) the Company delivers to the Trustee an Opinion of Counsel to the
      effect that the trust resulting from the deposit does not constitute, or
      is qualified as, a regulated investment company under the Investment
      Company Act of 1940;

            (6) in the case of the legal defeasance option, the Company shall
      have delivered to the Trustee an Opinion of Counsel stating that (A) the
      Company has received from, or there has been published by, the Internal
      Revenue Service a ruling, or (B) since the date of this Indenture there
      has been a change in the applicable Federal income tax law, in either case
      to the effect that, and based thereon such Opinion of Counsel shall
      confirm that, the Holders will not recognize income, gain or loss for
      Federal income tax purposes as a result of such deposit and defeasance and
      will be subject to Federal income tax on the same amounts, in the same
      manner and at the same times as would have been the case if such deposit
      and defeasance had not occurred; and

            (7) in the case of the covenant defeasance option, the Company shall
      have delivered to the Trustee an Opinion of Counsel to the effect that the
      Holders will not recognize income, gain or loss for Federal income tax
      purposes as a result of such deposit and covenant defeasance and will be
      subject to Federal income tax on the same amounts, in the same manner and
      at the same times as would have been the case if such deposit and covenant
      defeasance had not occurred.

            Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 3.

            SECTION 8.03. Application of Trust Money. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article 8. It shall apply the deposited money and the money from U.S. Government
Obligations, as the case may be, through the Paying Agent and in accordance with
this Indenture to the payment of principal of and interest on the Securities.

            SECTION 8.04. Repayment to Company. The Trustee and the Paying Agent
shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.

            Subject to any applicable abandoned property law, the Trustee and
the Paying Agent shall pay to the Company upon request any money held by them
for the payment of principal or interest that remains unclaimed for two years,
and, thereafter, Holders entitled to the money must look to the Company for
payment as general creditors.


                                                                              75

            SECTION 8.05. Indemnity for Government Obligations. The Company
shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the
principal and interest received on such U.S. Government Obligations.

            SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article 8 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's and each Subsidiary
Guarantor's obligations under this Indenture, each Subsidiary Guarantee and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article 8 until such time as the Trustee or Paying Agent is
permitted to apply all such money or U.S. Government Obligations in accordance
with this Article 8; provided, however, that, if the Company has made any
payment of interest on or principal of any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.

                                    ARTICLE 9

                                   Amendments

            SECTION 9.01. Without Consent of Holders. The Company, the
Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities
without notice to or consent of any Holder:

            (1) to cure any ambiguity, omission, defect or inconsistency;

            (2) to provide for the assumption by a successor corporation of the
      obligations of the Company under this Indenture in compliance with Article
      5;

            (3) to provide for uncertificated Securities in addition to or in
      place of certificated Securities; provided, however, that the
      uncertificated Securities are issued in registered form for purposes of
      Section 163(f) of the Code or in a manner such that the uncertificated
      Securities are described in Section 163(f)(2)(B) of the Code;

            (4) to add Guarantees with respect to the Securities or to confirm
      and evidence the release, termination or discharge of any such Guarantee
      when such release, termination or discharge is permitted under this
      Indenture;

            (5) to add to the covenants of the Company for the benefit of the
      Holders or to surrender any right or power herein conferred upon the
      Company;

            (6) to make any change that does not adversely affect the rights of
      any Holder in any material respect, subject to the provisions of this
      Indenture;



                                                                              76

            (7) to comply with any requirement of the SEC in connection with
      qualifying, or maintaining the qualification of, this Indenture under the
      TIA;

            (8) to make any amendment to the provisions of this Indenture
      relating to form, authentication, transfer and legending of Securities;
      provided, however, that (A) compliance with this Indenture as so amended
      would not result in Securities being transferred in violation of the
      Securities Act or any other applicable securities law and (B) such
      amendment does not materially affect the rights of Holders to transfer
      Securities; or

            (9) to provide for the issuance of the Exchange Securities or
      Additional Securities in accordance with the terms of this Indenture.

            After an amendment under this Section becomes effective, the Company
shall mail to Holders a notice briefly describing such amendment. The failure to
give such notice to all Holders, or any defect therein, shall not impair or
affect the validity of an amendment under this Section.

            SECTION 9.02. With Consent of Holders. (a) The Company, the
Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities
with the written consent of the Holders of at least a majority in principal
amount of the Securities then outstanding (including consents obtained in
connection with a tender offer or exchange for the Securities). Any existing
Default or compliance with any provisions of this Indenture or the Securities
may be waived with the consent of the Holders of at least a majority in
principal amount of the Securities then outstanding, subject to the restrictions
of Section 6.04 and this Section 9.02. Notwithstanding the foregoing, without
the consent of each Holder affected thereby, an amendment or waiver may not:

            (1) reduce the amount of Securities whose Holders must consent to an
      amendment;

            (2) reduce the rate of or extend the time for payment of interest on
      any Security;

            (3) reduce the principal of or extend the Stated Maturity of any
      Security;

            (4) reduce the premium payable upon the redemption of any Security
      or change the time at which a Security may be redeemed pursuant to Article
      3 hereto or paragraph 6 of the Securities;

            (5) make any Security payable in money other than that stated in the
      Security;

            (6) impair the right of any Holder to receive payment of principal
      of, and interest on, such Holder's Securities on or after the due dates
      therefor or to institute suit for the enforcement of any payment on or
      with respect to such Holder's Securities;



                                                                              77

            (7) make any change in Section 6.04 or 6.07 or the second sentence
      of this Section 9.02; or

            (8) make any change in, or release other than in accordance with
      this Indenture, any Subsidiary Guarantee that would adversely affect the
      Holders.

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

            After an amendment under this Section becomes effective, the Company
shall mail to Holders a notice briefly describing such amendment. The failure to
give such notice to all Holders, or any defect therein, shall not impair or
affect the validity of an amendment under this Section.

            SECTION 9.03. Compliance with Trust Indenture Act. Every amendment
to this Indenture or the Securities shall comply with the TIA as then in effect.

            SECTION 9.04. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. After an
amendment or waiver becomes effective, it shall bind every Holder. An amendment
or waiver becomes effective upon the execution of such amendment or waiver by
the Trustee.

            The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall be valid or effective for more than 120
days after such record date.

            SECTION 9.05. Notation on or Exchange of Securities. If an amendment
changes the terms of a Security, the Trustee may require the Holder of the
Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.



                                                                              78

            SECTION 9.06. Trustee To Sign Amendments. The Trustee shall sign any
amendment authorized pursuant to this Article 9 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture.

            SECTION 9.07. Payment for Consent. Neither the Company nor any
Affiliate of the Company shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.

                                   ARTICLE 10

                              Subsidiary Guarantees

            SECTION 10.01. Guarantees. (a) Each Subsidiary Guarantor hereby
irrevocably and unconditionally guarantees, as a primary obligor and not merely
as a surety, the due and punctual payment and performance of all of the
Guaranteed Obligations of such Subsidiary Guarantor, jointly with the other
Subsidiary Guarantors and severally. Each of the Subsidiary Guarantors further
agrees that its Guaranteed Obligations may be extended or renewed, in whole or
in part, without notice to or further assent from it, and that it will remain
bound upon its guarantee notwithstanding any extension or renewal of any such
Guaranteed Obligation. Each of the Subsidiary Guarantors waives presentment to,
demand of payment from and protest to the Company or any Subsidiary Guarantor of
any of its Guaranteed Obligations, and also waives notice of acceptance of its
guarantee, notice of protest for nonpayment and all similar formalities.

            (b) Each of the Subsidiary Guarantors further agrees that its
guarantee hereunder constitutes a guarantee of payment when due and not of
collection, and waives any right to require that any resort be had by the
Trustee or any Holder to any security held for the payment of its Guaranteed
Obligations or to any balance of any deposit account or credit on the books of
the Trustee or any Holder in favor of the Company.

            (c) Except for termination of a Subsidiary Guarantor's obligations
hereunder or a release of such Subsidiary Guarantor pursuant to Section 10.06,
the obligations of each Subsidiary Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason, including
any claim of waiver, release, surrender, alteration or compromise, and shall not
be subject to any defense or set-off, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations of such Subsidiary Guarantor or otherwise. Without
limiting the generality of the foregoing, the obligations of each


                                                                              79

Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise
affected by (i) the failure of the Trustee or any Holder to assert any claim or
demand or to enforce any right or remedy under the provisions of this Indenture
or otherwise; (ii) any rescission, waiver, amendment or modification of, or any
release from any of the terms or provisions of, this Indenture or any other
agreement, including with respect to any other Subsidiary Guarantor under this
Agreement; (iii) any default, failure or delay, wilful or otherwise, in the
performance of the Guaranteed Obligations of such Subsidiary Guarantor; or (iv)
any other act or omission that may or might in any manner or to any extent vary
the risk of such Subsidiary Guarantor or otherwise operate as a discharge of
such Subsidiary Guarantor as a matter of law or equity (other than the
indefeasible payment in full in cash of all the Guaranteed Obligations of such
Guarantor).

            (d) To the fullest extent permitted by applicable law, each
Subsidiary Guarantor waives any defense based on or arising out of any defense
of the Company or any other Subsidiary Guarantor or the unenforceability of the
Guaranteed Obligations of such Subsidiary Guarantor or any part thereof from any
cause, or the cessation from any cause of the liability of the Company or any
other Subsidiary Guarantor, other than the indefeasible payment in full in cash
of all the Guaranteed Obligations of such Subsidiary Guarantor. The Trustee may,
at its election, compromise or adjust any part of the Guaranteed Obligations,
make any other accommodation with the Company or any Subsidiary Guarantor or
exercise any other right or remedy available to them against the Company or any
Subsidiary Guarantor, in each case without affecting or impairing in any way the
liability of any Subsidiary Guarantor hereunder except to the extent the
Guaranteed Obligations of such Subsidiary Guarantor have been fully and
indefeasibly paid in full in cash. To the fullest extent permitted by applicable
law, each Subsidiary Guarantor waives any defense arising out of any such
election even though such election operates, pursuant to applicable law, to
impair or to extinguish any right of reimbursement or subrogation or other right
or remedy of such Subsidiary Guarantor against the Company or any other
Subsidiary Guarantor, as the case may be.

            (e) Each of the Subsidiary Guarantors agrees that its guarantee
hereunder shall continue to be effective or be reinstated, as the case may be,
if at any time payment, or any part thereof, of any Guaranteed Obligation of
such Subsidiary Guarantor is rescinded or must otherwise be restored by the
Trustee upon the bankruptcy or reorganization of the Company, any other
Subsidiary Guarantor or otherwise.

            SECTION 10.02. Limitation on Liability. Any term or provision of
this Indenture to the contrary notwithstanding, the maximum aggregate amount of
the Guaranteed Obligations guaranteed hereunder by any Subsidiary Guarantor
shall not exceed the maximum amount that can be hereby guaranteed without
rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable
under applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.

            SECTION 10.03. Successors and Assigns. This Article 10 shall be
binding upon each Subsidiary Guarantor and its successors and assigns and shall
inure to the benefit of the successors, transferees and assigns of the Trustee
and the Holders and,



                                                                              80

in the event of any transfer or assignment of rights by any Holder or the
Trustee, the rights and privileges conferred upon that party in this Indenture
and in the Securities shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions of this
Indenture.

            SECTION 10.04. No Waiver. Neither a failure nor a delay on the part
of either the Trustee or the Holders in exercising any right, power or privilege
under this Article 10 shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of any right,
power or privilege. The rights, remedies and benefits of the Trustee and the
Holders herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article 10 at law,
in equity, by statute or otherwise.

            SECTION 10.05. Modification. No modification, amendment or waiver of
any provision of this Article 10, nor the consent to any departure by any
Subsidiary Guarantor therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Trustee, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. No notice to or demand on any Subsidiary Guarantor in any case shall
entitle such Subsidiary Guarantor to any other or further notice or demand in
the same, similar or other circumstances.

            SECTION 10.06. Release of Subsidiary Guarantor. A Subsidiary
Guarantor shall be released from its obligations under this Article 10 (other
than any obligation that may have arisen under Section 10.07):

            (1) upon the sale (including any sale pursuant to any exercise of
      remedies by a holder of Indebtedness of the Company or of such Subsidiary
      Guarantor) or other disposition (including by way of consolidation or
      merger) of a Subsidiary Guarantor,

            (2) upon the sale or disposition of all or substantially all the
      assets of such Subsidiary Guarantor;

            (3) upon the designation of such Subsidiary Guarantor as an
      Unrestricted Subsidiary in accordance with the terms of this Indenture,

            (4) unless there is then existing an Event of Default, at such time
      and for so long as any such Subsidiary Guarantor that became a Subsidiary
      Guarantor after the Closing Date pursuant to Section 4.11 does not
      Guarantee any Indebtedness that would have required such Subsidiary
      Guarantor to enter into a Supplemental Indenture pursuant to Section 4.11
      and the Company provides an Officers' Certificate to the Trustee
      certifying that no such Guarantee is outstanding and the Company elects to
      have such Subsidiary Guarantor released from this Article 10, or

            (5) at any time during a Suspension Period if the Company provides
      an Officers' Certificate to the Trustee stating that the Company elects to
      have such Subsidiary Guarantor released from this Article 10, or


                                                                              81

            (6) upon the exercise by the Company of its legal defeasance option
      or its covenant defeasance option or if the Obligations of the Company
      under the Indenture and the Securities are discharged pursuant to Article
      8;

provided, however, that in the case of clauses (1) and (2) above, (i) such sale
or other disposition is made to a Person other than the Company or a Subsidiary
of the Company, (ii) such sale or disposition is otherwise permitted by this
Indenture and (iii) the Company complies with its obligations under Section
4.06.

At the request of the Company, the Trustee shall execute and deliver an
appropriate instrument evidencing such release.

            SECTION 10.07. Contribution. Each Subsidiary Guarantor that makes a
payment under its Subsidiary Guarantee shall be entitled upon payment in full of
all Guaranteed Obligations under this Indenture to a contribution from each
other Subsidiary Guarantor in an amount equal to such other Subsidiary
Guarantor's pro rata portion of such payment based on the respective net assets
of all the Subsidiary Guarantors at the time of such payment determined in
accordance with GAAP.

                                   ARTICLE 11

                                  Miscellaneous

            SECTION 11.01. Trust Indenture Act Controls. If any provision of
this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

            SECTION 11.02. Notices. Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail addressed as
follows:

            if to the Company or any Subsidiary Guarantor:

                  The Goodyear Tire & Rubber Company
                  1144 East Market Street
                  Akron, Ohio 44216
                  fax:

                  Attention of Treasurer

                  if to the Trustee:

                  Wells Fargo Bank, N.A.
                  MAC N9303-120
                  6th and Marquette Avenue
                  Minneapolis, Minnesota 55479
                  fax: 612-667-9825

                  Attention of Wells Fargo Corporate Trust Services



                                                                              82

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

            Any notice or communication mailed to a Holder shall be mailed to
the Holder at the Holder's address as it appears on the registration books of
the Registrar and shall be sufficiently given if so mailed within the time
prescribed.

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

            SECTION 11.03. Communication by Holders with Other Holders. Holders
may communicate pursuant to TIA Section 312(b) with other Holders with respect
to their rights under this Indenture or the Securities. The Company, any
Subsidiary Guarantor, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c).

            SECTION 11.04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take or refrain
from taking any action under this Indenture, the Company shall furnish to the
Trustee, to the extent reasonably requested by the Trustee:

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

            (2) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee stating that, in the opinion of such counsel,
      all such conditions precedent have been complied with (provided, however,
      that such counsel may rely as to matters of fact on Officer's
      Certificates).

            SECTION 11.05. Statements Required in Certificate or Opinion. Each
certificate (other than a certificate delivered pursuant to Section 4.13) or
opinion with respect to compliance with a covenant or condition provided for in
this Indenture shall include:

            (1) a statement that the individual making such certificate or
      opinion has read such covenant or condition;

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

            (3) a statement that, in the opinion of such individual, he has made
      such examination or investigation as is necessary to enable him to express
      an



                                                                              83

      informed opinion as to whether or not such covenant or condition has been
      complied with; and

            (4) a statement as to whether or not, in the opinion of such
      individual, such covenant or condition has been complied with.

            SECTION 11.06. When Securities Disregarded. In determining whether
the Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee knows are so owned shall be so disregarded. Also,
subject to the foregoing, only Securities outstanding at the time shall be
considered in any such determination.

            SECTION 11.07. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Holders. The
Registrar and the Paying Agent may make reasonable rules for their functions.

            SECTION 11.08. Legal Holidays. If a payment date is a Legal Holiday,
payment shall be made on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period. If a regular record
date is a Legal Holiday, the record date shall not be affected.

            SECTION 11.09. Governing Law. This Indenture and the Securities
shall be governed by, and construed in accordance with, the laws of the State of
New York without giving effect to applicable principles of conflicts of law to
the extent that the application of the law of another jurisdiction would be
required thereby.

            SECTION 11.10. No Recourse Against Others. A director, officer,
employee or shareholder, as such, of the Company or any Subsidiary Guarantor
shall not have any liability for any obligations of the Company under the
Securities or this Indenture or of such Subsidiary Guarantor under its
Subsidiary Guarantee or this Indenture, or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting a Security,
each Holder shall waive and release all such liability. The waiver and release
shall be part of the consideration for the issue of the Securities.

            SECTION 11.11. Successors. All agreements of the Company in this
Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.

            SECTION 11.12. Multiple Originals. The parties may sign any number
of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove
this Indenture.



                                                                              84

            SECTION 11.13. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.



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

                                      THE GOODYEAR TIRE & RUBBER COMPANY,

                                          by    /s/ DARREN R. WELLS
                                             --------------------------------
                                             Name:  Darren R. Wells
                                             Title: Senior Vice President
                                                    Business Development
                                                    and Treasurer



                                      WELLS FARGO BANK, n.a., as Trustee,

                                          by /s/ TIMOTHY P. MOWDY
                                             ------------------------------
                                             Name:     Timothy P. Mowdy
                                             Title:    Vice President



                                      SUBSIDIARY GUARANTORS

                                      BELT CONCEPTS OF AMERICA, INC.,

                                          by    /s/ DARREN R. WELLS
                                             --------------------------------
                                             Name:  Darren R. Wells
                                             Title: Vice President

                                      CELERON CORPORATION,

                                          by    /s/ DARREN R. WELLS
                                             --------------------------------
                                             Name:  Darren R. Wells
                                             Title: Vice President

                                      COSMOFLEX, INC.,

                                          by    /s/ DARREN R. WELLS
                                             --------------------------------
                                             Name:  Darren R. Wells
                                             Title: Vice President

                                      DAPPER TIRE CO, INC.,

                                          by    /s/ DARREN R. WELLS
                                             --------------------------------
                                             Name:  Darren R. Wells
                                             Title: Vice President



                                      DIVESTED COMPANIES HOLDING COMPANY,

                                          By    /s/ RONALD J. CARR
                                             --------------------------------
                                             Name:  Ronald J. CARR
                                             Title: Vice President

                                          By    /s/ RANDALL M. LOYD
                                             --------------------------------
                                             Name:  Randall M. Loyd
                                             Title: Vice President

                                      DIVESTED LITCHFIELD PARK PROPERTIES, INC.,

                                          By    /s/ RONALD J. CARR
                                             --------------------------------
                                             Name:  Ronald J. Carr
                                             Title: Vice President

                                          By    /s/ RANDALL M. LOYD
                                             --------------------------------
                                             Name:  Randall M. Loyd
                                             Title: Vice President

                                      GOODYEAR CANADA INC.,

                                          by    /s/ J.S. COULTER
                                             --------------------------------
                                             Name:  J.S. Coulter
                                             Title: Vice President

                                          by    /s/ D.S. HAMILTON
                                             --------------------------------
                                             Name:  D.S. Hamilton
                                             Title: Secretary



                                      GOODYEAR FARMS, INC.,

                                          by    /s/ DARREN R. WELLS
                                             --------------------------------
                                             Name:  Darren R. Wells
                                             Title: Vice President


                                      GOODYEAR INTERNATIONAL CORPORATION,

                                          by    /s/ DARREN R. WELLS
                                             --------------------------------
                                             Name:  Darren R. Wells
                                             Title: Vice President

                                      GOODYEAR WESTERN HEMISPHERE CORPORATION,

                                          by    /s/ DARREN R. WELLS
                                             --------------------------------
                                             Name:  Darren R. Wells
                                             Title: Vice President

                                      THE KELLY-SPRINGFIELD TIRE CORPORATION,

                                          by    /s/ DARREN R. WELLS
                                             --------------------------------
                                             Name:  Darren R. Wells
                                             Title: Vice President

                                      WHEEL ASSEMBLIES INC.,

                                          by    /s/ DARREN R. WELLS
                                             --------------------------------
                                             Name:  Darren R. Wells
                                             Title: Vice President



                                      WINGFOOT COMMERCIAL TIRE SYSTEMS, LLC,

                                          By    /s/ DARREN R. WELLS
                                             --------------------------------
                                             Name:  Darren R. Wells
                                             Title: Vice President

                                      WINGFOOT VENTURES EIGHT INC.,

                                          By    /s/ RANDALL M. LOYD
                                             --------------------------------
                                             Name:  Randall M. Loyd
                                             Title: Vice President



                                                                      APPENDIX A

                   PROVISIONS RELATING TO INITIAL SECURITIES,
                  ADDITIONAL SECURITIES AND EXCHANGE SECURITIES

      1   Definitions

      1.1 Definitions

      For the purposes of this Appendix A the following terms shall have the
meanings indicated below:

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

            "Definitive Security" means a certificated Initial Security or
Exchange Security (bearing the Restricted Securities Legend if the transfer of
such Security is restricted by applicable law) that does not include the Global
Securities Legend.

            "Depository" means The Depository Trust Company, its nominees and
their respective successors.

            "Distribution Compliance Period", with respect to any Securities,
means the period of 40 consecutive days beginning on and including the later of
(i) the day on which such Securities are first offered to Persons other than
distributors (as defined in Regulation S under the Securities Act) in reliance
on Regulation S and (ii) the issue date with respect to such Securities.

            "Exchange Securities" means (1) the Securities issued pursuant to
this Indenture in connection with a Registered Exchange Offer pursuant to a
Registration Rights Agreement and (2) Additional Securities, if any, issued
pursuant to a registration statement filed with the SEC under the Securities
Act.

            "Global Securities Legend" means the legend set forth under that
caption in Exhibits 1 and 2 to this Indenture.

            "Initial Purchasers" means (1) in respect of the Initial Securities,
the purchasers listed on Schedule I to the Purchase Agreement, and (2) in
respect of each issuance of Additional Securities, the Persons purchasing such
Additional Securities under the related Purchase Agreement.

            "Initial Securities" means (1) $400,000,000 aggregate principal
amount of 9.00% Senior Notes due 2015 issued on the Closing Date and (2)
Additional Securities, if any, issued in a transaction exempt from the
registration requirements of the Securities Act.



                                                                               2

            "Purchase Agreement" means (a) the Note Purchase Agreement dated
June 20, 2005, among the Company, the Subsidiary Guarantors and the Initial
Purchasers and (b) any other similar Purchase Agreement relating to Additional
Securities.

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

            "Registered Exchange Offer" means the offer by the Company, pursuant
to a Registration Rights Agreement, to certain Holders of Initial Securities, to
issue and deliver to such Holders, in exchange for their Initial Securities, a
like aggregate principal amount of Exchange Securities registered under the
Securities Act.

            "Registration Rights Agreement" means (a) the Registration Rights
Agreement dated June 23, 2005 among the Company, the Subsidiary Guarantors and
the Initial Purchasers and (b) any other similar Registration Rights Agreement
relating to Additional Securities.

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

            "Regulation S Securities" means all Initial Securities offered and
sold outside the United States in reliance on Regulation S.

            "Restricted Securities Legend" means the legend set forth in Section
2.3(e)(i) herein.

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

            "Rule 144A Securities" means all Initial Securities offered and sold
to QIBs in reliance on Rule 144A.

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

            "Securities Custodian" means the custodian with respect to a Global
Security (as appointed by the Depository) or any successor person thereto, who
shall initially be the Trustee.

            "Shelf Registration Statement" means a registration statement filed
by the Company in connection with the offer and sale of Initial Securities
pursuant to the Registration Rights Agreement.

            "Transfer Restricted Securities" means Definitive Securities and any
other Securities that bear or are required to bear or are subject to the
Restricted Securities Legend.



                                                                               3

      1.2 Other Definitions



                                                      Term:
                                               Defined in Section:
                                               -------------------
                                            
"Agent Members" ............................           2.1(c)
"Global Security" ..........................           2.1(b)
"Permanent Regulation S Global Security ....           2.1(b)
"Regulation S Global Security" .............           2.1(b)
"Rule 144A Global Security" ................           2.1(b)
"Temporary Regulation S Global Security ....           2.1(b)


      2   The Securities

      2.1 Form and Dating

            (a) The Initial Securities issued on the date hereof will be (i)
offered and sold by the Company pursuant to a Purchase Agreement and (ii)
resold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons
other than U.S. Persons (as defined in Regulation S) in reliance on Regulation
S. Such Initial Securities may thereafter be transferred to, among others, QIBs
and purchasers in relia nce on Regulation S. Additional Securities offered after
the date hereof may be offered and sold by the Company from time to time
pursuant to one or more Purchase Agreements in accordance with applicable law.

            (b) Global Securities. Rule 144A Securities shall be issued
initially in the form of one or more permanent global Securities in definitive,
fully registered form (collectively, the "Rule 144A Global Security") and
Regulation S Securities shall be issued initially in the form of one or more
temporary global Securities (collectively, the "Temporary Regulation S Global
Security"), in each case without interest coupons and bearing the Global
Securities Legend and Restricted Securities Legend, which shall be deposited on
behalf of the purchasers of the Securities represented thereby with the
Securities Custodian, and registered in the name of the Depositary or a nominee
of the Depositary, duly executed by the Company and authenticated by the Trustee
as provided in this Indenture. Beneficial ownership interests in the Temporary
Regulation S Global Security shall not be exchangeable for interests in the Rule
144A Global Security, a permanent global security (the "Permanent Regulation S
Global Security") or any other Security without a Restricted Securities Legend
until the expiration of the Distribution Compliance Period. The Rule 144A Global
Security and the Permanent Regulation S Global Security are each referred to
herein as a "Global Security" and are collectively referred to herein as "Global
Securities", provided, that the term "Global Security" when used in Sections
2.1(b) 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any Security in
global form issued in connection with a Registered Exchange Offer. The aggregate
principal amount of the Global Securities may from time to time be increased or


                                                                               4

decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee and on the schedules thereto as hereinafter provided.

            (c) Book-Entry Provisions. This Section 2.1(c) shall apply only to a
Global Security deposited with or on behalf of the Depository.

            The Company shall execute and the Trustee shall, in accordance with
this Section 2.1(c) and Section 2.2 and pursuant to an order of the Company
signed by two Officers, authenticate and deliver one or more Global Securities
that (i) shall be registered in the name of the Depository for such Global
Security or Global Securities or the nominee of such Depository and (ii) shall
be delivered by the Trustee to such Depository or pursuant to such Depository's
instructions or held by the Trustee as Securities Custodian.

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

            (d) Definitive Securities. Except as provided in Section 2.3 or 2.4,
owners of beneficial interests in Global Securities will not be entitled to
receive physical delivery of certificated Securities.

      2.2 Authentication. The Trustee shall authenticate and make available for
delivery upon a written order of the Company signed by one Officer (a) original
Securities for original issue on the date hereof in an aggregate principal
amount of $400,000,000, (b) subject to the terms of this Indenture, Additional
Securities in an unlimited aggregate principal amount and (c) the Exchange
Securities for issue only in a Registered Exchange Offer pursuant to a
Registration Rights Agreement and for a like principal amount of Initial
Securities exchanged pursuant thereto. Such order shall specify the amount of
the Securities to be authenticated and the date on which the original issue of
Securities is to be authenticated and whether the Securities are to be Initial
Securities or Exchange Securities. Notwithstanding anything to the contrary in
this Appendix or otherwise in this Indenture, any issuance of Additional
Securities after the Closing Date shall be in a principal amount of at least
$1,000.

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

            (i) to register the transfer of such Definitive Securities; or


                                                                               5

            (ii) to exchange such Definitive Securities for an equal principal
      amount of Definitive Securities of other authorized denominations,

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

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

            (2) in the case of Transfer Restricted Securities, are accompanied
      by the following additional information and documents, as applicable:

                  (A) if such Definitive Securities are being delivered to the
            Registrar by a Holder for registration in the name of such Holder,
            without transfer, a certification from such Holder to that effect
            (in the form set forth on the reverse side of the Initial Security);
            or

                  (B) if such Definitive Securities are being transferred to the
            Company, a certification to that effect (in the form set forth on
            the reverse side of the Initial Security); or

                  (C) if such Definitive Securities are being transferred
            pursuant to an exemption from registration in accordance with Rule
            144 under the Securities Act or in reliance upon another exemption
            from the registration requirements of the Securities Act, (x) a
            certification to that effect (in the form set forth on the reverse
            side of the Initial Security) and (y) if the Company so requests, an
            opinion of counsel or other evidence reasonably satisfactory to it
            as to the compliance with the restrictions set forth in the legend
            set forth in Section 2.3(e)(i).

            (b) Restrictions on Transfer of a Definitive Security for a
Beneficial Interest in a Global Security. A Definitive Security may not be
exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below. Upon receipt by the Trustee of
a Definitive Security, duly endorsed or accompanied by a written instrument of
transfer in form reasonably satisfactory to the Company and the Registrar,
together with:

            (i) certification (in the form set forth on the reverse side of the
      Initial Security) that such Definitive Security is being transferred (1)
      to a QIB in accordance with Rule 144A or (2) outside the United States in
      an offshore transaction within the meaning of Regulation S and in
      compliance with Rule 904 under the Securities Act; and

            (ii) written instructions directing the Trustee to make, or to
      direct the Securities Custodian to make, an adjustment on its books and
      records with respect to such Global Security to reflect an increase in the
      aggregate principal amount of


                                                                               6

      the Securities represented by the Global Security, such instructions to
      contain information regarding the Depository account to be credited with
      such increase,

            then the Trustee shall cancel such Definitive Security and cause, or
      direct the Securities Custodian to cause, in accordance with the standing
      instructions and procedures existing between the Depository and the
      Securities Custodian, the aggregate principal amount of Securities
      represented by the Global Security to be increased by the aggregate
      principal amount of the Definitive Security to be exchanged and shall
      credit or cause to be credited to the account of the Person specified in
      such instructions a beneficial interest in the Global Security equal to
      the principal amount of the Definitive Security so canceled. If no Global
      Securities are then outstanding and the Global Security has not been
      previously exchanged for certificated securities pursuant to Section 2.4,
      the Company shall issue and the Trustee shall authenticate, upon written
      order of the Company in the form of an Officers' Certificate, a new Global
      Security in the appropriate principal amount.

            (c) Transfer and Exchange of Global Securities. The transfer and
exchange of Global Securities or beneficial interests therein shall be effected
through the Depository in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depository therefor. A transferor of a beneficial interest in a Global Security
shall deliver a written order given in accordance with the Depository's
procedures containing information regarding the participant account of the
Depository to be credited with a beneficial interest in such Global Security or
another Global Security and such account shall be credited in accordance with
such order with a beneficial interest in the applicable Global Security and the
account of the Person making the transfer shall be debited by an amount equal to
the beneficial interest in the Global Security being transferred. Transfers by
an owner of a beneficial interest in the Rule 144A Global Security to a
transferee who takes delivery of such interest either through the Temporary
Regulation S Global Security or the Permanent Regulation S Global Security,
whether before or after the expiration of the Distribution Compliance Period,
shall be made only upon receipt by the Trustee of a certification in the form
provided on the reverse of the Initial Securities from the transferor to the
effect that such transfer is being made in accordance with Regulation S or (if
available) Rule 144 under the Securities Act.

            (i) If the proposed transfer is a transfer of a beneficial interest
      in one Global Security to a beneficial interest in another Global
      Security, the Registrar shall reflect on its books and records the date
      and an increase in the principal amount of the Global Security to which
      such interest is being transferred in an amount equal to the principal
      amount of the interest to be so transferred, and the Registrar shall
      reflect on its books and records the date and a corresponding decrease in
      the principal amount of the Global Security from which such interest is
      being transferred.

            (ii) Notwithstanding any other provisions of this Appendix (other
      than the provisions set forth in Section 2.4), a Global Security may not
      be transferred


                                                                               7

      as a whole except by the Depository to a nominee of the Depository or by a
      nominee of the Depository to the Depository or another nominee of the
      Depository, or by the Depository or any such nominee to a successor
      Depository or a nominee of such successor Depository.

            (iii) In the event that a Global Security is exchanged for
      Definitive Securities pursuant to Section 2.4 prior to the consummation of
      a Registered Exchange Offer or the effectiveness of a Shelf Registration
      Statement with respect to such Securities, such Securities may be
      exchanged only in accordance with such procedures as are substantially
      consistent with the provisions of this Section 2.3 (including the
      certification requirements set forth on the reverse of the Initial
      Securities intended to ensure that such transfers comply with Rule 144A,
      Regulation S or such other applicable exemption from registration under
      the Securities Act, as the case may be) and such other procedures as may
      from time to time be adopted by the Company.

            (d) Restrictions on Transfer of Temporary Regulation S Global
Security. (i) Prior to the expiration of the Distribution Compliance Period,
interests in the Temporary Regulation S Global Security may only be sold,
pledged or transferred in accordance with the Applicable Procedures and only (1)
to the Company, (2) when and for so long as such security is eligible for resale
pursuant to Rule 144A, to a person whom the selling holder reasonably believes
is a QIB that purchases for its own account or for the account of a QIB to whom
notice is given that the resale, pledge or transfer is being made in reliance on
Rule 144A, (3) in an offshore transaction in accordance with Regulation S, (4)
pursuant to an exemption from registration under the Securities Act provided by
Rule 144 (if applicable) under the Securities Act or (5) pursuant to an
effective registration statement under the Securities Act, in each case in
accordance with any applicable securities laws of any state of the United
States. Prior to the expiration of the Distribution Compliance Period, transfers
by an owner of a beneficial interest in the Temporary Regulation S Global
Security to a transferee who takes delivery of such interest through the Rule
144A Global Security shall be made only in accordance with Applicable Procedures
and upon receipt by the Trustee of a written certification from the transferor
of the beneficial interest in the form provided on the reverse of the Initial
Security to the effect that such transfer is being made to a QIB within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A.
Such written certification shall no longer be required after the expiration of
the Distribution Compliance Period.

            (ii) Upon the expiration of the Distribution Compliance Period,
      beneficial ownership interests in the Regulation S Global Security shall
      be transferable in accordance with applicable law and the other terms of
      this Indenture.

            (e) Legend.

            (i) Except as permitted by the following paragraphs (ii), (iii) or
      (iv), each Security certificate evidencing the Global Securities and the
      Definitive


                                                                               8

      Securities (and all Securities issued in exchange therefor or in
      substitution thereof) shall bear a legend in substantially the following
      form (each defined term in the legend being defined as such for purposes
      of the legend only):

      "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
      OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
      PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
      PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
      REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      SUCH REGISTRATION.

      THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES ON ITS OWN
      BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
      SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
      THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS [IN THE CASE
      OF RULE 144A NOTES: TWO YEARS][IN THE CASE OF REGULATION S NOTES: 40 DAYS]
      AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
      WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS
      SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER OR
      ANY OF ITS SUBSIDIARIES, (B) WHEN AND FOR SO LONG AS THE SECURITIES ARE
      ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A
      PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
      DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
      ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
      NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
      (C) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
      WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (D) IN A
      TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT,
      (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT OR (F) PURSUANT TO A REGISTRATION
      STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,
      SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER,
      SALE OR TRANSFER PURSUANT TO CLAUSES (C), (D) OR (E) TO REQUIRE THE
      DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
      SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST
      OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


                                                                               9

Each Definitive Security shall also bear the following additional legend:

      "IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
      AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
      TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
      COMPLIES WITH THE FOREGOING RESTRICTIONS."

            (ii) Upon any sale or transfer of a Transfer Restricted Security
      that is a Definitive Security, the Registrar shall permit the Holder
      thereof to exchange such Transfer Restricted Security for a Definitive
      Security that does not bear the legends set forth above and rescind any
      restriction on the transfer of such Transfer Restricted Security if the
      Holder certifies in writing to the Registrar that its request for such
      exchange was made in reliance on Rule 144 (such certification to be in the
      form set forth on the reverse of the Initial Security) and, if requested
      by the Company or the Trustee, delivers an opinion of counsel or other
      evidence reasonably satisfactory to the Registrar and/or the Company as to
      the compliance with the restrictions set forth in the legend set forth in
      Section 2.3(e)(i).

            (iii) After a transfer of any Initial Securities during the period
      of the effectiveness of a Shelf Registration Statement with respect to
      such Initial Securities, all requirements pertaining to the Restricted
      Securities Legend on such Initial Securities shall cease to apply and the
      requirements that any such Initial Securities be issued in global form
      shall continue to apply.

            (iv) Upon the consummation of a Distribution Compliance Exchange
      Offer with respect to the Initial Securities pursuant to which Holders of
      such Initial Securities are offered Exchange Securities in exchange for
      their Initial Securities, all requirements pertaining to Initial
      Securities that Initial Securities be issued in global form shall continue
      to apply, and Exchange Securities in global form without the Restricted
      Securities Legend shall be available to Holders that exchange such Initial
      Securities in such Registered Exchange Offer.

            (v) Upon a sale or transfer after the expiration of the Distribution
      Compliance Period of any Initial Security acquired pursuant to Regulation
      S, all requirements that such Initial Security bear the Restricted
      Securities Legend shall cease to apply and the requirements requiring any
      such Initial Security be issued in global form shall continue to apply.

            (vi) Any Additional Securities sold in a registered offering shall
      not be required to bear the Restricted Securities Legend.

            (f) Cancellation or Adjustment of Global Security. At such time as
all beneficial interests in a Global Security have either been exchanged for
Definitive Securities, transferred, redeemed, repurchased or canceled, such
Global Security shall be returned by the Depository to the Trustee for
cancellation or retained and canceled by the Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global


                                                                              10

Security is exchanged for Definitive Securities, transferred in exchange for an
interest in another Global Security, redeemed, repurchased or canceled, the
principal amount of Securities represented by such Global Security shall be
reduced and an adjustment shall be made on the books and records of the Trustee
(if it is then the Securities Custodian for such Global Security) with respect
to such Global Security, by the Trustee or the Securities Custodian, to reflect
such reduction.

            (g) Obligations with Respect to Transfers and Exchanges of
Securities.

            (i) To permit registrations of transfers and exchanges, the Company
      shall execute and the Trustee shall authenticate, Definitive Securities
      and Global Securities at the Registrar's request.

            (ii) No service charge shall be made for any registration of
      transfer or exchange, but the Company may require payment of a sum
      sufficient to cover any transfer tax, assessments, or similar governmental
      charge payable in connection therewith (other than any such transfer
      taxes, assessments or similar governmental charge payable upon exchanges
      pursuant to Sections 2.06, 3.06, 4.06 and 9.05 of this Indenture).

            (iii) Prior to the due presentation for registration of transfer of
      any Security, the Company, the Trustee, the Paying Agent or the Registrar
      may deem and treat the person in whose name a Security is registered as
      the absolute owner of such Security for the purpose of receiving payment
      of principal of and interest on such Security and for all other purposes
      whatsoever, whether or not such Security is overdue, and none of the
      Company, the Trustee, the Paying Agent or the Registrar shall be affected
      by notice to the contrary.

            (iv) All Securities issued upon any transfer or exchange pursuant to
      the terms of this Indenture shall evidence the same debt and shall be
      entitled to the same benefits under this Indenture as the Securities
      surrendered upon such transfer or exchange.

            (h) No Obligation of the Trustee.

            (i) The Trustee shall have no responsibility or obligation to any
      beneficial owner of a Global Security, a member of, or a participant in
      the Depository or any other Person with respect to the accuracy of the
      records of the Depository or its nominee or of any participant or member
      thereof, with respect to any ownership interest in the Securities or with
      respect to the delivery to any participant, member, beneficial owner or
      other Person (other than the Depository) of any notice (including any
      notice of redemption or repurchase) or the payment of any amount, under or
      with respect to such Securities. All notices and communications to be
      given to the Holders and all payments to be made to Holders under the
      Securities shall be given or made only to the registered Holders (which
      shall be the Depository or its nominee in the case of a Global Security).
      The rights of beneficial owners in any Global Security shall be exercised
      only


                                                                              11

      through the Depository, subject to the applicable rules and procedures of
      the Depository. The Trustee may rely and shall be fully protected in
      relying upon information furnished by the Depository with respect to its
      members, participants and any beneficial owners.

            (ii) The Trustee shall have no obligation or duty to monitor,
      determine or inquire as to compliance with any restrictions on transfer
      imposed under this Indenture or under applicable law with respect to any
      transfer of any interest in any Security (including any transfers between
      or among the Depository, participants, members or beneficial owners in any
      Global Security) other than to require delivery of such certificates and
      other documentation or evidence as are expressly required by, and to do so
      if and when expressly required by, the terms of this Indenture, and to
      examine the same to determine substantial compliance as to form with the
      express requirements hereof.

      2.4 Definitive Securities

            (a) A Global Security deposited with the Depository or with the
Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection
with a Registered Exchange Offer shall be transferred to the beneficial owners
thereof in the form of Definitive Securities in an aggregate principal amount
equal to the principal amount of such Global Security, in exchange for such
Global Security, only if such transfer complies with Section 2.3 and (i) the
Depository notifies the Company that it is unwilling or unable to continue as a
Depository for such Global Security or if at any time the Depository ceases to
be a "clearing agency" registered under the Exchange Act and, in either case, a
successor Depository is not appointed by the Company within 120 days of such
notice or after the Company becomes aware of such cessation, or (ii) the
Depository so requests, or any beneficial owner thereof requests such exchange
in writing delivered through the Depository in either case, following an Event
of Default under this Indenture or (iii) the Company, in its sole discretion,
notifies the Trustee in writing that it elects to cause the issuance of
certificated Securities under this Indenture.

            (b) Any Global Security that is transferable to the beneficial
owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depository to the Trustee, to be so transferred, in whole or from time to time
in part, without charge, and the Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Security, an equal aggregate
principal amount of Definitive Securities of authorized denominations. Any
portion of a Global Security transferred pursuant to this Section shall be
executed, authenticated and delivered only in denominations of $1,000 and any
integral multiple thereof and registered in such names as the Depository shall
direct. Any certificated Initial Security in the form of a Definitive Security
delivered in exchange for an interest in the Global Security shall, except as
otherwise provided by Section 2.3(e), bear the Restricted Securities Legend.

            (c) Subject to the provisions of Section 2.4(b), the registered
Holder of a Global Security may grant proxies and otherwise authorize any
Person, including Agent


                                                                              12

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.

            (d) In the event of the occurrence of any of the events specified in
Section 2.4(a)(i), (ii) or (iii), the Company will promptly make available to
the Trustee a reasonable supply of Definitive Securities in fully registered
form without interest coupons.



                                                                       EXHIBIT 1

                       [FORM OF FACE OF INITIAL SECURITY]

                           [Global Securities Legend]

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT 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 DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

            [[FOR REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE
LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF
SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES
ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH
OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]

                         [Restricted Securities Legend]

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

            THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES ON ITS
OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE
(THE


                                                                               2

"RESALE RESTRICTION TERMINATION DATE") THAT IS [IN THE CASE OF RULE 144A
NOTES: TWO YEARS][IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY
AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE ISSUER OR ANY OF ITS SUBSIDIARIES, (B) WHEN AND
FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (C) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (D) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT OR (F) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE
TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
(C), (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.

                 [Temporary Regulation S Global Security Legend]

            EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS
TEMPORARY REGULATION S GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN
THE PERMANENT REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY REPRESENTING AN
INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND
CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE "40-DAY
DISTRIBUTION COMPLIANCE PERIOD" (WITHIN THE MEANING OF RULE 903(b)(2) OF
REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM
REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED
EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A
TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING
SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN
THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR
TRANSFERRED (I) TO THE COMPANY, (II) OUTSIDE THE UNITED STATES IN A TRANSACTION
IN ACCORDANCE WITH RULE 904 OF REGULATION S


                                                                               3

UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL
NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO
ABOVE, IF THEN APPLICABLE.

            AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD
BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY BE
EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE
OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE WITH RULE
144A AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL SECURITY FIRST DELIVERS
TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE)
TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO
A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS
OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

            BENEFICIAL INTERESTS IN A RULE 144A GLOBAL SECURITY MAY BE
TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE
REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE
40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO
THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO
THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904
OF REGULATION S OR RULE 144 (IF AVAILABLE).

                         [Definitive Securities Legend]

            IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
THE FOREGOING RESTRICTIONS.



No. Rfi-                                                             $__________

                           9.00% Senior Note due 2015

                                                                CUSIP No. [    ]
                                                                 ISIN No. [    ]

            THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation, promises to
pay to [    ], or registered assigns, the principal sum [of $ ] [listed on the
Schedule of Increases or Decreases in Global Security attached hereto](1) on
July 1, 2015.

Interest Payment Dates:  January 1 and July 1, commencing January 1, 2006

Record Dates:  December 15 and June 15

- ----------
(1)   Use the Schedule of Increases and Decreases language if Note is in Global
      Form.



                                                                               2

            Additional provisions of this Security are set forth on the other
side of this Security.

            IN WITNESS WHEREOF, the parties have caused this instrument to be
duly executed.

                                        THE GOODYEAR TIRE & RUBBER COMPANY,

                                        by ___________________________________
                                           Name:
                                           Title:

                                        by ___________________________________
                                           Name:
                                           Title:

Dated:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

WELLS FARGO BANK, N.A.,

            as Trustee, certifies that this is one of the Securities referred to
in the Indenture.

By: _______________________________________
            Authorized Signatory

- -----------------
*/    If the Security is to be issued in global form, add the Global Securities
      Legend and the attachment from Exhibit 1 captioned "TO BE ATTACHED TO
      GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
      SECURITY".



                                                                               3

                   [FORM OF REVERSE SIDE OF INITIAL SECURITY]
                           9.00% Senior Note due 2015

1. Interest

            (a) THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above. The Company
shall pay interest semiannually on January 1 and July 1 of each year. Interest
on the Securities shall accrue from the most recent date to which interest has
been paid or duly provided for or, if no interest has been paid or duly provided
for, from June 23, 2005 until the principal hereof is due. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. The Company
shall pay interest on overdue principal at the rate borne by the Securities, and
it shall pay interest on overdue installments of interest at the same rate to
the extent lawful.

            (b) Additional Interest--Registration. The Holder of this Security
is entitled to the benefits of a Registration Rights Agreement, dated as of June
23, 2005, among the Company, the Subsidiary Guarantors and certain purchasers of
the Securities named therein (the "Registration Rights Agreement"). Capitalized
terms used in this paragraph (b) but not defined herein have the meanings
assigned to them in the Registration Rights Agreement. Upon the occurrence of a
Registration Default, the Company shall notify the Trustee of such Registration
Default and pay additional interest to each Holder of Registrable Securities,
during the period of such Registration Default in such amounts and subject to
such limitations as set forth in the Registration Rights Agreement. All accrued
additional interest shall be paid to Holders in the same manner as interest
payments on the Securities on semi-annual payment dates which correspond to
interest payment dates for the Securities. Following the cure of all outstanding
Registration Defaults, the accrual of additional interest shall cease. The
Trustee shall have no responsibility with respect to the determination of the
amount of any such additional interest.

            (c) Additional Interest--General All references to payments of
interest include payments of additional interest, if any.

2. Method of Payment

            The Company shall pay interest on the Securities (except defaulted
interest) to the Persons who are registered Holders at the close of business on
the December 15 or June 15 next preceding the interest payment date even if
Securities are canceled after the record date and on or before the interest
payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company shall pay principal, premium, if any, and
interest in money of the United States of America that at the time of payment is
legal tender for payment of public and private debts. Payments in respect of the
Securities represented by a Global Security (including principal, premium, if
any, and interest) shall be made by wire transfer of immediately available funds
to the accounts specified by The Depository Trust Company or any successor
Depository. The Company will make all payments in respect of a certificated
Security (including principal, premium, if any, and interest), at the office of
the Paying Agent, except that,


                                                                               4

at the option of the Company, payment of interest may be made by mailing a check
to the registered address of each Holder thereof; provided, however, that
payments on a Security will be made by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States of America if such
Holder has elected payment by wire transfer by providing written wire
instructions to the Trustee or the Paying Agent on or after the Closing Date
but, in any event, no later than 30 days immediately preceding the relevant due
date for payment (or such other date as the Trustee may accept in its
discretion).

3. Paying Agent and Registrar

            Initially, Wells Fargo Bank, N.A., a national banking association
(the "Trustee"), will act as Paying Agent and Registrar. The Company may appoint
and change any Paying Agent or Registrar without notice. The Company or any of
its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent
or Registrar.

4. Indenture

            The Company issued the Securities under an Indenture dated as of
June 23, 2005 (the "Indenture"), among the Company, the Subsidiary Guarantors
and the Trustee. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date
of the Indenture (the "TIA"). Terms defined in the Indenture and not defined
herein have the meanings ascribed thereto in the Indenture. The Securities are
subject to all terms and provisions of the Indenture, and Holders (as defined in
the Indenture) are referred to the Indenture and the TIA for a statement of such
terms and provisions.

            The Securities are senior unsecured obligations of the Company. This
Security is one of the Initial Securities referred to in the Indenture. The
Securities include the Initial Securities and any Exchange Securities issued in
exchange for Initial Securities pursuant to the Indenture and the Registration
Rights Agreement. The Initial Securities, any Exchange Securities and all other
Securities are treated as a single class of securities under the Indenture. The
Indenture imposes certain limitations on the ability of the Company and its
Restricted Subsidiaries to, among other things, make certain Investments and
other Restricted Payments, pay dividends and other distributions, incur
Indebtedness, enter into consensual restrictions upon the payment of certain
dividends and distributions by such Restricted Subsidiaries, sell assets,
including shares of capital stock of Restricted Subsidiaries, enter into or
permit certain transactions with Affiliates and create or incur Liens. The
Indenture also imposes limitations on the ability of the Company and each
Subsidiary Guarantor to consolidate or merge with or into any other Person or
convey, transfer or lease all or substantially all of its property.

            Following the first day (the "Suspension Date") that (i) the
Securities have an Investment Grade Rating from both of the Rating Agencies, and
(ii) no Default has occurred and is continuing under the Indenture, the Company
and its Restricted Subsidiaries will not be subject to Sections 4.03, 4.04,
4.05, 4.06, 4.07, 4.11 and Section 5.01(a)(3) (collectively, the "Suspended
Covenants") of the Indenture. In addition, the Company may elect to suspend the
Subsidiary Guarantees. Upon and following any Reversion Date, the Company and
its


                                                                               5

Restricted Subsidiaries shall again be subject to the Suspended Covenants
with respect to future events and the Subsidiary Guarantees shall be reinstated.

5. Guarantee

            The payment by the Company of the principal of, and premium and
interest on, the Securities is fully and unconditionally guaranteed on a joint
and several senior unsecured basis by each Subsidiary Guarantor to the extent
set forth in the Indenture. The precise terms of the Guarantee of the Securities
and the Guaranteed Obligations of the Subsidiary Guarantors are expressly set
forth in Article 10 of the Indenture.

6. Optional Redemption

            Except as set forth below in this paragraph 6 the Company will not
be entitled to redeem the Securities.

            After July 1, 2010, the Company may redeem the Securities, in whole
or in part, on not less than 30 nor more than 60 days' prior notice, at the
redemption prices (expressed as percentages of principal amount), plus accrued
and unpaid interest to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), if redeemed during the 12 month period commencing on
July 1 of the years set forth below:



                                                                                          Redemption
Year                                                                                         Price
- ----                                                                                      ----------
                                                                                       
2010............................................................................           104.500%
2011............................................................................           103.000%
2012............................................................................           101.500%
2013 and thereafter.............................................................           100.000%


            In addition, prior to July 1, 2008, the Company may, on one or more
occasions, redeem up to a maximum of 35% of the original aggregate principal
amount of the Securities (calculated giving effect to any issuance of Additional
Securities) with the Net Cash Proceeds of one or more Equity Offerings by the
Company, at a redemption price equal to 109.000% of the principal amount
thereof, plus accrued and unpaid interest to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date); provided, however, that (1) at least 65%
of the original aggregate principal amount of the Securities (calculated giving
effect to any issuance of Additional Securities) remains outstanding after
giving effect to any such redemption and (2) any such redemption by the Company
is made within 90 days after the closing of such Equity Offering and is made in
accordance with certain procedures set forth in the Indenture.

            In addition, prior to July 1, 2010, the Company may at its option
redeem the Securities, in whole or in part, at a redemption price equal to 100%
of the principal amount of the Securities plus the Applicable Premium as of, and
accrued and unpaid interest to, the redemption date (subject to the right of
Holders on the relevant record date to receive interest due on the

                                                                               6
relevant interest payment date). Notice of such redemption must be mailed by
first-class mail to each Holder's registered address, not less than 30 nor more
than 60 days prior to the redemption date.

            "Applicable Premium" means, with respect to a Security at any
redemption date, the greater of (1) 1.00% of the principal amount of such
Security and (2) the excess of (A) the present value at such redemption date of
(i) the redemption price of such Security on July 1, 2010 (such redemption price
being described in the first paragraph in this section exclusive of any accrued
interest), plus (ii) all required remaining scheduled interest payments due on
such Security through July 1, 2010 (but excluding accrued and unpaid interest to
the redemption date), computed using a discount rate equal to the Adjusted
Treasury Rate, over (B) the principal amount of such note on such redemption
date.

            "Adjusted Treasury Rate" means, with respect to any redemption date,
(1) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after July 1, 2010, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Adjusted Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month) or (2)
if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date, in each case calculated on
the third Business Day immediately preceding the redemption date, in each case
of (1) and (2), plus 0.50%.

            "Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Securities from the redemption date to July 1, 2010, that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of U.S. Dollar denominated corporate
debt securities of a maturity most nearly equal to July 1, 2010.

            "Comparable Treasury Price" means, with respect to any redemption
date, if clause (2) of the Adjusted Treasury Rate is applicable, the average of
three, or if not possible, such lesser number as is obtained by the Company,
Reference Treasury Dealer Quotations for such redemption date.

            "Quotation Agent" means one of the Reference Treasury Dealers
selected by the Company.

            "Reference Treasury Dealer" means Citigroup Global Markets Inc. and
its successors and assigns and two other nationally recognized investment
banking firms selected by the Company that are primary U.S. Government
securities dealers.


                                                                               7

            "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue,
expressed in each case as a percentage of its principal amount, quoted in
writing to the Company by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day immediately preceding such redemption date.

7. Sinking Fund

            The Securities are not subject to any sinking fund.

8. Notice of Redemption

            Notice of redemption will be mailed by first-class mail at least 30
days but not more than 60 days before the redemption date to each Holder of
Securities to be redeemed at his, her or its registered address. Securities in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued and unpaid interest on all Securities (or portions thereof) to be
redeemed on the redemption date is deposited with the Paying Agent on or before
the redemption date and certain other conditions are satisfied, on and after
such date interest ceases to accrue on such Securities (or such portions
thereof) called for redemption.

9. Repurchase of Securities at the Option of Holders

            Upon a Change of Control, any Holder of Securities will have the
right, subject to certain conditions specified in the Indenture, to cause the
Company to repurchase all or any part of the Securities of such Holder at a
purchase price equal to 101% of the principal amount of the Securities to be
repurchased plus accrued and unpaid interest to the date of repurchase (subject
to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date that is on or prior to the
date of purchase) as provided in, and subject to the terms of, the Indenture.

            In accordance with Section 4.06 of the Indenture, the Company will
be required to offer to purchase Securities upon the occurrence of certain
events.

10. Denominations; Transfer; Exchange

            The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture. Upon any transfer or
exchange, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay any
taxes required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Securities selected for redemption
(except, in the case of a Security to be redeemed in part, the portion of the
Security not to be redeemed) or to transfer or exchange any Securities for a
period of 15 days prior to a selection of Securities to be redeemed or for a
period of 15 days prior to an interest payment date.


                                                                               8

11. Persons Deemed Owners

            Except as provided in paragraph 2 hereof, the registered Holder of
this Security may be treated as the owner of it for all purposes.

12. Unclaimed Money

            If money for the payment of principal or interest remains unclaimed
for two years, the Trustee and the Paying Agent shall pay the money back to the
Company at its written request unless an abandoned property law designates
another Person. After any such payment, Holders entitled to the money must look
to the Company for payment as general creditors and the Trustee and the Paying
Agent shall have no further liability with respect to such monies.

13. Discharge and Defeasance

            Subject to certain conditions, the Company at any time may terminate
some of or all its obligations under the Securities and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for the
payment of principal of, and interest on the Securities to redemption, or
maturity, as the case may be.

14. Amendment, Waiver

            Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate principal amount of all of the
Securities then outstanding voting as a single class and (ii) any Default may be
waived with the written consent of the Holders of at least a majority in
principal amount of all of the Securities then outstanding voting as a single
class; provided, however, that if any amendment, waiver or other modification
will affect only the Securities, only the consent of the Holders of at least a
majority in aggregate principal amount of the then outstanding Securities (and
not the consent of the Holders of at least a majority in aggregate principal
amount of all Securities) shall be required.

            Subject to certain exceptions set forth in the Indenture, without
the consent of any Holder, the Company, the Subsidiary Guarantors and the
Trustee may amend the Indenture or the Securities (i) to cure any ambiguity,
omission, defect or inconsistency; (ii) to provide for the assumption by a
successor corporation of the obligations of the Company under the Indenture in
compliance with Article 5 of the Indenture; (iii) to provide for uncertificated
Securities in addition to or in place of certificated Securities; (iv) to add
Guarantees with respect to the Securities or to confirm and evidence the
release, termination or discharge of any such Guarantee or security when such
release, termination or discharge is permitted under the Indenture; (v) to add
additional covenants or to surrender rights and powers conferred on the Company;
(vi) to make any change that does not adversely affect the rights of any Holder
in any material respect, subject to the provisions of the Indenture; (vii) to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the TIA; (viii) to make any amendment to
provisions of the Indenture relating to form, authentication, transfer and
legending of Securities; provided, however, that compliance with the Indenture
as so amended would not result in Securities being transferred in violation of
the Securities Act; or (ix) to provide for the


                                                                               9

issuance of the Exchange Securities or Additional Securities in accordance with
the terms of the Indenture.

15. Defaults and Remedies

            An "Event of Default" occurs if: (i) the Company defaults in any
payment of interest on any Security when the same becomes due and payable, and
such default continues for 30 days; (ii) the Company defaults in the payment of
principal of any Security when the same becomes due and payable at its Stated
Maturity, upon optional redemption or required repurchase, upon declaration of
acceleration or otherwise; (iii) the Company or any Subsidiary Guarantor fails
to comply with its obligations under Section 5.01 of the Indenture; (iv) the
Company or any Restricted Subsidiary fails to comply with Section 4.03, 4.04,
4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 or 4.12 of the Indenture (in each case,
other than a failure to purchase Securities) and such failure continues for 30
days after the notice from the Trustee or the Holders specified below; (v) the
Company or any Restricted Subsidiary fails to comply with its agreements
contained in the Securities or the Indenture (other than those referred to in
clauses (i), (ii), (iii) or (iv) above) and such failure continues for 60 days
after the notice from the Trustee or the Holders specified below; (vi) the
Company or any Restricted Subsidiary fails to pay any Indebtedness (other than
Indebtedness owing to the Company or a Restricted Subsidiary) within any
applicable grace period after final maturity or the acceleration of any such
Indebtedness by the holders thereof because of a default if the total amount of
such Indebtedness unpaid or accelerated exceeds $50,000,000 or its foreign
currency equivalent; (vii) certain events of bankruptcy, insolvency or
reorganization of the Company or a Significant Subsidiary under Sections 6.01(7)
and (8) of the Indenture; (viii) any final and nonappealable judgment or decree
(not covered by insurance) for the payment of money in excess of $50,000,000 or
its foreign currency equivalent (treating any deductibles, self-insurance or
retention as not so covered) is rendered against the Company or a Significant
Subsidiary and such final judgment or decree remains outstanding and is not
satisfied, discharged or waived within a period of 60 days following such
judgment; or (ix) any Subsidiary Guarantee ceases to be in full force and effect
in all material respects (except as contemplated by the terms thereof) or any
Subsidiary Guarantor denies or disaffirms such Subsidiary Guarantor's
obligations under the Indenture or any Subsidiary Guarantee and such Default
continues for 10 days after receipt of the notice specified below.

            The foregoing shall constitute Events of Default whatever the reason
for any such Event of Default and whether such Event of Default is voluntary or
involuntary or is 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.

            Notwithstanding the foregoing, a default under clause (iv), (v),
(vi), (viii) or (ix) (only with respect to any Subsidiary Guarantor that is not
a Significant Subsidiary) shall not constitute an Event of Default until the
Trustee notifies the Company or the Holders of at least 25% in principal amount
of the outstanding Securities notify the Company and the Trustee of the default
and the Company or the Subsidiary Guarantor, as applicable, does not cure such
default within any applicable time specified in clause (iv), (v), (vi), (viii)
or (ix) hereof after receipt of such notice.


                                                                              10

            If an Event of Default occurs (other than an Event of Default
relating to certain events of bankruptcy, insolvency or reorganization of the
Company) and is continuing, the Trustee or the Holders of at least 25% in
principal amount of all of the outstanding Securities may declare the principal
of and accrued but unpaid interest on all the Securities to be due and payable.
If an Event of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Company occurs, the principal of and interest on all the
Securities shall become immediately due and payable without any declaration or
other act on the part of the Trustee or any Holders. Under certain
circumstances, the Holders of a majority in principal amount of the outstanding
Securities may rescind any such acceleration with respect to the Securities and
its consequences.

16. Trustee Dealings with the Company

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

17. No Recourse Against Others

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

18. Authentication

            This Security shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

19. Abbreviations

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

20. Governing Law

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


                                                                              11

21. CUSIP Numbers and ISINs

            The Company has caused CUSIP numbers and ISINs to be printed on the
Securities and has directed the Trustee to use CUSIP numbers and ISINs in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Securities or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

            THE COMPANY WILL FURNISH TO ANY HOLDER OF SECURITIES UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT
THE TEXT OF THIS SECURITY.


                                                                              12

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

  (Insert assignee's soc. sec. or tax I.D. No.)

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

_______________________________________________________________

Date: ________________ Your Signature: _____________________

_______________________________________________________________
Sign exactly as your name appears on the other side of this Security.


                                                                              13

          CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF
                         TRANSFER RESTRICTED SECURITIES

This certificate relates to $____________ principal amount of Securities,
CUSIP_________, held in (check applicable space) ____ book-entry or _____
definitive form by the undersigned.

The undersigned (check one box below):

[ ]   has requested the Trustee by written order to deliver in exchange for its
      beneficial interest in the Global Security held by the Depository a
      Security or Securities in definitive, registered form of authorized
      denominations and an aggregate principal amount equal to its beneficial
      interest in such Global Security (or the portion thereof indicated above);

[ ]   has requested the Trustee by written order, in exchange for its Definitive
      Securities, to credit the participant account of the Depository specified
      by the Holder with a beneficial interest in the Global Security held by
      the Depository in an aggregate principal amount equal to the principal
      amount represented by its Definitive Securities (or the portion thereof
      indicated above);

[ ]   has requested the Trustee by written order to exchange or register the
      transfer of a Security or Securities.

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act of 1933 after the later of the date of original
issuance of such Securities and the last date, if any, on which such Securities
were owned by the Company or any Affiliate of the Company, the undersigned
confirms that such Securities are being transferred in accordance with its
terms:

CHECK ONE BOX BELOW

      (1)   [ ]   to the Company; or

      (2)   [ ]   to the Registrar for registration in the name of the Holder,
                  without transfer; or

      (3)   [ ]   pursuant to an effective registration statement under the
                  Securities Act of 1933; or

      (4)   [ ]   inside the United States to a "qualified institutional buyer"
                  (as defined in Rule 144A under the Securities Act of 1933)
                  that purchases for its own account or for the account of a
                  qualified institutional buyer to whom notice is given that
                  such transfer is being made in reliance on Rule 144A, in each
                  case pursuant to and in compliance with Rule 144A under the
                  Securities Act of 1933; or


                                                                              14

      (5)   [ ]   outside the United States in an offshore transaction within
                  the meaning of Regulation S under the Securities Act in
                  compliance with Rule 904 under the Securities Act of 1933; or

      (6)   [ ]   pursuant to another available exemption from registration
                  provided by Rule 144 under the Securities Act of 1933.

      Unless one of the boxes is checked, the Trustee will refuse to register
      any of the Securities evidenced by this certificate in the name of any
      Person other than the registered Holder thereof; provided, however, that
      if box (5) or (6) is checked, the Trustee may require, prior to
      registering any such transfer of the Securities, such legal opinions,
      certifications and other information as the Company has reasonably
      requested to confirm that such transfer is being made pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act of 1933.

                                        ___________________________
                                        Your Signature

Signature Guarantee:

Date: ___________________               __________________________
Signature must be guaranteed               Signature of Signature
by a participant in a                      Guarantee
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee

__________________________________________________________________

              TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.

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

Dated: ________________                 ________________________________
                                            NOTICE: To be executed by
                                                    an executive officer


                                                                              15

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

            The initial principal amount of this Global Security is $[ ]. The
following increases or decreases in this Global Security have been made:



                 Amount of decrease     Amount of increase     Principal amount of        Signature of
                 in Principal Amount    in Principal Amount    this Global Security   authorized signatory
Date of            of this Global         of this Global          following such         of Trustee or
Exchange              Security               Security          decrease or increase   Securities Custodian
- --------         -------------------    -------------------    --------------------   --------------------
                                                                          



                                                                              16

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Security purchased by the Company
pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the
Indenture, check the box:

                      Asset Sale [ ] Change of Control [ ]

            If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.06 or 4.08 of the Indenture, state the amount
($1,000 or an integral multiple thereof):

$____________

Date: __________________ Your Signature: __________________

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

Signature Guarantee:_______________________________________

            Signature must be guaranteed by a participant in a recognized
signature guaranty medallion program or other signature guarantor acceptable to
the Trustee



                                                                       EXHIBIT 2

                       [FORM OF FACE OF EXCHANGE SECURITY]

                           [Global Securities Legend]

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT 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 DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                                                                               2

No. Fi-                                                              $__________

                           9.00% Senior Note due 2015

                                                          CUSIP No. ____________
                                                           ISIN No. ____________

            THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation, promises to
pay to Cede & Co., or registered assigns, the principal sum [of $  ] [listed on
the Schedule of Increases or Decreases in Global Security attached hereto](2) on
July 1, 2015.

Interest Payment Dates:  January 1 and July 1, commencing January 1, 2006

Record Dates:  December 15 or June 15

- ----------

(2)   Use the Schedule of Increases and Decreases language if Note is in Global
      Form


                                                                               3

            Additional provisions of this Security are set forth on the other
side of this Security.

            IN WITNESS WHEREOF, the parties have caused this instrument to be
duly executed.

                               THE GOODYEAR TIRE & RUBBER COMPANY,

                               by _______________________________
                                  Name:
                                  Title:

                               by _______________________________
                                  Name:
                                  Title:

Dated:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

WELLS FARGO BANK, N.A.,

            as Trustee, certifies that this is one of the Securities referred to
in the Indenture.

By: ___________________________
       Authorized Signatory

- --------------
*/    If the Security is to be issued in global form, add the Global Securities
      Legend and the attachment from Exhibit 2 captioned "TO BE ATTACHED TO
      GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
      SECURITY".



                   [FORM OF REVERSE SIDE OF EXCHANGE SECURITY]

                           9.00% Senior Note due 2015

1. Interest

            (a) THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above. The Company
shall pay interest semiannually on January 1 and July 1 of each year. Interest
on the Securities shall accrue from the most recent date to which interest has
been paid or duly provided for or, if no interest has been paid or duly provided
for, from June 23, 2005 until the principal hereof is due. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. The Company
shall pay interest on overdue principal at the rate borne by the Securities, and
it shall pay interest on overdue installments of interest at the same rate to
the extent lawful.

            (b) Additional Interest--General All references to payments of
interest include payments of additional interest, if any.

2. Method of Payment

            The Company shall pay interest on the Securities (except defaulted
interest) to the Persons who are registered Holders at the close of business on
the December 15 or June 15 next preceding the interest payment date even if
Securities are canceled after the record date and on or before the interest
payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company shall pay principal, premium, if any, and
interest in money of the United States of America that at the time of payment is
legal tender for payment of public and private debts. Payments in respect of the
Securities represented by a Global Security (including principal, premium, if
any, and interest) shall be made by wire transfer of immediately available funds
to the accounts specified by The Depository Trust Company or any successor
Depository. The Company will make all payments in respect of a certificated
Security (including principal, premium, if any, and interest), at the office of
the Paying Agent, except that, at the option of the Company, payment of interest
may be made by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on a Security will be made by wire transfer to
a U.S. dollar account maintained by the payee with a bank in the United States
of America if such Holder has elected payment by wire transfer by providing
written wire instructions to the Trustee or the Paying Agent on or after the
Closing Date but, in any event, no later than 30 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion).


                                                                               2

3. Paying Agent and Registrar

            Initially, Wells Fargo Bank, N.A., a national banking association
(the "Trustee"), will act as Paying Agent and Registrar. The Company may appoint
and change any Paying Agent or Registrar without notice. The Company or any of
its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent
or Registrar.

4. Indenture

            The Company issued the Securities under an Indenture dated as of
June 23, 2005 (the "Indenture"), among the Company, the Subsidiary Guarantors
and the Trustee. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date
of the Indenture (the "TIA"). Terms defined in the Indenture and not defined
herein have the meanings ascribed thereto in the Indenture. The Securities are
subject to all terms and provisions of the Indenture, and Holders (as defined in
the Indenture) are referred to the Indenture and the TIA for a statement of such
terms and provisions.

            The Securities are senior unsecured obligations of the Company. This
Security is one of the Exchange Securities referred to in the Indenture. The
Securities include the Initial Securities and the Exchange Securities issued in
exchange for Initial Securities pursuant to the Indenture and the Registration
Rights Agreement. The Initial Securities, the Exchange Securities and all other
Securities are treated as a single class of securities under the Indenture. The
Indenture imposes certain limitations on the ability of the Company and its
Restricted Subsidiaries to, among other things, make certain Investments and
other Restricted Payments, pay dividends and other distributions, incur
Indebtedness, enter into consensual restrictions upon the payment of certain
dividends and distributions by such Restricted Subsidiaries, sell assets,
including shares of capital stock of Restricted Subsidiaries, enter into or
permit certain transactions with Affiliates and create or incur Liens. The
Indenture also imposes limitations on the ability of the Company and each
Subsidiary Guarantor to consolidate or merge with or into any other Person or
convey, transfer or lease all or substantially all of its property.

            Following the first day (the "Suspension Date") that (i) the
Securities have an Investment Grade Rating from both of the Rating Agencies, and
(ii) no Default has occurred and is continuing under the Indenture, the Company
and its Restricted Subsidiaries will not be subject to Sections 4.03, 4.04,
4.05, 4.06, 4.07, 4.11 and Section 5.01(a)(3) (collectively, the "Suspended
Covenants") of the Indenture. In addition, the Company may elect to suspend the
Subsidiary Guarantees. Upon and following any Reversion Date, the Company and
its Restricted Subsidiaries shall again be subject to the Suspended Covenants
with respect to future events and the Subsidiary Guarantees shall be reinstated.


                                                                               3

5. Guarantee

            The payment by the Company of the principal of, and premium and
interest on, the Securities is fully and unconditionally guaranteed on a joint
and several senior unsecured basis by each Subsidiary Guarantor to the extent
set forth in the Indenture. The precise terms of the Guarantee of the Securities
and the Guaranteed Obligations of the Subsidiary Guarantors are expressly set
forth in Article 10 of the Indenture.

6. Optional Redemption

            Except as set forth below in this paragraph 6 the Company will not
be entitled to redeem the Securities.

            After July 1, 2010, the Company may redeem the Securities, in whole
or in part, on not less than 30 nor more than 60 days' prior notice, at the
redemption prices (expressed as percentages of principal amount), plus accrued
and unpaid interest to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), if redeemed during the 12 month period commencing on
July 1 of the years set forth below:



                                                                                          Redemption
Year                                                                                         Price
- ----                                                                                         -----
                                                                                       
2010............................................................................           104.500%
2011............................................................................           103.000%
2012............................................................................           101.500%
2013 and thereafter.............................................................           100.000%


            In addition, prior to July 1, 2008, the Company may, on one or more
occasions, redeem up to a maximum of 35% of the original aggregate principal
amount of the Securities (calculated giving effect to any issuance of Additional
Securities) with the Net Cash Proceeds of one or more Equity Offerings by the
Company, at a redemption price equal to 109.000% of the principal amount
thereof, plus accrued and unpaid interest to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date); provided, however, that (1) at least 65%
of the original aggregate principal amount of the Securities (calculated giving
effect to any issuance of Additional Securities) remains outstanding after
giving effect to any such redemption and (2) any such redemption by the Company
is made within 90 days after the closing of such Equity Offering and is made in
accordance with certain procedures set forth in the Indenture.

            In addition, prior to July 1, 2010, the Company may at its option
redeem the Securities, in whole or in part, at a redemption price equal to 100%
of the principal amount of the Securities plus the Applicable Premium as of, and
accrued and unpaid interest to, the redemption date (subject to the right of
Holders on the relevant record date to receive interest due on the relevant
interest payment date). Notice of such redemption


                                                                               4

must be mailed by first-class mail to each Holder's registered address, not less
than 30 nor more than 60 days prior to the redemption date.

            "Applicable Premium" means, with respect to a Security at any
redemption date, the greater of (1) 1.00% of the principal amount of such
Security and (2) the excess of (A) the present value at such redemption date of
(i) the redemption price of such Security on July 1, 2010 (such redemption price
being described in the first paragraph in this section exclusive of any accrued
interest), plus (ii) all required remaining scheduled interest payments due on
such Security through July 1, 2010 (but excluding accrued and unpaid interest to
the redemption date), computed using a discount rate equal to the Adjusted
Treasury Rate, over (B) the principal amount of such note on such redemption
date.

            "Adjusted Treasury Rate" means, with respect to any redemption date,
(1) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after July 1, 2010, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Adjusted Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month) or (2)
if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date, in each case calculated on
the third Business Day immediately preceding the redemption date, in each case
of (1) and (2), plus 0.50%.

            "Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the from the redemption date to July 1, 2010, that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of U.S. Dollar denominated corporate debt
securities of a maturity most nearly equal to July 1, 2010.

            "Comparable Treasury Price" means, with respect to any redemption
date, if clause (2) of the Adjusted Treasury Rate is applicable, the average of
three, or if not possible, such lesser number as is obtained by the Company,
Reference Treasury Dealer Quotations for such redemption date.

            "Quotation Agent" means one of the Reference Treasury Dealers
selected by the Company.


                                                                               5

            "Reference Treasury Dealer" means Citigroup Global Markets Inc. and
its successors and assigns and two other nationally recognized investment
banking firms selected by the Company that are primary U.S. Government
securities dealers.

            "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue,
expressed in each case as a percentage of its principal amount, quoted in
writing to the Company by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day immediately preceding such redemption date.

7. Sinking Fund

            The Securities are not subject to any sinking fund.

8. Notice of Redemption

            Notice of redemption will be mailed by first-class mail at least 30
days but not more than 60 days before the redemption date to each Holder of
Securities to be redeemed at his, her or its registered address. Securities in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued and unpaid interest on all Securities (or portions thereof) to be
redeemed on the redemption date is deposited with the Paying Agent on or before
the redemption date and certain other conditions are satisfied, on and after
such date interest ceases to accrue on such Securities (or such portions
thereof) called for redemption.

9. Repurchase of Securities at the Option of Holders

            Upon a Change of Control, any Holder of Securities will have the
right, subject to certain conditions specified in the Indenture, to cause the
Company to repurchase all or any part of the Securities of such Holder at a
purchase price equal to 101% of the principal amount of the Securities to be
repurchased plus accrued and unpaid interest to the date of repurchase (subject
to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date that is on or prior to the
date of purchase) as provided in, and subject to the terms of, the Indenture.

            In accordance with Section 4.06 of the Indenture, the Company will
be required to offer to purchase Securities upon the occurrence of certain
events.

10. Denominations; Transfer; Exchange

            The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture. Upon any transfer or
exchange, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay any
taxes required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Securities selected for


                                                                               6

redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or to transfer or exchange any
Securities for a period of 15 days prior to a selection of Securities to be
redeemed or for a period of 15 days prior to an interest payment date.

11. Persons Deemed Owners

            Except as provided in paragraph 2 hereof, the registered Holder of
this Security may be treated as the owner of it for all purposes.

12. Unclaimed Money

            If money for the payment of principal, interest remains unclaimed
for two years, the Trustee and the Paying Agent shall pay the money back to the
Company at its written request unless an abandoned property law designates
another Person. After any such payment, Holders entitled to the money must look
to the Company for payment as general creditors and the Trustee and the Paying
Agent shall have no further liability with respect to such monies.

13. Discharge and Defeasance

            Subject to certain conditions, the Company at any time may terminate
some of or all its obligations under the Securities and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for the
payment of principal of, and interest on the Securities to redemption, or
maturity, as the case may be.

14. Amendment, Waiver

            Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate principal amount of all of the
Securities then outstanding voting as a single class and (ii) any Default may be
waived with the written consent of the Holders of at least a majority in
principal amount of all of the Securities then outstanding voting as a single
class; provided, however, that if any amendment, waiver or other modification
will affect only the Securities, only the consent of the Holders of at least a
majority in aggregate principal amount of the then outstanding Securities (and
not the consent of the Holders of at least a majority in aggregate principal
amount of all Securities) shall be required.

            Subject to certain exceptions set forth in the Indenture, without
the consent of any Holder, the Company, the Subsidiary Guarantors and the
Trustee may amend the Indenture or the Securities (i) to cure any ambiguity,
omission, defect or inconsistency; (ii) to provide for the assumption by a
successor corporation of the obligations of the Company under the Indenture in
compliance with Article 5 of the Indenture; (iii) to provide for uncertificated
Securities in addition to or in place of certificated Securities; (iv) to add
Guarantees with respect to the Securities or to confirm and evidence the
release, termination or discharge of any such Guarantee or security when such
release, termination or discharge is permitted under the Indenture; (v) to add
additional covenants


                                                                               7

or to surrender rights and powers conferred on the Company; (vi) to make any
change that does not adversely affect the rights of any Holder in any material
respect, subject to the provisions of the Indenture; (vii) to comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA; (viii) to make any amendment to provisions of the
Indenture relating to form, authentication, transfer and legending of
Securities; provided, however, that compliance with the Indenture as so amended
would not result in Securities being transferred in violation of the Securities
Act; or (ix) to provide for the issuance of the Exchange Securities or
Additional Securities in accordance with the terms of the Indenture.

15. Defaults and Remedies

            An "Event of Default" occurs if: (i) the Company defaults in any
payment of interest on any Security when the same becomes due and payable, and
such default continues for 30 days; (ii) the Company defaults in the payment of
principal of any Security when the same becomes due and payable at its Stated
Maturity, upon optional redemption or required repurchase, upon declaration of
acceleration or otherwise; (iii) the Company or any Subsidiary Guarantor fails
to comply with its obligations under Section 5.01 of the Indenture; (iv) the
Company or any Restricted Subsidiary fails to comply with Section 4.03, 4.04,
4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 or 4.12 of the Indenture (in each case,
other than a failure to purchase Securities) and such failure continues for 30
days after the notice from the Trustee or the Holders specified below; (v) the
Company or any Restricted Subsidiary fails to comply with its agreements
contained in the Securities or the Indenture (other than those referred to in
clauses (i), (ii), (iii) or (iv) above) and such failure continues for 60 days
after the notice from the Trustee or the Holders specified below; (vi) the
Company or any Restricted Subsidiary fails to pay any Indebtedness (other than
Indebtedness owing to the Company or a Restricted Subsidiary) within any
applicable grace period after final maturity or the acceleration of any such
Indebtedness by the holders thereof because of a default if the total amount of
such Indebtedness unpaid or accelerated exceeds $50,000,000 or its foreign
currency equivalent; (vii) certain events of bankruptcy, insolvency or
reorganization of the Company or a Significant Subsidiary under Sections 6.01(7)
and (8) of the Indenture; (viii) any final and nonappealable judgment or decree
(not covered by insurance) for the payment of money in excess of $50,000,000 or
its foreign currency equivalent (treating any deductibles, self-insurance or
retention as not so covered) is rendered against the Company or a Significant
Subsidiary and such final judgment or decree remains outstanding and is not
satisfied, discharged or waived within a period of 60 days following such
judgment; or (ix) any Subsidiary Guarantee ceases to be in full force and effect
in all material respects (except as contemplated by the terms thereof) or any
Subsidiary Guarantor denies or disaffirms such Subsidiary Guarantor's
obligations under the Indenture or any Subsidiary Guarantee and such Default
continues for 10 days after receipt of the notice specified below.

            The foregoing shall constitute Events of Default whatever the reason
for any such Event of Default and whether such Event of Default is voluntary or
involuntary or is 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.


                                                                               8

            Notwithstanding the foregoing, a default under clause (iv), (v),
(vi), (viii) or (ix) (only with respect to any Subsidiary Guarantor that is not
a Significant Subsidiary) shall not constitute an Event of Default until the
Trustee notifies the Company or the Holders of at least 25% in principal amount
of the outstanding Securities notify the Company and the Trustee of the default
and the Company or the Subsidiary Guarantor, as applicable, does not cure such
default within any applicable time specified in clause (iv), (v), (vi), (viii)
or (ix) hereof after receipt of such notice.

            If an Event of Default occurs (other than an Event of Default
relating to certain events of bankruptcy, insolvency or reorganization of the
Company) and is continuing, the Trustee or the Holders of at least 25% in
principal amount of all of the outstanding Securities may declare the principal
of and accrued but unpaid interest on all the Securities to be due and payable.
If an Event of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Company occurs, the principal of and interest on all the
Securities shall become immediately due and payable without any declaration or
other act on the part of the Trustee or any Holders. Under certain
circumstances, the Holders of a majority in principal amount of the outstanding
Securities may rescind any such acceleration with respect to the Securities and
its consequences.

16. Trustee Dealings with the Company

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

17. No Recourse Against Others

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

18. Authentication

            This Security shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

19. Abbreviations

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


                                                                               9

20. Governing Law

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

21. CUSIP Numbers and ISINs

            The Company has caused CUSIP numbers and ISINs to be printed on the
Securities and has directed the Trustee to use CUSIP numbers and ISINs in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Securities or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

            THE COMPANY WILL FURNISH TO ANY HOLDER OF SECURITIES UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT
THE TEXT OF THIS SECURITY.


                                                                              10

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

      (Insert assignee's soc. sec. or tax I.D. No.)

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

____________________________________________________________

Date: ________________ Your Signature: _____________________

____________________________________________________________

Sign exactly as your name appears on the other side of this Security. Signature
must be guaranteed by a participant in a recognized signature guaranty medallion
program or other signature guarantor acceptable to the Trustee.


                                                                              11

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL Security

            The initial principal amount of this Global Security is $[    ]. The
following increases or decreases in this Global Security have been made:



                 Amount of decrease     Amount of increase     Principal amount of       Signature of
                in Principal Amount    in Principal Amount    this Global Security   authorized signatory
Date of           of this Global         of this Global         following such         of Trustee or
Exchange             Security               Security          decrease or increase   Securities Custodian
- --------        -------------------    -------------------    --------------------   --------------------
                                                                         



                                                                              12

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Security purchased by the Company
pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the
Indenture, check the box:

                      Asset Sale [ ] Change of Control [ ]

            If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.06 or 4.08 of the Indenture, state the amount
($1,000 or an integral multiple thereof):

$__________

Date: __________________ Your Signature: __________________

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

Signature Guarantee:_______________________________________

Signature must be guaranteed by a participant in a recognized signature guaranty
medallion program or other signature guarantor acceptable to the Trustee



                                                                       EXHIBIT 3

                        [FORM OF SUPPLEMENTAL INDENTURE]

                                    SUPPLEMENTAL INDENTURE (this "Supplemental
                        Indenture") dated as of        , among [GUARANTOR] (the
                        "New Guarantor"), a subsidiary of THE GOODYEAR TIRE &
                        RUBBER COMPANY (or its successor), an Ohio corporation
                        (the "Company"), the subsidiary guarantors listed on the
                        signature pages hereto (the "Subsidiary Guarantors") and
                        WELLS FARGO BANK, N.A., a national banking association,
                        as trustee under the indenture referred to below (the
                        "Trustee").

                              W I T N E S S E T H :

            WHEREAS the Company and the Subsidiary Guarantors (the "Existing
Guarantors") have heretofore executed and delivered to the Trustee an Indenture
(the "Indenture") dated as of June 23, 2005, providing for the issuance of the
Company's 9.00% Senior Notes due 2015 (the "Securities"), initially in the
aggregate principal amount of $400,000,000.

            WHEREAS Section 4.11 of the Indenture provides that under certain
circumstances the Company is required to cause the New Guarantor to execute and
deliver to the Trustee a supplemental indenture pursuant to which the New
Guarantor shall unconditionally guarantee all the Company's obligations under
the Securities pursuant to a Subsidiary Guarantee on the terms and conditions
set forth herein; and

            WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the
Company and the Existing Guarantors are authorized to execute and deliver this
Supplemental Indenture;

            NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the New
Guarantor, the Company, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the holders of the
Securities as follows:

            1. Agreement to Guarantee. The New Guarantor hereby agrees, jointly
and severally with all Existing Guarantors, to unconditionally guarantee the
Company's obligations under the Securities on the terms and subject to the
conditions set forth in Article 10 of the Indenture and to be bound by all other
applicable provisions of the Indenture and the Securities.

            2. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all


                                                                               2

purposes, and every holder of Securities heretofore or hereafter authenticated
and delivered shall be bound hereby.

            3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

            4. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.

            5. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

            6. Effect of Headings. The Section headings herein are for
convenience only and shall not effect the construction thereof.


                                                                               3

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

                                     [NEW GUARANTOR],

                                     by ____________________________
                                        Name:
                                        Title:

                                     THE GOODYEAR TIRE & RUBBER COMPANY,

                                     by ____________________________
                                        Name:
                                        Title:

                                     [EXISTING GUARANTORS],

                                     by ____________________________
                                        Name:
                                        Title:

                                     WELLS FARGO BANK, N.A., as Trustee,

                                     by ____________________________
                                        Name:
                                        Title:

EX-4.3

                                                                     EXHIBIT 4.3

                          REGISTRATION RIGHTS AGREEMENT

      This REGISTRATION RIGHTS AGREEMENT dated June 23, 2005 (the "Agreement")
is entered into by and among The Goodyear Tire & Rubber Company, an Ohio
corporation (the "Company"), the Guarantors named in the Purchase Agreement (the
"Guarantors"), Citibank Global Markets Inc., BNP Paribas Securities Corp.,
Credit Suisse First Boston LLC, Goldman, Sachs & Co., J.P. Morgan Securities
Inc., Calyon Securities (USA) Inc., Deutsche Bank Securities, Inc., Natexis
Bleichroeder Inc. and KBC Financial Products USA, Inc. (the "Initial
Purchasers").

      The Company, the Guarantors and the Initial Purchasers are parties to the
Purchase Agreement dated as of June 20, 2005 (the "Purchase Agreement"), which
provides for the sale by the Company to the Initial Purchasers of $400,000,000
aggregate principal amount of the Company's 9.00% Senior Notes due 2015 (the
"Securities"), which will be guaranteed on a senior basis by each of the
Guarantors. As an inducement to the Initial Purchasers to enter into the
Purchase Agreement, the Company and the Guarantors have agreed to provide to the
Initial Purchasers and the Holders (as defined below) from time to time of the
Securities the registration rights set forth in this Agreement. The execution
and delivery of this Agreement is a condition to the closing under the Purchase
Agreement.

      In consideration of the foregoing, the parties hereto agree as follows:

      1. Definitions. As used in this Agreement, the following terms shall have
the following meanings:

      "Agreement" shall have the meaning set forth in the preamble.

      "Business Day" shall mean any day that is not a Saturday, Sunday or other
day on which banking institutions are not required by law or regulation to be
open in the State of New York.

      "Closing Date" shall mean the Closing Date as defined in the Purchase
Agreement.

      "Company" shall have the meaning set forth in the preamble and shall also
include the Company's successors.

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

      "Exchange Dates" shall have the meaning set forth in Section 2(a)(ii)
hereof.

      "Exchange Offer" shall mean the exchange offer by the Company and the
Guarantors of Exchange Securities for Registrable Securities pursuant to Section
2(a) hereof.

      "Exchange Offer Registration" shall mean a registration under the
Securities Act effected pursuant to Section 2(a) hereof.



      "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form) and all amendments and supplements to such registration statement, in each
case including the Prospectus contained therein, all exhibits thereto and any
document incorporated by reference therein.

      "Exchange Securities" shall mean senior notes issued by the Company and
guaranteed by the Guarantors under the Indenture containing terms substantially
identical to the Securities (except that the Exchange Securities will not be
subject to restrictions on transfer or to any increase in annual interest rate
for failure to comply with this Agreement) and to be offered to Holders of
Securities in exchange for Securities pursuant to the Exchange Offer.

      "Guarantors" shall have the meaning set forth in the preamble and shall
also include any Guarantor's successors.

      "Holders" shall mean the Initial Purchasers, for so long as they own any
Registrable Securities, and each of their successors, assigns and direct and
indirect transferees who become owners of Registrable Securities under the
Indenture; provided that for purposes of Sections 5 and 6 of this Agreement, the
term "Holders" shall include Participating Broker-Dealers.

      "Indemnified Person" shall have the meaning set forth in Section 7(c)
hereof.

      "Indemnifying Person" shall have the meaning set forth in Section 7(c)
hereof.

      "Indenture" shall mean the Indenture relating to the Securities and the
Exchange Securities dated as of June 23, 2005 among the Company, the Guarantors
and Wells Fargo Bank, N.A., as trustee, and as the same may be amended from time
to time in accordance with the terms thereof.

      "Initial Purchasers" shall have the meaning set forth in the preamble.

      "Inspector" shall have the meaning set forth in Section 4(m) hereof.

      "Majority Holders" shall mean the Holders of a majority of the aggregate
principal amount of outstanding Registrable Securities; provided that whenever
the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities owned directly or
indirectly by the Company or any of its affiliates (other than subsequent
Holders of Registrable Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage or amount.

      "Participating Broker-Dealer" shall have the meaning set forth in Section
6(a) hereof.

      "Person" shall mean an individual, partnership, limited liability company,
corporation, trust or unincorporated organization, or a government or agency or
political subdivision thereof.

      "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any

                                       2


prospectus supplement, including a prospectus supplement with respect to the
terms of the offering of any portion of the Registrable Securities covered by a
Shelf Registration Statement, and by all other amendments and supplements to
such prospectus, and in each case including any document incorporated by
reference therein.

      "Purchase Agreement" shall have the meaning set forth in the preamble.

      "Registrable Securities" shall mean the Securities; provided that the
Securities shall cease to be Registrable Securities (i) when a Registration
Statement with respect to such Securities has been declared effective under the
Securities Act and such Securities have been exchanged or disposed of pursuant
to such Registration Statement, (ii) when such Securities are eligible to be
sold pursuant to Rule 144(k) (or any similar provision then in force, but not
Rule 144A) under the Securities Act or (iii) when such Securities cease to be
outstanding.

      "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company and the Guarantors with this
Agreement, including without limitation: (i) all SEC, stock exchange or National
Association of Securities Dealers, Inc. registration and filing fees and
expenses, (ii) all reasonable fees and expenses incurred in connection with
compliance with state securities or blue sky laws (including reasonable fees and
disbursements of one counsel for the Underwriters and Holders in connection with
blue sky qualification of any Exchange Securities or Registrable Securities),
(iii) all reasonable expenses of any Persons in preparing or assisting in
preparing, word processing, printing and distributing any Registration Statement
or any Prospectus and any amendments or supplements thereto, any underwriting
agreements, securities sales agreements or other similar agreements and any
other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) all reasonable fees and
disbursements relating to the qualification of the Indenture under applicable
securities laws, (vi) the fees and disbursements of the Trustee and its counsel,
(vii) the reasonable fees and disbursements of counsel for the Company and the
Guarantors and, in the case of a Shelf Registration Statement, the reasonable
fees and disbursements of one counsel for the Holders (which counsel shall be
selected by the Majority Holders and which counsel may also be counsel for the
Initial Purchasers; provided that such counsel shall be reasonably acceptable to
the company) and (viii) the fees and disbursements of the independent public
accountants of the Company and the Guarantors, including the expenses of any
special audits or "comfort" letters required by or incident to the performance
of and compliance with this Agreement, but excluding fees and expenses of
counsel to the Underwriters (other than fees and expenses set forth in clause
(ii) above) or the Holders and underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.

      "Registration Statement" shall mean any registration statement of the
Company and the Guarantors that covers any of the Exchange Securities or
Registrable Securities pursuant to the provisions of this Agreement and all
amendments and supplements to any such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and any document incorporated by reference
therein.

      "Rules" shall have the meaning set forth in Section 4(r).

                                       3


      "SEC" shall mean the Securities and Exchange Commission.

      "Securities" shall have the meaning set forth in the preamble.

      "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time.

      "Shelf Effectiveness Period" shall have the meaning set forth in Section
3(a) hereof.

      "Shelf Registration" shall mean a registration effected pursuant to
Section 3(a) hereof.

      "Shelf Registration Statement" shall mean a "shelf" registration statement
of the Company and the Guarantors that covers all or a portion of the
Registrable Securities (but no other securities unless approved by the Holders
whose Registrable Securities are to be covered by such Shelf Registration
Statement) on an appropriate form under Rule 415 under the Securities Act, or
any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and any document incorporated by reference therein.

      "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended from time to time.

      "Trustee" shall mean Wells Fargo Bank, N.A., the trustee under the
Indenture.

      "Underwriter" shall have the meaning set forth in Section 5.

      "Underwritten Offering" shall mean an offering in which Registrable
Securities are sold to an Underwriter for reoffering to the public.

      2. Registration Under the Securities Act. (a) To the extent not prohibited
by any applicable law or applicable interpretations of the staff of the SEC, the
Company and the Guarantors shall, at their own cost, use their commercially
reasonable efforts to prepare and cause to be filed an Exchange Offer
Registration Statement covering an offer to the Holders to exchange all the
Registrable Securities for Exchange Securities. The Company and the Guarantors
shall commence the Exchange Offer promptly after the Exchange Offer Registration
Statement is declared effective by the SEC and use commercially reasonable
efforts to complete the Exchange Offer not later than 60 days after such
effective date.

      The Company and the Guarantors shall commence the Exchange Offer by
mailing the related Prospectus, appropriate letters of transmittal and other
accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law, substantially the following:

(i)   that the Exchange Offer is being made pursuant to this Agreement and that
      all Registrable Securities validly tendered and not properly withdrawn
      will be accepted for exchange;

(ii)  the date of acceptance for exchange (which shall be a period of at least
      20 Business Days from the date such notice is mailed) (the "Exchange
      Date");

                                       4


(iii) that any Registrable Security not tendered will remain outstanding and
      continue to accrue interest but will not retain any rights under this
      Agreement;

(iv)  that any Holder electing to have a Registrable Security exchanged pursuant
      to the Exchange Offer will be required to surrender such Registrable
      Security, together with the appropriate letters of transmittal, to the
      institution and at the address (located in the Borough of Manhattan, The
      City of New York) and in the manner specified in the notice, prior to the
      close of business on the Exchange Date; and

(v)   that any Holder will be entitled to withdraw its election, not later than
      the close of business on the Exchange Date, by sending to the institution
      and at the address (located in the Borough of Manhattan, The City of New
      York) specified in the notice, a communication specified in the letter of
      transmittal setting forth the name of such Holder, the principal amount of
      Registrable Securities delivered for exchange and a statement that such
      Holder is withdrawing its election to have such Registrable Securities
      exchanged.

      As a condition to participating in the Exchange Offer, a Holder will be
required to represent to the Company and the Guarantors that (i) any Exchange
Securities to be received by it will be acquired in the ordinary course of its
business, (ii) at the time of the commencement of the Exchange Offer it has no
arrangement or understanding with any Person to participate in the distribution
(within the meaning of the Securities Act) of the Exchange Securities in
violation of the provisions of the Securities Act, (iii) it is not an
"affiliate" (within the meaning of Rule 405 under Securities Act) of the Company
or any Guarantor and (iv) if such Holder is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Registrable Securities
that were acquired as a result of market-making or other trading activities,
then such Holder will deliver a Prospectus in connection with any resale of such
Exchange Securities.

      As soon as practicable after the Exchange Date, the Company and the
Guarantors shall:

(i)   accept for exchange Registrable Securities or portions thereof validly
      tendered and not properly withdrawn pursuant to the Exchange Offer; and

(ii)  deliver, or cause to be delivered, to the Trustee for cancellation all
      Registrable Securities or portions thereof so accepted for exchange by the
      Company and issue, and cause the Trustee to promptly authenticate and
      deliver to each Holder, Exchange Securities equal in principal amount to
      the principal amount of the Registrable Securities surrendered by such
      Holder.

      The Company and the Guarantors shall use commercially reasonable efforts
to complete the Exchange Offer as provided above and shall comply in all
material respects with the applicable requirements of the Securities Act, the
Exchange Act and other applicable laws and regulations in connection with the
Exchange Offer. The Exchange Offer shall not be subject to any conditions, other
than that the Exchange Offer does not violate any applicable law or applicable
interpretations of the Staff of the SEC.

      3. Shelf Registration. (a) In the event that (i) the Company and the
Guarantors determine that the Exchange Offer Registration provided for in
Section 2(a) above is not

                                       5


available or may not be completed as soon as practicable after the Exchange Date
because it would violate any applicable law or applicable interpretations of the
staff of the SEC, (ii) the Exchange Offer is not for any other reason completed
by March 20, 2006 or (iii) upon completion of the Exchange Offer any Initial
Purchaser shall so request in connection with any offering or sale of
Registrable Securities that were ineligible to be exchanged in the Exchange
Offer, the Company and the Guarantors shall, at their own cost, prepare and use
commercially reasonable efforts to cause to be filed as soon as reasonably
practicable after such determination, date or request, as the case may be, a
Shelf Registration Statement providing for the sale of the Registrable
Securities by the Holders thereof from time to time in accordance with the
methods of distribution set forth in the Shelf Registration Statement and Rule
415 of the Securities Act (the "Shelf Registration") and to have such Shelf
Registration Statement declared effective as soon as reasonably practicable by
the SEC; provided that the Company and the Guarantors shall not be required to
file such Shelf Registration Statement or cause such Shelf Registration
Statement to become and stay effective if and when, in the case of clauses (i)
or (ii) above, the Exchange Offer Registration is available.

      In the event that the Company and the Guarantors are required to file a
Shelf Registration Statement pursuant to clause (iii) of the preceding sentence,
the Company and the Guarantors shall use commercially reasonable efforts to file
and have declared effective by the SEC both an Exchange Offer Registration
Statement pursuant to Section 2(a) with respect to all Registrable Securities
and a Shelf Registration Statement (which may be a combined Registration
Statement with the Exchange Offer Registration Statement) with respect to offers
and sales of Registrable Securities held by the Initial Purchasers after
completion of the Exchange Offer.

      The Company and the Guarantors agree to use commercially reasonable
efforts to keep the Shelf Registration Statement continuously effective until
the date that is two years from the date hereof or such shorter period that will
terminate when all the Registrable Securities covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement (the
"Shelf Effectiveness Period"). The Company and the Guarantors further agree to
supplement or amend the Shelf Registration Statement and the related Prospectus
if required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
by the Securities Act or by any other rules and regulations thereunder for shelf
registration or if reasonably requested by a Holder of Registrable Securities
with respect to information relating to such Holder, and to use commercially
reasonable efforts to cause any such amendment to become effective and such
Shelf Registration Statement and Prospectus to become usable as soon as
reasonably practicable thereafter. The Company and the Guarantors agree to
furnish to the Holders of Registrable Securities named in the Shelf Registration
Statement copies of any such supplement or amendment promptly after its being
used or filed with the SEC.

      (b) The Company and the Guarantors shall pay all Registration Expenses in
connection with the performance by the Company and the Guarantors of their
obligations pursuant to this Agreement. Each Holder shall pay their own costs
and expenses, including all underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of such Holder's Registrable
Securities pursuant to the Shelf Registration Statement or the Exchange Offer
Registration Statement.

                                       6


      (c) An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 3(a) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC.

      (d) In the event that either the Exchange Offer is not completed or the
Shelf Registration Statement, if required hereby, is not declared effective on
or prior to March 20, 2006, the interest rate on the Registrable Securities will
be increased by (x) 0.25% per annum for the first 90-day period immediately
following March 20, 2006 and (y) an additional 0.25% per annum with respect to
each subsequent 90-day period, up to a maximum of 1.00% per annum of additional
interest, until the Exchange Offer is completed or the Shelf Registration
Statement, if required hereby, is declared effective by the SEC or the
Securities become freely tradable under the Securities Act.

      If the Shelf Registration Statement has been declared effective and
thereafter either ceases to be effective or the Prospectus contained therein
ceases to be usable at any time during the Shelf Effectiveness Period, and such
failure to remain effective or usable exists for more than 45 days (whether or
not consecutive) in any 12-month period, then the interest rate on the
Registrable Securities will be increased by (x) 0.25% per annum for the first
90-day period immediately following such 45th day of ineffectiveness or lack of
usability and (y) an additional 0.25% per annum with respect to each such
subsequent 90-day period of ineffectiveness or lack of usability, up to a
maximum of 1.00% per annum of additional interest, commencing on the 45th day in
such 12-month period and ending on such date that the Shelf Registration
Statement has again been declared effective or the Prospectus again becomes
usable.

      The events described in the preceding two paragraphs are collectively
referred to as "Registration Defaults." Upon the cure of all Registration
Defaults relating to the Registrable Securities, the accrual of additional
interest with respect to the Registrable Securities will cease. In no event
shall such additional interest ever be greater than 1.00% per annum.

      (e) Without limiting the remedies available to the Initial Purchasers and
the Holders, the Company and the Guarantors acknowledge that any failure by the
Company or the Guarantors to comply with their obligations under Section 2(a)
and Section 3(a) hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it
will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may obtain
such relief as may be required to specifically enforce the Company's and the
Guarantors' obligations under Section 2(a) and Section 3(a) hereof; provided
that the Initial Purchasers shall not be entitled to any monetary damages other
than the additional interest provided for in this Agreement.

      4. Registration Procedures. In connection with their obligations pursuant
to Section 2(a) and Section 3(a) hereof, the Company and the Guarantors shall as
expeditiously as possible:

      (a) prepare and file with the SEC a Registration Statement on the
appropriate form under the Securities Act, which form (x) shall be selected by
the Company and the Guarantors, (y) shall, in the case of a Shelf Registration,
be available for the sale of the Registrable Securities by the selling Holders
thereof and (z) shall comply as to form in all material respects with the

                                       7


requirements of the applicable form and include all financial statements
required by the SEC to be filed therewith; and use commercially reasonable
efforts to cause such Registration Statement to become effective and remain
effective for the applicable period in accordance with Section 2 and Section 3
hereof, as applicable;

      (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period in accordance with
Section 2 and Section 3 hereof, as applicable ,and cause each Prospectus to be
supplemented by any required prospectus supplement and, as so supplemented, to
be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus
current during the period described in Section 4(3) of and Rule 174 under the
Securities Act that is applicable to transactions by brokers or dealers with
respect to the Registrable Securities or Exchange Securities;

      (c) in the case of a Shelf Registration, or in the case of an Exchange
Offer Registration Statement, with respect to Participating Broker-Dealers that
hold Registrable Securities as a result of market-making or other trading
activities, furnish to each Holder of Registrable Securities, to counsel for the
Initial Purchasers, to counsel for such Holders and to each Underwriter of an
Underwritten Offering of Registrable Securities, if any, without charge, as many
copies of each Prospectus, including each preliminary Prospectus, and any
amendment or supplement thereto, as reasonably requested, in order to facilitate
the sale or other disposition of the Registrable Securities thereunder; and the
Company and the Guarantors consent to the use of such Prospectus and any
amendment or supplement thereto in accordance with applicable law by each of the
selling Holders of Registrable Securities and any such Underwriters in
connection with the offering and sale of the Registrable Securities covered by
and in the manner described in such Prospectus or any amendment or supplement
thereto in accordance with applicable law;

      (d) use commercially reasonable efforts to register or qualify the
Registrable Securities under all applicable state securities or blue sky laws of
such jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement is declared effective by the SEC; provide all
such information as may be required by the National Association of Securities
Dealers, Inc. in connection with an offering under a Shelf Registration
Statement of the Registrable Securities (including, without limitation, such as
may be required by Rule 2710 or 2720 thereunder), and cooperate with the Holders
in connection with any filings required to be made with the National Association
of Securities Dealers, Inc.; and do any and all other acts and things that may
be reasonably necessary or advisable to enable each Holder to complete the
disposition in each such jurisdiction of the Registrable Securities owned by
such Holder; provided that neither the Company nor any Guarantor shall be
required to (i) qualify as a foreign corporation or other entity or as a dealer
in securities in any such jurisdiction where it would not otherwise be required
to so qualify, (ii) file any general consent to service of process in any such
jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it
is not so subject;

      (e) in the case of a Shelf Registration, notify each Holder of Registrable
Securities included within the coverage of the Shelf Registration Statement,
counsel for such Holders and counsel for the Initial Purchasers promptly and, if
requested by any such Holder or counsel, confirm such advice in writing (i) when
a Registration Statement has become effective and when

                                       8


any post-effective amendment thereto has been filed and becomes effective, (ii)
of any request by the SEC or any state securities authority for amendments and
supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) if, between the effective date of a
Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company or any
Guarantor contained in any underwriting agreement, securities sales agreement or
other similar agreement, if any, relating to an offering of such Registrable
Securities cease to be true and correct in all material respects, (v) if the
Company or any Guarantor receives any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, (vi) of the
happening of any event during the period a Registration Statement is effective
that makes any statement made in such Registration Statement or the related
Prospectus untrue in any material respect or that requires the making of any
changes in such Registration Statement or Prospectus in order to make the
statements therein not misleading (vii) of the suspension by the Company, in the
exercise of its reasonable judgment, of the use of the Registration Statement or
Prospectus in order to avoid premature disclosure of material non-public
information, the premature disclosure of which the Company determines, in its
good faith judgment, would be harmful to the Company and (viii) of any
determination by the Company or any Guarantor, after consultation with counsel,
that a post-effective amendment to a Registration Statement is necessary;

      (f) use commercially reasonable efforts to obtain (i) the withdrawal of
any order suspending the effectiveness of a Registration Statement and the use
of any related Prospectus and (ii) the lifting of any suspension of the
qualification (or exemption from qualification) of any of the Registrable
Securities for offer or sale in any jurisdiction in which they have been
qualified for sale, in each case as soon as reasonably practicable, and shall
provide notice to each Holder and the Initial Purchasers of the withdrawal of
any such orders or suspensions;

      (g) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, without charge, at least one conformed copy of each
Registration Statement and any post-effective amendment thereto (without any
documents incorporated therein by reference or exhibits thereto, unless
requested);

      (h) in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends and enable such Registrable Securities to be
issued in such denominations and registered in such names (consistent with the
provisions of the Indenture) as the selling Holders may reasonably request at
least five Business Days prior to the closing of any sale of Registrable
Securities;

      (i) in the case of a Shelf Registration or an Exchange Offer Registration,
upon the occurrence of any event contemplated by Section 4(e)(vi) hereof, use
commercially reasonable efforts to prepare and file with the SEC a supplement or
post-effective amendment to a Registration Statement or the related Prospectus
or any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to purchasers of the

                                       9


Registrable Securities, such Prospectus will not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; and the Company and the Guarantors shall notify the
Holders of Registrable Securities included in the coverage of the Shelf
Registration Statement or the Exchange Offer Registration Statement, as the case
may be, to suspend use of the Prospectus or as promptly as practicable after the
occurrence of such an event, and such Holders hereby agree to suspend use of the
Prospectus until the Company and the Guarantors have amended or supplemented the
Prospectus to correct such misstatement or omission (provided that the
provisions of this section shall not otherwise limit the obligation of the
Company to pay additional interest pursuant to Section 3(d));

      (j) within a reasonable time (but in any event within three Business Days)
prior to the filing of any Registration Statement, any Prospectus, any amendment
to a Registration Statement or amendment or supplement to a Prospectus or of any
document that is to be incorporated by reference into a Registration Statement
or Prospectus after initial filing of a Registration Statement, provide copies
of such document to the Initial Purchasers and their counsel (and, in the case
of a Shelf Registration Statement, to the Holders of Registrable Securities
included in the coverage of the Shelf Registration Statement and their counsel)
and make such of the representatives of the Company and the Guarantors as shall
be reasonably requested by the Initial Purchasers or their counsel (and, in the
case of a Shelf Registration Statement, to the Holders of Registrable Securities
included in the coverage of the Shelf Registration Statement and their counsel)
available for discussion of such document; and the Company and the Guarantors
shall not file any Registration Statement, Prospectus, amendment of or
supplement to a Registration Statement or a Prospectus, or any document that is
to be incorporated by reference into a Registration Statement or a Prospectus
after initial filing of a Registration Statement, of which the Initial
Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, the Holders of Registrable Securities included in the coverage of the
Shelf Registration Statement and their counsel) shall not have previously been
advised and furnished a copy pursuant to this paragraph or to which the Initial
Purchasers or their counsel (and, in the case of a Shelf Registration Statement,
the Holders of Registrable Securities included in the coverage of the Shelf
Registration Statement or their counsel) shall reasonably object within a
reasonable period of time after receipt of such documents and in each case after
having been afforded the opportunity to discuss such matters with the Company
and the Guarantors;

      (k) obtain a CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, not later than the effective date of a
Registration Statement;

      (l) cause the Indenture to be qualified under the Trust Indenture Act in
connection with the registration of the Exchange Securities or Registrable
Securities, as the case may be; cooperate with the Trustee and the Holders to
effect such changes to the Indenture as may be required for the Indenture to be
so qualified in accordance with the terms of the Trust Indenture Act; and
execute, and use commercially reasonable efforts to cause the Trustee to
execute, all documents as may be required to effect such changes and all other
forms and documents required to be filed with the SEC to enable the Indenture to
be so qualified in a timely manner;

      (m) in the case of a Shelf Registration, or in the case of an Exchange
Offer Registration Statement, with respect to Participating Broker-Dealers that
hold Registrable

                                       10


Securities as a result of market-making or other trading activities, make
available for inspection by a representative of the Holders of the Registrable
Securities included in the coverage of the Shelf Registration Statement (an
"Inspector"), any Underwriter participating in any disposition pursuant to such
Shelf Registration Statement, and attorneys and accountants (but in any event,
only one law firm and one accounting firm to represent the Holders, in each case
selected by the Majority Holders and reasonably acceptable to the Company)
designated by the Holders, at reasonable times and in a reasonable manner, all
pertinent financial and other records, documents and properties of the Company
and the Guarantors, and use commercially reasonable efforts to cause the
respective officers, directors and employees of the Company and the Guarantors
to supply all information reasonably requested by any such Inspector,
Underwriter, attorney or accountant in connection with a Shelf Registration
Statement; provided that if any such information is identified by the Company or
any Guarantor as being confidential or proprietary, each Person receiving such
information shall agree in writing with Company pursuant to a confidentiality
agreement in customary form to keep such information confidential.

      (n) in the case of a Shelf Registration, use commercially reasonable
efforts to cause all Registrable Securities to be reserved for listing on any
securities exchange or any automated quotation system on which similar
securities issued or guaranteed by the Company or any Guarantor are then listed
no later than the date such Shelf Registration Statement is declared effective,
and, cause all such Registrable Securities to be so listed, in all cases to the
extent such Registrable Securities satisfy applicable listing requirements;

      (o) in the case of a Shelf Registration Statement, if reasonably requested
by any Holder of Registrable Securities covered by a Registration Statement,
promptly incorporate in a Prospectus supplement or post-effective amendment such
information with respect to such Holder as such Holder reasonably requests to be
included therein and make all required filings of such Prospectus supplement or
such post-effective amendment after the Company has received notification of the
matters to be incorporated in such filing, amendment or supplement; provided
that the Company shall not be obligated to file more than one post-effective
amendment or supplement in any 30-day period as a result of any such request;
and

      (p) in the case of a Shelf Registration, enter into such customary
agreements and take all such other actions reasonably requested by the Holders
in connection therewith in order to expedite or facilitate the disposition of
such Registrable Securities including, but not limited to, an Underwritten
Offering (if requested by the Majority Holders) and in such connection, use
commercially reasonable efforts (i) to the extent possible, make such
representations and warranties to the Holders and any Underwriters of such
Registrable Securities with respect to the business of the Company and its
subsidiaries, the Registration Statement or Prospectus and documents
incorporated by reference or deemed incorporated by reference, if any, in each
case, in form, substance and scope as are customarily made by issuers to
underwriters in underwritten offerings and confirm the same if and when
requested, (ii) obtain opinions of counsel to the Company and the Guarantors
(which counsel and opinions, in form, scope and substance, shall be reasonably
satisfactory to the Holders and such Underwriters and their respective counsel)
addressed to each selling Holder and Underwriter of Registrable Securities,
covering the matters customarily covered in opinions requested in underwritten
offerings, (iii) obtain "comfort" letters from the independent certified public
accountants of the Company and the Guarantors (and, if necessary, any other
certified public accountant of any subsidiary of the Company or any

                                       11


Guarantor, or of any business acquired by the Company or any Guarantor for which
financial statements and financial data are or are required to be included in
the Registration Statement) addressed to each selling Holder and Underwriter of
Registrable Securities, such letters to be in customary form and covering
matters of the type customarily covered in "comfort" letters in connection with
underwritten offerings and (iv) deliver such documents and certificates as may
be reasonably requested by the Majority Holders of the Registrable Securities
being sold or the Underwriters, and which are customarily delivered in
underwritten offerings, to evidence the continued validity of the
representations and warranties of the Company and the Guarantors made pursuant
to clause (i) above and to evidence compliance with any customary conditions
contained in an underwriting agreement.

      (q) In the case of a Shelf Registration Statement, the Company may require
each Holder of Registrable Securities to furnish to the Company such information
regarding such Holder and the proposed disposition by such Holder of such
Registrable Securities as the Company and the Guarantors may from time to time
reasonably request in writing.

      (r) In the case of a Shelf Registration Statement, in the event that any
broker-dealer registered under the Exchange Act shall underwrite any Registrable
Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the Conduct Rules
(the "Rules") of the National Association of Securities Dealers, Inc.) thereof,
whether as a Holder of such Registrable Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise,
the Company will, to the extent requested by such broker-dealer, assist such
broker-dealer in complying with the requirements of such Rules, including,
without limitation, by (i) if such Rules, including Rule 2720, shall so require,
engaging a "qualified independent underwriter" (as defined in Rule 2720) to
participate in the preparation of the Shelf Registration Statement relating to
such Registrable Securities, to exercise usual standards of due diligence in
respect thereto and, if any portion of the offering contemplated by such Shelf
Registration Statement is an underwritten offering or is made through a
placement or sales agent, to recommend the yield of such Registrable Securities,
(ii) indemnifying any such qualified independent underwriter to the extent of
the indemnification of underwriters provided in Section 7 hereof and (iii)
providing such information to such broker-dealer as is reasonably requested and
may be required in order for such broker-dealer to comply with the requirements
of the Rules; provided that the Company shall not be responsible for the fees or
expenses of any such qualified independent underwriter or any expenses incurred
by any such broker-dealer in connection with its compliance with the Rules.

      (s) In the case of a Shelf Registration Statement, each Holder of
Registrable Securities agrees that, upon receipt of any notice from the Company
and the Guarantors of the happening of any event of the kind described in
clauses (ii), (iii), (v), (vii) and (viii) of Section 4(e) hereof, such Holder
will forthwith discontinue disposition of Registrable Securities pursuant to a
Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 4(i) hereof and, if
so directed by the Company and the Guarantors, such Holder will deliver to the
Company and the Guarantors all copies in its possession, other than permanent
file copies then in such Holder's possession, of the Prospectus covering such
Registrable Securities that is current at the time of receipt of such notice.

                                       12


      If the Company and the Guarantors shall give any such notice pursuant to
this Section 4(s) or Section 4(i) hereof to suspend the disposition of
Registrable Securities pursuant to a Registration Statement, the Company and the
Guarantors shall extend the period during which the Registration Statement shall
be maintained effective pursuant to this Agreement by the number of days during
the period from and including the date of the giving of such notice to and
including the date when the Holders shall have received copies of the
supplemented or amended Prospectus necessary to resume such dispositions. Any
suspension shall be subject to the applicable increases in the interest rate
borne by the Registrable Securities pursuant to Section 3(d) hereof. The Company
and the Guarantors may not suspend the disposition of Registrable Securities for
any of the reasons specified in Section 4(e)(vi) or (vii) for more than 100 days
in any 365 day period.

      5. Underwritten Offerings. The Holders of Registrable Securities covered
by a Shelf Registration Statement who desire to do so may sell such Registrable
Securities in an Underwritten Offering. In any such Underwritten Offering under
a Shelf Registration Statement, the investment banker or investment bankers and
manager or managers that will administer the offering will be selected by the
Majority Holders of the Registrable Securities included in such offering, and
must be reasonably acceptable to the Company (each an "Underwriter").

      6. Participation of Broker-Dealers in Exchange Offer. (a) The staff of the
SEC has taken the position that any broker-dealer that receives Exchange
Securities for its own account in the Exchange Offer in exchange for Securities
that were acquired by such broker-dealer as a result of market-making or other
trading activities (a "Participating Broker-Dealer") may be deemed to be an
"underwriter" within the meaning of the Securities Act and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Securities.

      The staff of the SEC has also taken the position that if the Prospectus
contained in the Exchange Offer Registration Statement includes a plan of
distribution containing a statement to the above effect and the means by which
Participating Broker-Dealers may resell the Exchange Securities, without naming
the Participating Broker-Dealers or specifying the amount of Exchange Securities
owned by them, such Prospectus may be delivered by Participating Broker-Dealers
to satisfy their prospectus delivery obligation under the Securities Act in
connection with resales of Exchange Securities for their own accounts, so long
as the Prospectus otherwise meets the requirements of the Securities Act.

      (b) In light of the above, and notwithstanding the other provisions of
this Agreement, the Company and the Guarantors agree to use commercially
reasonable efforts to amend or supplement the Prospectus contained in the
Exchange Offer Registration Statement, as would otherwise be contemplated by
Section 4(i), if requested by one or more Participating Broker-Dealers, in order
to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 6(a) above, for the period equal to the lesser of (i) 180 days after
the Exchange Date (as such period may be extended pursuant to the penultimate
paragraph of Section 4 of this Agreement) and (ii) the date on which all such
Participating Broker-Dealers have sold all such Exchange Securities held by
them. Each such Participating Broker-Dealer agrees to promptly notify the
Company when all such Exchange Securities have been sold by such Participating
Broker-Dealer. The

                                       13


Company and the Guarantors further agree that Participating Broker-Dealers shall
be authorized to deliver such Prospectus during such period in connection with
the resales contemplated by this Section 6.

      (c) The Participating Broker-Dealers shall be indemnified by the Company
and the Guarantors with respect to any request that they may make pursuant to
Section 6(b) above.

      7. Indemnification and Contribution. (a) The Company and each Guarantor,
jointly and severally, agree to indemnify and hold harmless each Initial
Purchaser and each Holder, their respective affiliates, directors and officers
and each Person, if any, who controls any Initial Purchaser or any Holder within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, from and against any and all losses, claims, damages and liabilities
(including, without limitation, legal fees and other expenses reasonably
incurred in connection with any suit, action, proceeding, investigation, any
claim asserted or appeal taken from the foregoing, as such fees and expenses are
incurred), joint or several, that arise out of, or are based upon, any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement or any Prospectus or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, except (i) insofar as such losses, claims,
damages or liabilities arise out of, or are based upon, any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with any information relating to any Initial Purchaser or any Holder
furnished to the Company in writing by such Initial Purchaser or such Holder
expressly for use therein and (ii) with respect to any untrue statement in or
omission from any preliminary prospectus relating to a Registration Statement,
the indemnity agreement contained in the paragraph (a) shall not inure to the
benefit of any Holder to the extent that a Prospectus relating to such
Securities was required to be delivered by such Holder or Participating
Broker-Dealer under the Securities Act and any such loss, claim, damage or
liability results from the fact that (x) a copy of the Prospectus was not sent
or given to such Person at or prior to the written confirmation of the sale of
such Securities to such Person and (y) the untrue statement in or omission from
such preliminary prospectus was corrected in the final Prospectus unless, in
either case, such failure to deliver the Prospectus was a result of
non-compliance by the Company with the provisions of this Agreement. In
connection with any Underwritten Offering permitted by Section 5, the Company
and the Guarantors, jointly and severally, will also indemnify the Underwriters,
if any, selling brokers, dealers and similar securities industry professionals
participating in the distribution, their respective affiliates and each Person
who controls such Persons (within the meaning of the Securities Act and the
Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration
Statement.

      (b) Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, the Guarantors, the Initial Purchasers and the other
selling Holders, their respective affiliates, the directors of the Company and
the Guarantors, each officer of the Company and the Guarantors who signed the
Registration Statement and each Person, if any, who controls the Company, the
Guarantors, any Initial Purchaser and any other selling Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to
the same extent as the indemnity set forth in paragraph (a) above, but only with
respect to any losses, claims, damages or liabilities that arise out of, or are
based upon, any untrue statement or omission or alleged

                                       14


untrue statement or omission made in reliance upon and in conformity with any
information relating to such Holder furnished to the Company in writing by such
Holder expressly for use in any Registration Statement or any Prospectus.

      (c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnification may be sought pursuant to either
paragraph (a) or (b) above, such Person (the "Indemnified Person") shall
promptly notify the Person against whom such indemnification may be sought (the
"Indemnifying Person") in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have
under this Section 7 except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and
provided, further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person
otherwise than under this Section 7. If any such proceeding shall be brought or
asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 7
that the Indemnifying Person may designate in such proceeding and shall pay the
fees and expenses of such counsel related to such proceeding, as incurred. In
any such proceeding, any Indemnified Person shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Person unless (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed to the contrary; (ii) the
Indemnifying Person has failed within a reasonable time to retain counsel
reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person
shall have reasonably concluded (based on advice of counsel) that there may be
legal defenses available to it that are different from or in addition to those
available to the Indemnifying Person, and such counsel is reasonably acceptable
to the Company; or (iv) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them, and
such counsel is reasonably acceptable to the Company. It is understood and
agreed that the Indemnifying Person shall not, in connection with any proceeding
or related proceeding in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all Indemnified Persons, and that all such fees and expenses shall be reimbursed
as they are incurred. Any such separate firm (x) for any Initial Purchaser, its
affiliates, directors and officers and any control Persons of such Initial
Purchaser shall be designated in writing by Citibank Global Markets Inc. and be
reasonably acceptable to the Company, (y) for any Holder, its affiliates,
directors and officers and any control Persons of such Holder shall be
designated in writing by the Majority Holders and be reasonably acceptable to
the Company and (z) in all other cases shall be designated in writing by the
Company. The Indemnifying Person shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the Indemnifying
Person agrees to indemnify each Indemnified Person from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an Indemnified Person shall have requested
that an Indemnifying Person reimburse the Indemnified Person for fees and
expenses of counsel as contemplated by this paragraph (and shall be entitled to
such reimbursement pursuant to the provisions hereof), the Indemnifying Person
shall be liable for any settlement of any proceeding

                                       15


effected without its written consent if (i) such settlement is entered into more
than 60 days after receipt by the Indemnifying Person of such request and (ii)
the Indemnifying Person shall not have reimbursed the Indemnified Person in
accordance with such request prior to the date of such settlement. No
Indemnifying Person shall, without the written consent of the Indemnified
Person, effect any settlement of any pending or threatened proceeding in respect
of which any Indemnified Person is or could have been a party and
indemnification could have been sought hereunder by such Indemnified Person,
unless such settlement (A) includes an unconditional release of such Indemnified
Person, in form and substance reasonably satisfactory to such Indemnified
Person, from all liability on claims that are the subject matter of such
proceeding and (B) does not include any statement as to or any admission of
fault, culpability or a failure to act by or on behalf of any Indemnified
Person.

      (d) If the indemnification provided for in paragraphs (a) and (b) above is
unavailable to an Indemnified Person or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each Indemnifying
Person under such paragraph, in lieu of indemnifying such Indemnified Person
thereunder, shall contribute to the amount paid or payable by such Indemnified
Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Guarantors from the offering of the Securities and the Exchange
Securities, on the one hand, and by the Holders from receiving Securities or
Exchange Securities registered under the Securities Act, on the other hand, or
(ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) but also the relative fault of the Company
and the Guarantors on the one hand and the Holders on the other in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company and the Guarantors on the one hand and the Holders
on the other shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company and the Guarantors or by the Holders and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

      (e) The Company, the Guarantors and the Holders agree that it would not be
just and equitable if contribution pursuant to this Section 7 were determined by
pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above. The amount paid or
payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses incurred
by such Indemnified Person in connection with any such action or claim.
Notwithstanding the provisions of this Section 7, in no event shall a Holder be
required to contribute any amount in excess of the amount by which the total
price at which the Securities or Exchange Securities sold by such Holder exceeds
the amount of any damages that such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

                                       16


      (f) The remedies provided for in this Section 7 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to any
Indemnified Person at law or in equity.

      (g) The indemnity and contribution provisions contained in this Section 7
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Initial Purchasers or any Holder, their respective affiliates or any Person
controlling any Initial Purchaser or any Holder, or by or on behalf of the
Company or the Guarantors, their respective affiliates or the officers or
directors of or any Person controlling the Company or the Guarantors, (iii)
acceptance of any of the Exchange Securities and (iv) any sale of Registrable
Securities pursuant to a Shelf Registration Statement.

      8. General.

      (a) No Inconsistent Agreements. The Company and the Guarantors represent,
warrant and agree that (i) the rights granted to the Holders hereunder do not in
any way conflict with and are not inconsistent with the rights granted to the
holders of any other outstanding securities issued or guaranteed by the Company
or any Guarantor under any other agreement and (ii) neither the Company nor any
Guarantor has entered into, or on or after the date of this Agreement will enter
into, any agreement that is inconsistent with the rights granted to the Holders
of Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof.

      (b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company and the Guarantors have obtained the written consent of
the Majority Holders affected by such amendment, modification, supplement,
waiver or consent; provided that no amendment, modification, supplement, waiver
or consent to any departure from the provisions of Section 7 hereof shall be
effective as against any Holder of Registrable Securities unless consented to in
writing by such Holder, except for any such amendments, modifications,
supplements or waivers that would not adversely effect such Holder in any
respect. Any amendments, modifications, supplements, waivers or consents
pursuant to this Section 8(b) shall be by a writing executed by each of the
parties hereto.

      (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to any Holder, at the most current address of such Holder
maintained by the Trustee under the Indenture (provided that while the
Securities are in book-entry form, notice to the Trustee shall serve as notice
to the Holders); (ii) if to the Company and the Guarantors, initially at the
Company's address set forth in the Purchase Agreement and thereafter at such
other address, notice of which is given in accordance with the provisions of
this Section 8(c); and (iii) to such other persons at their respective addresses
as provided in the Purchase Agreement and thereafter at such other address,
notice of which is given in accordance with the provisions of this Section 8(c).
All such notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if

                                       17


personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt is
acknowledged, if telecopied; and on the next Business Day if timely delivered to
an air courier guaranteeing overnight delivery. Copies of all such notices,
demands or other communications shall be concurrently delivered by the Person
giving the same to the Trustee, at the address specified in the Indenture.

      (d) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Registrable Securities in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all the terms of this Agreement, and by taking and holding such
Registrable Securities such Person shall be conclusively deemed to have agreed
to be bound by and to perform all of the terms and provisions of this Agreement
and such Person shall be entitled to receive the benefits hereof. The Initial
Purchasers (in their capacity as Initial Purchasers) shall have no liability or
obligation to the Company or the Guarantors with respect to any failure by a
Holder to comply with, or any breach by any Holder of, any of the obligations of
such Holder under this Agreement.

      (e) Purchases and Sales of Securities. The Company and the Guarantors
shall not, and shall use commercially reasonable efforts to cause their
affiliates (as defined in Rule 405 under the Securities Act) not to, purchase
and then resell or otherwise transfer any Registrable Securities.

      (f) Third Party Beneficiaries. Each Holder shall be a third party
beneficiary to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.

      (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

      (h) Headings. The headings in this Agreement are for convenience of
reference only, are not a part of this Agreement and shall not limit or
otherwise affect the meaning hereof.

      (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

      (j) Miscellaneous. This Agreement contains the entire agreement between
the parties relating to the subject matter hereof and supersedes all oral
statements and prior writings with respect thereto. If any term, provision,
covenant or restriction contained in this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable or against public

                                       18


policy, the remainder of the terms, provisions, covenants and restrictions
contained herein shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. The Company, the Guarantors and the Initial
Purchasers shall endeavor in good faith negotiations to replace the invalid,
void or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, void or unenforceable
provisions.

                                       19


      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                           THE GOODYEAR TIRE & RUBBER COMPANY

                                           By:   /s/ DARREN R. WELLS
                                              -------------------------------
                                              Name:  Darren R. Wells
                                              Title: Senior Vice President
                                                     Business Development
                                                     and Treasurer

The foregoing Agreement is hereby confirmed
and accepted as of the date first above written:

CITIBANK GLOBAL MARKETS INC.

For itself and on behalf of the
several Initial Purchasers

By /s/ STEPHEN P. CUNNINGHAM
   --------------------------
     Authorized Signatory

                                       20


      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                           BELT CONCEPTS OF AMERICA, INC.

                                           By: /s/ DARREN R. WELLS
                                               ---------------------------
                                              Name:    Darren R. Wells
                                              Title:   Vice President



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                           COSMOFLEX, INC.

                                           By: /s/ DARREN R. WELLS
                                               ---------------------------
                                               Name:    Darren R. Wells
                                               Title:   Vice President



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                           DAPPER TIRE CO., INC.

                                           By: /s/ DARREN R. WELLS
                                              ---------------------------
                                              Name:    Darren R. Wells
                                              Title:   Vice President



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                           DIVESTED COMPANIES HOLDING COMPANY

                                           By: /s/ RONALD J. CARR
                                              ---------------------------
                                              Name:    Ronald J. Carr
                                              Title:   Vice President

                                           By: /s/ RANDALL M. LOYD
                                              ---------------------------
                                              Name:    Randall M. Loyd
                                              Title:   Vice President



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                           DIVESTED LITCHFIELD PARK PROPERTIES,
                                           INC.

                                           By: /s/ RONALD J. CARR
                                              ---------------------------
                                              Name:    Ronald J. Carr
                                              Title:   Vice President

                                           By: /s/ RANDALL M. LOYD
                                              ---------------------------
                                              Name:    Randall M. Loyd
                                              Title:   Vice President



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                           GOODYEAR CANADA INC.

                                           By: /s/ J.S. COULTER
                                              ---------------------------
                                              Name:    J.S. Coulter
                                              Title:   President


                                           By: /s/ D.S. HAMILTON
                                              ---------------------------
                                              Name:    D.S. Hamilton
                                              Title:   Secretary



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                           GOODYEAR FARMS, INC.

                                           By: /s/ DARREN R. WELLS
                                              ---------------------------
                                              Name:    Darren R. Wells
                                              Title:   Vice President



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                           GOODYEAR INTERNATIONAL CORPORATION

                                           By: /s/ DARREN R. WELLS
                                              ---------------------------
                                              Name:    Darren R. Wells
                                              Title:   Vice President



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                           THE KELLY-SPRINGFIELD TIRE
                                           CORPORATION

                                           By: /s/ DARREN R. WELLS
                                              ---------------------------
                                              Name:    Darren R. Wells
                                              Title:   Vice President



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                           WINGFOOT COMMERCIAL TIRE SYSTEMS LLC

                                           By: /s/ DARREN R. WELLS
                                              ---------------------------
                                              Name:    Darren R. Wells
                                              Title:   Vice President



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                           WINGFOOT VENTURES EIGHT INC.

                                           By:   /s/ RANDALL M. LOYD
                                              --------------------------------
                                              Name:  Randall M. Loyd
                                              Title: Vice President



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                           CELERON CORPORATION

                                           By:   /s/ DARREN R. WELLS
                                              --------------------------------
                                              Name:  Darren R. Wells
                                              Title: Vice President



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                           GOODYEAR WESTERN HEMISPHERE
                                           CORPORATION

                                           By:    /s/ DARREN R. WELLS
                                              --------------------------------
                                              Name:   DARREN R. WELLS
                                              Title:  Vice President



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                           WHEEL ASSEMBLIES INC.

                                           By:   /s/ DARREN R. WELLS
                                              --------------------------------
                                              Name:  Darren R. Wells
                                              Title: Vice President

EX-99.1

                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 99.1

                                                                              

(GOODYEAR LOGO)                                                                                               NEWS RELEASE
CORPORATE HEADQUARTERS:  1144 EAST MARKET STREET, AKRON, OHIO 44316-0001          MEDIA WEBSITE:  WWW.GOODYEARNEWSROOM.COM




                                    MEDIA CONTACT:    KEITH PRICE
                                                      330-796-1863
                                    ANALYST CONTACT:  BARB GOULD
                                                      330-796-8576

                                    FOR IMMEDIATE RELEASE

#23124fi.605


           GOODYEAR ANNOUNCES PRICING OF $400 MILLION OF SENIOR NOTES

         AKRON, Ohio, June 20, 2005 - The Goodyear Tire & Rubber Company today
announced that it has priced its offering of $400 million aggregate principal
amount of senior notes. The notes will be senior unsecured obligations of the
company, will mature on July 1, 2015 and will bear interest at a rate of 9% per
year.

         Goodyear intends to use the net proceeds from this offering to repay
the $200 million in 4.9% borrowings under its U.S. first lien revolving credit
facility, and to replace $190 million of the cash, it used to pay $516 million
principal amount of its 6.375% Euro Notes due 2005 at maturity on June 6, 2005.
The company may then use the $190 million in cash to repay other debt
obligations and for general corporate purposes.

         The notes are being offered in a private placement under Rule 144A,
have not been registered under the Securities Act of 1933 and may not be offered
or sold in the United States absent registration or an applicable exemption from
registration requirements.

         This news release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities.

                                       -0-

EX-99.2

                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 99.2


                                                                              
(GOODYEAR LOGO)                                                                                                    NEWS RELEASE
CORPORATE HEADQUARTERS:  1144 EAST MARKET STREET, AKRON, OHIO 44316-0001               MEDIA WEBSITE:  WWW.GOODYEARNEWSROOM.COM




                                    MEDIA CONTACT:    Keith Price
                                                      330-796-1863
                                    ANALYST CONTACT:  Barb Gould
                                                      330-796-8576

                                    FOR IMMEDIATE RELEASE


#23126fi.605

           GOODYEAR ANNOUNCES CLOSING OF $400 MILLION OF SENIOR NOTES

         AKRON, Ohio, June 23, 2005 - The Goodyear Tire & Rubber Company today
announced that it has closed its offering of $400 million aggregate principal
amount senior notes. The notes are senior unsecured obligations of the company,
will mature on July 1, 2015 and will bear interest at a rate of 9 percent per
year.

         Goodyear intends to use the net proceeds from this offering to repay
the $200 million in 4.9% borrowings under its U.S. first lien revolving credit
facility, and to replace $190 million of the cash, it used to pay $516 million
principal amount of its 6.375% Euro Notes due 2005 at maturity on June 6, 2005.
The company may then use the $190 million in cash to repay other debt
obligations and for general corporate purposes.

         The notes were offered in a private placement under Rule 144A, have not
been registered under the Securities Act of 1933 and may not be offered or sold
in the United States absent registration or an applicable exemption from
registration requirements.

         This news release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities.

                                      -0-