<SUBMISSION>
<ACCESSION-NUMBER>0000950124-03-001866
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20030516
<ITEMS>5
<ITEMS>7
<FILING-DATE>20030520
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CHILDTIME LEARNING CENTERS INC
<CIK>0001003648
<ASSIGNED-SIC>8351
<IRS-NUMBER>383261854
<STATE-OF-INCORPORATION>MI
<FISCAL-YEAR-END>0402
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-27656
<FILM-NUMBER>03712513
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>38345 WEST 10 MILE RD
<STREET2>STE 100
<CITY>FARMINGTON HILLS
<STATE>MI
<ZIP>48335
<PHONE>8104763200
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>k77325e8vk.txt
<DESCRIPTION>CURRENT REPORT DATED MAY 16, 2003
<TEXT>
<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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):    May 16, 2003
                                                   --------------



                        CHILDTIME LEARNING CENTERS, INC.
             (Exact name of registrant as specified in its Charter)




          Michigan                       0-27656               38-3261854
----------------------------             -------             -------------
(State or other jurisdiction           (Commission           (IRS Employer
      of incorporation)                File Number)        Identification No.)



              21333 Haggerty Road, Suite 300, Novi, Michigan 48375
              ----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (248) 697-9000
                                                          ----------------


      38345 West 10 Mile Road, Suite 100, Farmington Hills, Michigan 48335
      --------------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>



ITEMS 1 - 4.      NOT APPLICABLE.

ITEM 5.           OTHER EVENTS.

         On May 16, 2003, the Company entered into the Indenture and the First
Supplemental Indenture, attached hereto as Exhibits 99.1 and 99.2, respectively,
with U.S. Bank National Association, a national banking association, as trustee.

         On May 19, 2003, the Company issued the press release attached hereto
as Exhibit 99.3, announcing the completion of its rights offering. The
information contained in the press release is incorporated herein by reference.

ITEM 6.           NOT APPLICABLE.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

         (a) - (b)         NOT APPLICABLE.

         (c)               EXHIBITS.

                            99.1    Indenture, dated as of May 16, 2003, between
                                    the Company and U.S. Bank National
                                    Association.

                            99.2    First Supplemental Indenture, dated as of
                                    May 16, 2003, between the Company and U.S.
                                    Bank National Association.

                            99.3    Press Release issued May 19, 2003,
                                    announcing the completion of the Company's
                                    rights offering.

ITEMS 8 AND 9.    NOT APPLICABLE.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                 CHILDTIME LEARNING CENTERS, INC.


Date:  May 19, 2003              By:  /s/ Frank M. Jerneycic
                                    --------------------------------------------
                                    Frank M. Jerneycic
                                    Its: Chief Financial Officer and Treasurer


<PAGE>


EXHIBIT INDEX


<Table>
<Caption>
EXHIBIT
NUMBER                              DESCRIPTION
-------                             -----------
<S>      <C>
99.1     Indenture, dated as of May 16, 2003, between the Company and U.S. Bank
         National Association.

99.2     First Supplemental Indenture, dated as of May 16, 2003, between the
         Company and U.S. Bank National Association.

99.3     Press Release issued May 19, 2003, announcing the completion of the
         Company's rights offering.
</Table>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>k77325exv99w1.txt
<DESCRIPTION>INDENTURE DATED MAY 16, 2003
<TEXT>
<PAGE>


                                                                    EXHIBIT 99.1



                        CHILDTIME LEARNING CENTERS, INC.

                                    INDENTURE

                            Dated as of May 16, 2003


                         U.S. BANK NATIONAL ASSOCIATION

                                   AS TRUSTEE

                          SUBORDINATED DEBT SECURITIES


<PAGE>


                              CROSS-REFERENCE SHEET

Provisions of Trust Indenture Act of 1939 ("TIA") and Indenture dated as of May
16, 2003 between Childtime Learning Centers, Inc. and U.S. Bank National
Association as Trustee:

<Table>
<Caption>
TIA SECTION                                                                                         INDENTURE SECTION
-----------                                                                                         -----------------
<S>                                                                                          <C>
310(a)(1)                                                                                                        6.09
      (a)(2)                                                                                                     6.09
310(a)(3)                                                                                                        N.A.
      (a)(4)                                                                                                     N.A.
310(a)(5)                                                                                                        6.09
310(b)                                                                                       6.08; 6.10(a)(b) and (d)
310(c)                                                                                                           N.A.
311(a) and (b)                                                                                                   6.13
311(c)                                                                                                           N.A.
312(a)                                                                                                  4.01; 4.02(a)
312(b) and (c)                                                                                        4.02(b) and (c)
313(a)                                                                                                        4.04(a)
313(b)(1)                                                                                                        N.A.
313(b)(2)                                                                                                     4.04(a)
313(c)                                                                                                        4.04(a)
313(d)                                                                                                        4.04(b)
314(a)                                                                                                     3.05; 4.03
314(b)                                                                                                           N.A.
314(c)(1) and (2)                                                                                               13.06
314(c)(3)                                                                                                        N.A.
314(d)                                                                                                           N.A.
314(e)                                                                                                          13.06
314(f)                                                                                                           N.A.
315(a) (c) and (d)                                                                                               6.01
315(b)                                                                                                           5.08
315(e)                                                                                                           5.09
316(a)(1)                                                                                                        5.07
316(a)(2)                                                                                                     Omitted
316(a) last sentence                                                                                             7.04
316(b)                                                                                                           5.04
316(c)                                                                                                           7.01
317(a)                                                                                                           5.02
317(b)                                                                                                        3.04(a)
318(a)                                                                                                          13.08
</Table>

      THIS CROSS-REFERENCE SHEET IS NOT PART OF THE INDENTURE AS EXECUTED.


<PAGE>



                                TABLE OF CONTENTS


<Table>
<Caption>
                                                                                                         PAGE
<S>                  <C>                                                                                 <C>
                                                   ARTICLE ONE
                                                   DEFINITIONS

     Section 1.01.   Definitions............................................................................1


                                                   ARTICLE TWO
                                                   SECURITIES

     Section 2.01.   Forms Generally........................................................................8

     Section 2.02.   Form of Trustee's Certificate of Authentication........................................8

     Section 2.03.   Amount Unlimited; Issuable in Series...................................................9

     Section 2.04.   Authentication and Dating.............................................................10

     Section 2.05.   Date and Denomination of Securities...................................................12

     Section 2.06.   Execution of Securities...............................................................13

     Section 2.07.   Exchange and Registration of Transfer of Securities...................................14

     Section 2.08.   Mutilated, Destroyed, Lost or Stolen Securities.......................................15

     Section 2.09.   Temporary Securities..................................................................16

     Section 2.10.   Cancellation of Securities Paid, etc..................................................16

     Section 2.11.   Global Securities.....................................................................16

     Section 2.12.   CUSIP Numbers.........................................................................18


                                                       ARTICLE THREE
                                           PARTICULAR COVENANTS OF THE COMPANY

     Section 3.01.   Payment of Principal, Premium and Interest............................................18

     Section 3.02.   Offices for Notices and Payments, etc.................................................18

     Section 3.03.   Appointments to Fill Vacancies in Trustee's Office....................................19

     Section 3.04.   Provision as to Paying Agent..........................................................19

     Section 3.05.   Certificate to Trustee................................................................20

     Section 3.06.   Compliance with Consolidation Provisions..............................................20

     Section 3.07.   Calculation of Original Issue Discount................................................20
</Table>

                                       -i-
<PAGE>


<Table>
<Caption>
                                                                                                         PAGE
<S>                  <C>                                                                                 <C>
                                                       ARTICLE FOUR
                          SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

     Section 4.01.   Securityholders' Lists................................................................21

     Section 4.02.   Preservation and Disclosure of Lists..................................................21

     Section 4.03.   Reports by Company....................................................................22

     Section 4.04.   Reports by the Trustee................................................................23


                                                       ARTICLE FIVE
                                       REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

     Section 5.01.   Events of Default.....................................................................23

     Section 5.02.   Payment of Securities on Default; Suit Therefor.......................................26

     Section 5.03.   Application of Moneys Collected by Trustee............................................28

     Section 5.04.   Proceedings by Securityholders........................................................28

     Section 5.05.   Proceedings by Trustee................................................................29

     Section 5.06.   Remedies Cumulative and Continuing....................................................29

     Section 5.07.   Direction of Proceedings and Waiver of Defaults by Majority of
                     Securityholders.......................................................................30

     Section 5.08.   Notice of Defaults....................................................................30

     Section 5.09.   Undertaking to Pay Costs..............................................................31


                                                      ARTICLE SIX
                                                 CONCERNING THE TRUSTEE

     Section 6.01.   Duties and Responsibilities of Trustee................................................31

     Section 6.02.   Reliance on Documents, Opinions, etc..................................................32

     Section 6.03.   No Responsibility for Recitals, etc...................................................34

     Section 6.04.   Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
                     Registrar May Own Securities..........................................................34

     Section 6.05.   Moneys to be Held in Trust............................................................35

     Section 6.06.   Compensation and Expenses of Trustee..................................................35

     Section 6.07.   Officers' Certificate as Evidence.....................................................36

     Section 6.08.   Conflicting Interest of Trustee.......................................................36

     Section 6.09.   Eligibility of Trustee................................................................36

     Section 6.10.   Resignation or Removal of Trustee.....................................................37

     Section 6.11.   Acceptance by Successor Trustee.......................................................38

     Section 6.12.   Succession by Merger, etc.............................................................38

     Section 6.13.   Limitation on Rights of Trustee as a Creditor.........................................39
</Table>


                                      -ii-
<PAGE>


<Table>
<Caption>
                                                                                                         PAGE
<S>                  <C>                                                                                 <C>
     Section 6.14.   Authenticating Agents.................................................................39


                                                   ARTICLE SEVEN
                                           CONCERNING THE SECURITYHOLDERS

     Section 7.01.   Action by Securityholders.............................................................41

     Section 7.02.   Proof of Execution by Securityholders.................................................41

     Section 7.03.   Who Are Deemed Absolute Owners........................................................42

     Section 7.04.   Securities Owned by Company Deemed Not Outstanding....................................42

     Section 7.05.   Revocation of Consents; Future Holders Bound..........................................42


                                                  ARTICLE EIGHT
                                            SECURITYHOLDERS' MEETINGS

     Section 8.01.   Purposes of Meetings..................................................................43

     Section 8.02.   Call of Meetings by Trustee...........................................................43

     Section 8.03.   Call of Meetings by Company or Securityholders........................................43

     Section 8.04.   Qualifications for Voting.............................................................44

     Section 8.05.   Regulations...........................................................................44

     Section 8.06.   Voting................................................................................44


                                                   ARTICLE NINE
                                             SUPPLEMENTAL INDENTURES

     Section 9.01.   Supplemental Indentures without Consent of Securityholders............................45

     Section 9.02.   Supplemental Indentures with Consent of Securityholders...............................46

     Section 9.03.   Compliance with Trust Indenture Act; Effect of Supplemental
                     Indentures............................................................................48

     Section 9.04.   Notation on Securities................................................................48

     Section 9.05.   Evidence of Compliance of Supplemental Indenture to be Furnished
                     Trustee...............................................................................48


                                                        ARTICLE TEN
                                     CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

     Section 10.01.  Company May Consolidate, etc., on Certain Terms.......................................48

     Section 10.02.  Successor Corporation to be Substituted for Company...................................49

     Section 10.03.  Opinion of Counsel to be Given Trustee................................................49
</Table>


                                     -iii-
<PAGE>



<Table>
<Caption>
                                                                                                         PAGE
<S>                  <C>                                                                                 <C>
                                                    ARTICLE ELEVEN
                                       SATISFACTION AND DISCHARGE OF INDENTURE

     Section 11.01.  Discharge of Indenture................................................................49

     Section 11.02.  Deposited Moneys and U.S. Government Obligations to be Held in Trust
                     by Trustee............................................................................50

     Section 11.03.  Paying Agent to Repay Moneys Held.....................................................50

     Section 11.04.  Return of Unclaimed Moneys............................................................51

     Section 11.05.  Defeasance Upon Deposit of Moneys or U.S. Government Obligations......................51


                                                    ARTICLE TWELVE
                              IMMUNITY OF INCORPORATORS, STOCKHOLDERS OFFICERS AND DIRECTORS

     Section 12.01.  Indenture and Securities Solely Corporate Obligations.................................52


                                                   ARTICLE THIRTEEN
                                              MISCELLANEOUS PROVISIONS

     Section 13.01.  Successors............................................................................53

     Section 13.02.  Official Acts by Successor Corporation................................................53

     Section 13.03.  Surrender of Company Powers...........................................................53

     Section 13.04.  Addresses for Notices, etc............................................................53

     Section 13.05.  Governing Law.........................................................................54

     Section 13.06.  Evidence of Compliance with Conditions Precedent......................................54

     Section 13.07.  Legal Holidays........................................................................54

     Section 13.08.  Trust Indenture Act to Control........................................................54

     Section 13.09.  Table of Contents, Headings, etc......................................................55

     Section 13.10.  Execution in Counterparts.............................................................55

     Section 13.11.  Severability..........................................................................55

     Section 13.12.  Successors and Assigns of Company.....................................................55

     Section 13.13.  Acknowledgment of Rights..............................................................55


                                                  ARTICLE FOURTEEN
                                              REDEMPTION OF SECURITIES

     Section 14.01.  Applicability of Article..............................................................55

     Section 14.02.  Notice of Redemption; Selection of Securities.........................................56

     Section 14.03.  Payment of Securities Called for Redemption...........................................57
</Table>


                                      -iv-
<PAGE>



<Table>
<Caption>
                                                                                                         PAGE
<S>                  <C>                                                                                 <C>
                                               ARTICLE FIFTEEN
                                         SUBORDINATION OF SECURITIES

     Section 15.01.  Agreement to Subordinate..............................................................57

     Section 15.02.  Default on Senior Indebtedness........................................................57

     Section 15.03.  No Default on Senior Indebtedness.....................................................59

     Section 15.04.  Liquidation; Dissolution; Bankruptcy..................................................59

     Section 15.05.  Subrogation...........................................................................60

     Section 15.06.  Trustee to Effectuate Subordination...................................................61

     Section 15.07.  Notice by the Company.................................................................61

     Section 15.08.  Rights of the Trustee; Holders of Senior Indebtedness.................................62

     Section 15.09.  Subordination May Not Be Impaired.....................................................62

     Section 15.10.  Miscellaneous.........................................................................63
</Table>



                                      -v-
<PAGE>



                                    INDENTURE

         THIS INDENTURE, dated as of May 16, 2003, between CHILDTIME LEARNING
CENTERS, INC., a Michigan corporation (hereinafter sometimes called the
"Company"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association,
as trustee (hereinafter sometimes called the "Trustee"),

                                   WITNESSETH:

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue from time to time of its unsecured subordinated notes to be
issued in one or more series (the "Securities") up to such principal amount or
amounts as may from time to time be authorized by the Company and, to provide
the terms and conditions upon which the Securities are to be authenticated,
issued and delivered, the Company has duly authorized the execution of this
Indenture; and

         WHEREAS, all acts and things necessary to make this Indenture a valid
agreement according to its terms, have been done and performed;

         NOW, THEREFORE, in consideration of the premises, and the purchase of
the Securities by the holders thereof, the Company covenants and agrees with the
Trustee for the equal and proportionate benefit of the respective holders from
time to time of the Securities or of a series thereof, as follows:

                                   ARTICLE ONE
                                   DEFINITIONS

SECTION 1.01. DEFINITIONS.

         The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this Section 1.01. All other terms used in this
Indenture which are defined in the Trust Indenture Act, or which are by
reference therein defined in the Securities Act of 1933, as amended (the
"Securities Act"), shall (except as herein otherwise expressly provided or
unless the context otherwise requires) have the meanings assigned to such terms
in said Trust Indenture Act and in said Securities Act as in force at the date
of this Indenture as originally executed. All accounting terms used herein and
not expressly defined shall have the meanings assigned to such terms in
accordance with generally accepted accounting principles and the term "generally
accepted accounting principles" means such accounting principles as are
generally accepted at the time of any computation. The words "herein," "hereof"
and "hereunder" and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision.

         "ACCELERATION NOTICE" shall have the meaning assigned to such term in
Section 5.01 hereof.

         "AFFILIATE" shall mean, with respect to a specified Person, (a) any
Person directly or indirectly owning, controlling or holding with power to vote
10% or more of the outstanding


<PAGE>



voting securities or other ownership interests of the specified Person, (b) any
Person 10% or more of whose outstanding voting securities or other ownership
interests are directly or indirectly owned, controlled or held with power to
vote by the specified Person, (c) any Person directly or indirectly controlling,
controlled by, or under common control with the specified Person, (d) a
partnership in which the specified Person is a general partner, (e) any officer
or director of the specified Person, and (f) if the specified Person is an
individual, any entity of which the specified Person is an officer, director or
general partner.

         "AUTHENTICATING AGENT" shall mean any agent or agents of the Trustee
which at the time shall be appointed and acting pursuant to Section 6.14.

         "BANK ONE" shall mean Bank One, NA, with its main office in Chicago,
Illinois, and successor by merger to Bank One, Michigan, a Michigan banking
corporation, collectively with all of its successors and assigns under the Bank
One Credit Agreement and its and their respective Affiliates.

         "BANK ONE CREDIT AGREEMENT" shall mean (a) the Amended and Restated
Credit Agreement, dated as of January 31, 2002, as amended from time to time
(the "Childtime Credit Agreement") between Childtime Childcare, Inc., an
Illinois corporation ("Childtime Childcare"), and Bank One, together with all
amendments, agreements, documents and instruments from time to time delivered in
connection with the Childtime Credit Agreement (including, without limitation,
all promissory notes, guaranty agreements, pledge agreements, security
agreements, mortgages, deeds of trust, security deeds, collateral assignments
and other security documents), and all agreements, devices and arrangements
providing for payments calculated with reference to fluctuations of interest
rates, exchange rates or forward rates (including without limitation any
interest rate swap agreements, dollar denominated or cross-currency interest
rate exchange agreements, forward currency exchange agreements, interest rate
cap or collar protection agreements, forward rate currency or interest rate
options, puts and warrants) entered into by Childtime Childcare with Bank One,
and as the Childtime Credit Agreement and such other agreements, documents,
instruments, devices and arrangements may be amended, amended and restated,
renewed, extended, restructured, supplemented or otherwise modified from time to
time, and (b) any credit agreement, loan agreement or other agreement, document,
instrument, device or arrangement refinancing, refunding or otherwise replacing
the Childtime Credit Agreement or any other agreement deemed the Bank One Credit
Agreement under clause (a) or (b) hereof, whether or not with the same
representative lenders or holders, and irrespective of any changes in the terms
and conditions thereof. Without limiting the generality of the foregoing, the
term "Bank One Credit Agreement" shall include any amendment, amendment and
restatement, renewal, extension, restructuring, supplement or modification to
the Bank One Credit Agreement, including any agreement (i) extending the
maturity of any "Indebtedness" (as defined in the Bank One Credit Agreement)
incurred thereunder or contemplated thereby, (ii) adding or deleting borrowers
or guarantors thereunder, so long as borrowers and issuers include one or more
of the Company and its Subsidiaries and their respective successors and assigns
or (iii) increasing the amount of "Indebtedness" (as defined in the Bank One
Credit Agreement) incurred thereunder or available to be borrowed thereunder.


                                      -2-
<PAGE>


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

         "BOARD OF DIRECTORS" shall mean the Board of Directors or the Executive
Committee of the Company or any duly authorized Committee of the Board of
Directors of the Company.

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

         "BUSINESS DAY" shall mean, with respect to any series of Securities,
any day other than a day on which federal or state banking institutions in the
State of Michigan are authorized or obligated by law, executive order or
regulation to close.

         "COMMISSION" shall mean the Securities and Exchange Commission.

         "COMMON STOCK" shall mean the Common Stock, no par value, of the
Company or any other class of stock resulting from changes or reclassifications
of such Common Stock consisting solely of changes in par value, or from par
value to no par value, or from no par value to par value.

         "COMPANY" shall mean Childtime Learning Centers, Inc., a Michigan
corporation, and, subject to the provisions of Article Ten, shall include its
successors and assigns.

         "CONSOLIDATED SUBSIDIARY" of any Person means a subsidiary which for
financial reporting purposes is or, in accordance with generally accepted
accounting principles, should be, accounted for by such Person as a consolidated
subsidiary.

         "CUSTODIAN" shall mean any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

         "DEFAULT" shall mean any event, act or condition that with notice or
lapse of time, or both, would constitute an Event of Default.

         "DEFAULTED INTEREST" shall have the meaning assigned to such term in
Section 2.05.

         "DEFEASANCE AGENT" shall have the meaning assigned to such term in
Section 11.05 hereof.

         "DEPOSITARY" shall mean, with respect to Securities of any series, for
which the Company shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency pursuant to
Section 17A of the Exchange Act, or other applicable statute or regulation,
which, in each case, shall be designated by the Company pursuant to either
Section 2.04 or 2.11.


                                      -3-
<PAGE>


         "DESIGNATED OFFICE OF THE TRUSTEE," or other similar term, shall mean
the office of the Trustee located at the address set forth in Section 13.04, or
such other location designated by the Trustee in accordance with the provisions
of that Section.

         "DISCHARGED" shall have the meaning assigned to such term in Section
11.05 hereof.

         "EVENT OF DEFAULT" shall mean any event specified in Section 5.01,
continued for the period of time, if any, and after the giving of the notice, if
any, therein designated.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

         "FIRST SUPPLEMENTAL INDENTURE" means the First Supplemental Indenture,
dated the date hereof, between the Company and the Trustee.

         "GLOBAL SECURITY" shall mean, with respect to any series of Securities,
a Security of such series executed by the Company and delivered by the Trustee
to the Depositary or pursuant to the Depositary's instruction, all in accordance
with the Indenture, which shall be registered in the name of the Depositary or
its nominee.

         "INDENTURE" shall mean this instrument as originally executed or, if
amended or supplemented as herein provided, as so amended or supplemented, or
both, and shall include the form and terms of particular series of Securities
established as contemplated hereunder.

         "INTEREST PAYMENT DATE" shall mean, when used with respect to any
installment of interest on a Security of a particular series, the date specified
in such Security or in a Board Resolution or in an indenture supplemental hereto
with respect to such series as the fixed date on which an installment of
interest with respect to Securities of that series is due and payable.

         "MATERIAL SUBSIDIARY" of any Person means, as of any date, any
Subsidiary of such Person (a) the value of whose assets, as such assets would
appear on a consolidated balance sheet of such Subsidiary and its Consolidated
Subsidiaries prepared as of the end of the fiscal quarter next preceding such
determination in accordance with generally accepted accounting principles, is at
least 10% of the value of the assets of such Person and its Consolidated
Subsidiaries, determined as aforesaid, or (b) which has revenues, as such
revenues would appear on a consolidated income statement of such Subsidiary and
its Consolidated Subsidiaries prepared as of the end of the fiscal quarter next
preceding such determination in accordance with generally accepted accounting
principles, constituting at least 10% of the revenues of such Person and its
Consolidated Subsidiaries, or (c) which has net income, as such net income would
appear on a consolidated income statement of such Subsidiary and its
Consolidated Subsidiaries prepared as of the end of the fiscal quarter next
preceding such determination in accordance with generally accepted accounting
principles, constituting at least 10% of such Person's consolidated net income.

         "MATURITY DATE" shall mean the date on which any Securities mature and
on which the principal shall be due and payable together with all accrued and
unpaid interest thereon.


                                      -4-
<PAGE>


         "MORTGAGE" shall mean and include any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.

         "OFFICERS' CERTIFICATE" shall mean a certificate signed by any two of
the following: the Chief Executive Officer, the President, the Chief Financial
Officer, any Vice President, the Treasurer, an Assistant Treasurer, the
Controller, an Assistant Controller, the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee. Each such certificate shall include
the statements provided for in Section 13.06 if and to the extent provided by
the provisions of such Section.

         "OPINION OF COUNSEL" shall mean an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company, or may be other
counsel satisfactory to the Trustee. Each such opinion shall include the
statements provided for in Section 13.06 if and to the extent required by the
provisions of such Section.

         "ORIGINAL ISSUE DISCOUNT SECURITY" shall mean any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant to
Section 5.01.

         The term "OUTSTANDING" (except as otherwise provided in Section 6.08),
when used with reference to Securities, shall, subject to the provisions of
Section 7.04, mean, as of any particular time, all Securities authenticated and
delivered by the Trustee or the Authenticating Agent under this Indenture,
except

                  (i)      Securities theretofore canceled by the Trustee or the
                           Authenticating Agent or delivered to the Trustee for
                           cancellation;

                  (ii)     Securities, or portions thereof, for the payment or
                           redemption of which moneys in the necessary amount
                           shall have been deposited in trust with the Trustee
                           or with any paying agent (other than the Company) or
                           shall have been set aside and segregated in trust by
                           the Company (if the Company shall act as its own
                           paying agent); provided that, if such Securities, or
                           portions thereof, are to be redeemed prior to
                           maturity thereof, notice of such redemption shall
                           have been given as provided in Article Fourteen or
                           provision satisfactory to the Trustee shall have been
                           made for giving such notice; and

                  (iii)    Securities paid pursuant to Section 2.08 or in lieu
                           of or in substitution for which other Securities
                           shall have been authenticated and delivered pursuant
                           to the terms of Section 2.08 unless proof
                           satisfactory to the Company and the Trustee is
                           presented that any such Securities are held by bona
                           fide holders in due course.

         In determining whether the holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of an Original Issue
Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the principal thereof that would be due


                                      -5-
<PAGE>


and payable as of the date of such determination upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.01

         "PAYMENT BLOCKAGE PERIOD" shall have the meaning assigned to such term
in Section 15.02.

         "PERMITTED JUNIOR SECURITIES" shall have the meaning assigned to such
term in Section 15.04.

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

         "RESPONSIBLE OFFICER," when used with respect to the Trustee, shall
mean any officer of the Trustee within the Corporate Trust Administration of the
Trustee (or any successor unit or department of the Trustee) located at the
Designated Office of the Trustee who has direct responsibility for the
administration of this Indenture, and for purposes of Section 6.01(a)(2) and the
proviso in Section 5.08, shall also include any officer of the Trustee to whom
any corporate trust matter is referred because of his knowledge of and
familiarity with the particular subject.

         "SECURITY" or "SECURITIES" shall have the meaning stated in the first
recital of this Indenture and more particularly means any security or
securities, as the case may be, authenticated and delivered under this
Indenture.

         "SECURITY REGISTER" shall have the meaning assigned to such term in
Section 2.07 hereof.

         "SECURITYHOLDER," "HOLDER," "HOLDER" or other similar terms, shall mean
any person in whose name at the time a particular Security is registered on the
register kept by the Company or the Trustee for that purpose in accordance with
the terms hereof.

         "SENIOR INDEBTEDNESS" shall mean all indebtedness, obligations and
other liabilities of the Company or any of its Subsidiaries, whether now
existing or hereafter arising, whether direct or indirect, absolute or
contingent and howsoever evidenced, under or in respect of the Bank One Credit
Agreement, whether for principal, interest (including, without limitation,
interest accruing after the filing of a petition initiating any proceeding under
any state or federal bankruptcy law whether or not such interest is an allowable
claim), reimbursement of amounts drawn under letters of credit issued or
arranged for pursuant thereto, guarantees in respect thereof, and all charges,
fees, expenses (including reasonable fees and expenses of counsel), premiums,
indemnifications and other amounts in respect of the Bank One Credit Agreement
incurred by or owing to Bank One and/or any other lender under the Bank One
Credit Agreement or their representative, agent or trustee, and all other
obligations of the Company or any of its Subsidiaries incurred under or in
respect of or relating to the Bank One Credit Agreement, including, without
limitation, any interest rate protection obligations and in respect of premiums,
indemnities or otherwise, and all indebtedness under the Bank One Credit
Agreement which is disallowed, avoided or subordinated pursuant to Section 548
of the Federal Bankruptcy Code or any applicable state fraudulent conveyance
law.


                                      -6-
<PAGE>


         "SENIOR INDEBTEDNESS NON-PAYMENT DEFAULT" shall mean any event (other
than a Senior Indebtedness Payment Default) the occurrence of which entitles one
or more Persons to accelerate the maturity of the Senior Indebtedness.

         "SENIOR INDEBTEDNESS PAYMENT DEFAULT" shall mean any default in the
payment of principal of (or premium, if any, on) or interest on the Senior
Indebtedness beyond any applicable grace period with respect thereto, whether
such payment is due at stated maturity, by acceleration or otherwise.

         "SUBORDINATED INDEBTEDNESS" shall mean all indebtedness, obligations
and liabilities of the Company or any of its Subsidiaries to any of the holders
of the Securities issued pursuant hereto or their successors or assigns in
respect of the Securities or this Indenture, whether now existing or hereafter
arising, whether direct or indirect, absolute or contingent and howsoever
evidenced, including without limitation any extensions, renewals, increases or
other modifications thereof, all principal, interest, premiums, indemnities and
fees and costs under or in any way arising therefrom, and all indebtedness,
obligations and liabilities of the Company or any of its Subsidiaries in respect
of the Securities to any such holder under the Federal Bankruptcy Code or under
any similar law.

         "SUBSIDIARY" shall mean with respect to any Person, (i) any corporation
at least a majority of whose outstanding voting stock of which is owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries, or
by such Person and one or more of its Subsidiaries, (ii) any general
partnership, joint venture or similar entity, at least a majority of whose
outstanding partnership or similar interests shall at the time be owned by such
Person, or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries and (iii) any limited partnership of which such Person or
any of its Subsidiaries is a general partner. For the purposes of this
definition, "voting stock" means shares, interests, participations or other
equivalents in the equity interest (however designated) in such Person having
ordinary voting power for the election of a majority of the directors (or the
equivalent) of such Person, other than shares, interests, participations or
other equivalents having such power only by reason of the occurrence of a
contingency.

         "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of 1939 as in
force at the date of execution of this Indenture, except as provided in Section
9.03.

         "TRUSTEE" shall mean the Person identified as "Trustee" in the first
paragraph hereof, and, subject to the provisions of Article Six hereof, shall
also include its successors and assigns as Trustee hereunder. The term "Trustee"
as used with respect to a particular series of the Securities shall mean the
trustee with respect to that series.

         "U.S. GOVERNMENT OBLIGATIONS" shall mean securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case under
clauses (i) or (ii) are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such U.S.


                                      -7-
<PAGE>


Government Obligation or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

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

         "YIELD TO MATURITY" shall mean the yield to maturity on a series of
Securities, calculated at the time of issuance of such series of Securities, or
if applicable, at the most recent redetermination of interest on such series and
calculated in accordance with accepted financial practice by a nationally
recognized accounting firm selected by the Company and not objected to by the
Trustee.

                                   ARTICLE TWO
                                   SECURITIES

         SECTION 2.01. Forms Generally.

         The Securities of each series shall be in substantially the form as
shall be established by or pursuant to a Board Resolution and as set forth in an
Officers' Certificate of the Company or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with any law or with
any rules made pursuant thereto or with any rules of any securities exchange or
all as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities.

         In the event the Securities are issued in definitive form pursuant to
this Indenture, such Securities shall be typewritten, printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

         SECTION 2.02. Form of Trustee's Certificate of Authentication.

         The Trustee's certificate of authentication on all Securities shall be
in substantially the following form:

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


                                      -8-
<PAGE>


                              [insert name of Trustee],
                              as Trustee

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


         SECTION 2.03. Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture or otherwise by the Company is unlimited.

         The Securities may be issued in one or more series up to the aggregate
principal amount of securities of that series from time to time authorized by or
pursuant to a Board Resolution of the Company or pursuant to one or more
indentures supplemental hereto the terms of which shall not be inconsistent with
the provisions of this Indenture. Prior to the initial issuance of Securities of
any series, there shall be established in or pursuant to a Board Resolution of
the Company and set forth in an Officers' Certificate of the Company or
established in one or more indentures supplemental hereto:

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

                  (2)      any limit upon the aggregate principal amount of the
                           Securities of the series which may be authenticated
                           and delivered under this Indenture (except for
                           Securities authenticated and delivered upon
                           registration of transfer of, or in exchange for, or
                           in lieu of, other Securities of the series pursuant
                           to Section 2.07, 2.08, 2.09, 9.04 or 14.03);

                  (3)      the date or dates on which the principal of and
                           premium, if any, on the Securities of the series is
                           payable;

                  (4)      the rate or rates at which the Securities of the
                           series shall bear interest, if any, or the method by
                           which such interest may be determined, the date or
                           dates from which such interest shall accrue, the
                           Interest Payment Dates on which such interest shall
                           be payable or the manner of determination of such
                           Interest Payment Dates and the record dates for the
                           determination of holders to whom interest is payable
                           on any such Interest Payment Dates;

                  (5)      the place or places where the principal of, and
                           premium, if any, and any interest on Securities of
                           the series shall be payable;

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


                                      -9-
<PAGE>


                  (7)      the obligation, if any, of the Company to redeem,
                           purchase, repay or convert Securities of the series
                           at the option of a Securityholder thereof and the
                           price or prices at which, the period or periods
                           within which, and the terms and conditions upon which
                           Securities of the series shall be redeemed,
                           purchased, repaid or converted, in whole or in part,
                           pursuant to such obligation;

                  (8)      any Events of Default with respect to the Securities
                           of the series, if other than as set forth herein;

                  (9)      the form of the Securities of the series;

                  (10)     any trustee, authenticating or paying agents, warrant
                           agents, transfer agents or registrars (in addition to
                           the Trustee) with respect to the Securities of the
                           series;

                  (11)     whether the Securities of the series shall be issued
                           in whole or in part in the form of one or more Global
                           Securities and, in such case, the Depositary for such
                           Global Security or Securities, and whether beneficial
                           owners of interests in any such Global Securities may
                           exchange such interests for other Securities of such
                           series in the manner provided in Section 2.07, and
                           the manner and the circumstances under which and the
                           place or places where any such exchanges may occur if
                           other than in the manner provided in Section 2.07,
                           and any other terms of the series relating to the
                           global nature of the Global Securities of such series
                           and the exchange, registration or transfer thereof
                           and the payment of any principal thereof, or interest
                           or premium, if any, thereon; and

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

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such Board Resolution or in any such indenture supplemental hereto.

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

         SECTION 2.04. Authentication and Dating.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, and the Trustee shall thereupon
authenticate and make available for delivery said Securities to or upon the
written order of the Company, signed by any two of its Chief Executive Officer,
Chief Financial Officer, President, Vice Presidents, Treasurer, Assistant
Treasurer,


                                      -10-
<PAGE>


Controller or Assistant Controller, Secretary or Assistant Secretary, without
any further action by the Company hereunder. In authenticating such Securities,
and accepting the additional responsibilities under this Indenture in relation
to such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon:

                  (1)      a copy of any Board Resolution or Resolutions
                           relating thereto and, if applicable, an appropriate
                           record of any action taken pursuant to such
                           resolution, in each case certified by the Secretary
                           or an Assistant Secretary of the Company;

                  (2)      either (x) an executed supplemental indenture, if
                           any; or (y) an Officers' Certificate, in either case
                           setting forth the form and terms of the Securities as
                           required pursuant to Sections 2.01 and 2.03,
                           respectively;

                  (3)      an Opinion of Counsel which shall state:

                           1. that the form of such Securities has been
                           established by or pursuant to a Board Resolution or
                           by a supplemental indenture as permitted by Section
                           2.01 in conformity with the provisions of this
                           Indenture;

                           2. that the terms of such Securities have been
                           established by or pursuant to a Board Resolution or
                           by a supplemental indenture as permitted by Section
                           2.03 in conformity with the provisions of this
                           Indenture;

                           3. that such Securities, when authenticated and
                           delivered by the Trustee and issued by the Company in
                           the manner and subject to any conditions specified in
                           such Opinion of Counsel, will constitute valid and
                           legally binding obligations of the Company;

                           4. that all laws and requirements in respect of the
                           execution and delivery by the Company of the
                           Securities have been complied with in all material
                           respects and that authentication and delivery of the
                           Securities by the Trustee will not violate the terms
                           of the Indenture; and

                           5. such other matters as the Trustee may reasonably
                           request; and

                  (4)      an Officers' Certificate and Opinion of Counsel
                           required by Section 13.06.

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


                                      -11-
<PAGE>


         SECTION 2.05. Date and Denomination of Securities.

         The Securities shall be issuable as registered Securities without
coupons and in such denominations as shall be specified as contemplated by
Section 2.03. In the absence of any such specification with respect to the
Securities of any series, the Securities of such series shall be issuable in the
denominations of $35 and any increments thereof. The Securities shall be
numbered, lettered, or otherwise distinguished in such manner or in accordance
with such plans as the officers of the Company executing the same may determine
with the approval of the Trustee as evidenced by the execution and
authentication thereof.

         Every Security shall be dated the date of its authentication, shall
bear interest, if any, from such date and shall be payable on such dates, in
each case, as contemplated by Section 2.03. The interest installment on any
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date for Securities of that series shall be paid to the Person
in whose name said Security is registered at the close of business on the
regular record date for such interest installment. In the event that any
Security of a particular series or portion thereof is called for redemption and
the redemption date is subsequent to a regular record date with respect to any
Interest Payment Date and prior to such Interest Payment Date, interest on such
Security will be paid upon presentation and surrender of such Security as
provided in Section 3.02.

         Any interest on any Security that is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date for Security of the same
series (herein called "Defaulted Interest") shall forthwith cease to be payable
to the registered holder on the relevant regular record date by virtue of having
been such holder; and such Defaulted Interest shall be paid by the Company, at
its election, as provided in clause (1) or clause (2) below:

                  (1)      Except as may be set forth in a supplemental
                           indenture or an Officers' Certificate pursuant to
                           Section 2.03 hereof, the Company may make payment of
                           any Defaulted Interest on Securities to the Persons
                           in whose names such Securities are registered at the
                           close of business on a special record date for the
                           payment of such Defaulted Interest, which shall be
                           fixed in the following manner: the Company shall
                           notify the Trustee in writing of the amount of
                           Defaulted Interest proposed to be paid on each such
                           Security and the date of the proposed payment, and at
                           the same time the Company shall deposit with the
                           Trustee an amount of money equal to the aggregate
                           amount proposed to be paid in respect of such
                           Defaulted Interest or shall make arrangements
                           satisfactory to the Trustee for such deposit prior to
                           the date of the proposed payment, such money when
                           deposited to be held in trust for the benefit of the
                           Persons entitled to such Defaulted Interest as in
                           this clause provided. Thereupon the Trustee shall fix
                           a special record date for the payment of such
                           Defaulted Interest which shall not be more than 15
                           nor less than 10 days prior to the date of the
                           proposed payment and not less than 10 days after the
                           receipt by the Trustee of the notice of the proposed
                           payment. The Trustee shall promptly notify the
                           Company of such special record date and, in the name
                           and at the


                                      -12-
<PAGE>


                           expense of the Company, shall cause notice of the
                           proposed payment of such Defaulted Interest and the
                           special record date therefor to be mailed, first
                           class postage prepaid, to each Securityholder at his
                           or her address as it appears in the Security
                           Register, not less than 10 days prior to such special
                           record date. Notice of the proposed payment of such
                           Defaulted Interest and the special record date
                           therefor having been mailed as aforesaid, such
                           Defaulted Interest shall be paid to the Persons in
                           whose names such Securities are registered on such
                           special record date and shall be no longer payable
                           pursuant to the following clause (2).

                  (2)      Except as may be set forth in a supplemental
                           indenture or an Officers' Certificate pursuant to
                           Section 2.03 hereof, the Company may make payment of
                           any Defaulted Interest on any Securities in any other
                           lawful manner not inconsistent with the requirements
                           of any securities exchange on which such Securities
                           may be listed, and upon such notice as may be
                           required by such exchange, if, after notice given by
                           the Company to the Trustees of the proposed payment
                           pursuant to this clause, such manner of payment shall
                           be deemed practicable by the Trustee.

         Unless otherwise set forth in one or more indentures supplemental
hereto or any Officers' Certificate establishing the terms of any series of
Securities pursuant to Section 2.01 hereof, the term "regular record date" as
used in this Section with respect to a series of Securities with respect to any
Interest Payment Date for such series shall mean either the fifteenth day of the
month in which an Interest Payment Date established for such series pursuant to
Section 2.01 hereof shall occur, if such Interest Payment Date is the last day
of a month, or the first day of the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the fifteenth day of a month, whether or not such date
is a Business Day.

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

         SECTION 2.06. Execution of Securities.

         The Securities shall be signed in the name and on behalf of the Company
by the manual or facsimile signature of its Chief Executive Officer, President
or one of its Vice Presidents and may be attested by the manual or facsimile
signature of its Secretary or one of its Assistant Secretaries, under its
corporate seal which may be affixed thereto or printed, engraved or otherwise
reproduced thereon, by facsimile or otherwise, and which need not be attested.
Only such Securities as shall bear thereon a certificate of authentication
substantially in the form hereinbefore recited, manually executed by the Trustee
or the Authenticating Agent, shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose. Such certificate by the Trustee or
the Authenticating Agent upon any Security executed by the Company shall be
conclusive evidence that the Security so authenticated has been duly


                                      -13-
<PAGE>


authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture.

         In case any officer of the Company who shall have signed any of the
Securities shall cease to be such officer before the Securities so signed shall
have been authenticated and delivered by the Trustee or the Authenticating
Agent, or disposed of by the Company, such Securities nevertheless may be
authenticated and delivered or disposed of as though the person who signed such
Securities had not ceased to be such officer of the Company; and any Security
may be signed on behalf of the Company by such persons as, at the actual date of
the execution of such Security, shall be the proper officers of the Company,
although at the date of the execution of this Indenture any such person was not
such an officer.

         SECTION 2.07. Exchange and Registration of Transfer of Securities.

         Subject to Section 2.03, Securities of any series may be exchanged for
a like aggregate principal amount of Securities of the same series of other
authorized denominations. Securities to be exchanged may be surrendered at the
principal corporate trust office of the Trustee or at any office or agency to be
maintained by the Company for such purpose as provided in Section 3.02, and the
Company shall execute, the Company or the Trustee shall register and the Trustee
or the Authenticating Agent shall authenticate and make available for delivery
in exchange therefor the Security or Securities which the Securityholder making
the exchange shall be entitled to receive. Upon due presentment for registration
of transfer of any Security of any series at the principal corporate trust
office of the Trustee or at any office or agency of the Company maintained for
such purpose as provided in Section 3.02, the Company shall execute, the Company
or the Trustee shall register and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in the name of the transferee or
transferees a new Security or Securities of the same series for a like aggregate
principal amount. Registration or registration of transfer of any Security by
the Trustee or by any agent of the Company appointed pursuant to Section 3.02,
and delivery of such Security, shall be deemed to complete the registration or
registration of transfer of such Security.

         The Company or the Trustee shall keep, at the Designated Office of the
Trustee, a register for each series of Securities issued hereunder (each a
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company or the Trustee shall register all Securities and shall
register the transfer of all Securities as this Article Two provides, which
(subject to Section 2.11) shall be the only method of effecting a transfer of
Securities. Such register shall be in written form or in any other form capable
of being converted into written form within a reasonable time.

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


                                      -14-
<PAGE>


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

         The Company or the Trustee shall not be required to exchange or
register a transfer of (a) any Security for a period of 15 days next preceding
the date of selection of Securities of such series for redemption, or (b) any
Securities of any series selected, called or being called for redemption in
whole or in part, except in the case of any Securities of any series to be
redeemed in part, the portion thereof not so to be redeemed.

         SECTION 2.08. Mutilated, Destroyed, Lost or Stolen Securities.

         In case any temporary or definitive Security shall become mutilated or
be destroyed, lost or stolen, the Company shall execute, and upon written
request by the Company, the Trustee shall authenticate and deliver, a new
Security of the same series bearing a number not contemporaneously outstanding,
in exchange and substitution for the mutilated Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen. In every case the
applicant for a substituted Security shall furnish to the Company and the
Trustee such security or indemnity as may be required by them to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company and the Trustee evidence to their satisfaction
of the destruction, loss or theft of such Security and of the ownership thereof.

         The Trustee may authenticate any such substituted Security and deliver
the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Security, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses connected
therewith. In case any Security which has matured or is about to mature or has
been called for redemption in full shall become mutilated or be destroyed, lost
or stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless and, in case of destruction, loss or theft, evidence
satisfactory to the Company and to the Trustee of the destruction, loss or theft
of such Security and of the ownership thereof.

         Every substituted Security of any series issued pursuant to the
provisions of this Section 2.08 by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Security shall be
found at any time, shall be subject to all the terms and conditions of this
Indenture, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities of the same series duly
issued hereunder. All Securities shall be held and owned upon the express
condition that, to the extent permitted by applicable law, the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities and shall preclude any and all
other rights or remedies


                                      -15-
<PAGE>


notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

         SECTION 2.09. Temporary Securities.

         Subject to Section 2.03, pending the preparation of definitive
Securities of any series the Company may execute and the Trustee shall
authenticate and make available for delivery temporary Securities (typed,
printed or lithographed). Temporary Securities shall be issuable in any
authorized denomination, and substantially in the form of the definitive
Securities but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Company.
Every such temporary Security shall be executed by the Company and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Securities. Without
unreasonable delay the Company will execute and deliver to the Trustee or the
Authenticating Agent definitive Securities and thereupon any or all temporary
Securities of such series may be surrendered in exchange therefor, at the
principal corporate trust office of the Trustee or at any office or agency
maintained by the Company for such purpose as provided in Section 3.02, and the
Trustee or the Authenticating Agent shall authenticate and make available for
delivery in exchange for such temporary Securities a like aggregate principal
amount of such definitive Securities. Such exchange shall be made by the Company
at its own expense and without any charge therefor except that in case of any
such exchange involving a registration of transfer the Company may require
payment of a sum sufficient to cover any tax, fee or other governmental charge
that may be imposed in relation thereto. Until so exchanged, the temporary
Securities of any series shall in all respects be subject to all the terms and
conditions of this Indenture and entitled to the same benefits under this
Indenture as definitive Securities of the same series authenticated and
delivered hereunder.

         SECTION 2.10. Cancellation of Securities Paid, etc.

         All Securities surrendered for the purpose of payment, redemption,
exchange, conversion or registration of transfer, shall, if surrendered to the
Company or any paying agent, be surrendered to the Trustee and promptly canceled
by it, or, if surrendered to the Trustee or any Authenticating Agent, shall be
promptly canceled by it, and no Securities shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. All
Securities canceled by any Authenticating Agent shall be delivered to the
Trustee. The Trustee shall dispose of cancelled Securities in accordance with
its then customary procedures. If the Company shall acquire any of the
Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are surrendered to the Trustee for cancellation.

         SECTION 2.11. Global Securities.

            (a) If the Company shall establish pursuant to Section 2.03 that the
Securities of a particular series are to be issued as a Global Security, then
the Company shall execute and the Trustee shall, in accordance with Section
2.04, authenticate and deliver, a Global Security that (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
all of the outstanding Securities of such series, (ii) shall be registered in
the name of


                                      -16-
<PAGE>


the Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction and (iv) shall bear a
legend substantially to the following effect:

         Unless this certificate is presented by an authorized representative of
         The Depository Trust Company, a New York corporation ("DTC"), to the
         Issuer or its agent for registration of transfer, exchange, or payment,
         and any certificate issued is registered in the name of Cede & Co. or
         in such other name as is requested by an authorized representative of
         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.

            (b) Subject to Section 2.11(c), notwithstanding the provisions of
Section 2.07, the Global Security of a series may be transferred, in whole but
not in part and in the manner provided in Section 2.07, only to another nominee
of the Depositary for such series, or to a successor Depositary for such series
selected or approved by the Company or to a nominee of such successor
Depositary.

            (c) A Global Security shall be exchangeable for Securities in
registered certificated form if (i) the Depositary (x) notifies the Company that
it is unwilling or unable to continue as Depositary for the Global Security and
the Company thereupon fails to appoint a successor Depositary within 90 days or
(y) has ceased to be a clearing agency registered under the Exchange Act, (ii)
the Company in its sole discretion elects to cause the issuance of the
Securities in certificated form or (iii) there shall have occurred and be
continuing an Event of Default or any event which after notice or lapse of time
or both would be an Event of Default. In any such event the Company will execute
and, subject to Section 2.07, the Trustee, upon receipt of an Officers'
Certificate evidencing such determination by the Company that such event has
occurred, will authenticate and make available for delivery the Securities of
such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security. Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security shall be canceled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security or beneficial
interests therein pursuant to this Section 2.11(c) shall be registered in such
names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
Depositary for delivery to the Persons in whose names such Securities are so
registered.

         In addition, beneficial interests in a Global Security may be exchanged
for certificated Securities upon request but only upon at least 20 days prior
written notice given to the Trustee by or on behalf of DTC in accordance with
customary procedures.


                                      -17-
<PAGE>


         So long as the system of registration described in this Section 2.11 is
in effect, (a) the records of the Depositary will be determinative for all
purposes and (b) neither the Company, the Trustee nor any paying agent, Security
registrar or transfer agent for such Securities will have any responsibility or
liability for (i) any aspect of the records relating to or payments made on
account of owners of beneficial interests in the Securities of such series, (ii)
maintaining, supervising or reviewing any records relating to such beneficial
interests, (iii) receipt of notices, voting and requesting or directing the
Trustee to take, or not to take, or consenting to, certain actions hereunder, or
(iv) the records and procedures of the Depositary.

         SECTION 2.12. CUSIP Numbers.

         The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Securityholders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will notify the
Trustee of any change in the CUSIP numbers within three (3) business days after
such change or, if later, after becoming aware of such change.

                                  ARTICLE THREE
                       PARTICULAR COVENANTS OF THE COMPANY

         SECTION 3.01. Payment of Principal, Premium and Interest.

         The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or cause to be paid the
principal of, premium, if any, and interest on each of the Securities of that
series at the place, at the respective times and in the manner provided in such
Securities. Except with respect to Global Securities, each installment of
interest on the Securities of any series may be paid by mailing checks for such
interest payable to the order of the holders of Securities of such series
entitled thereto as they appear on the registry books of the Company.

         SECTION 3.02. Offices for Notices and Payments, etc.

         So long as any of the Securities remain outstanding, the Company will
maintain in New York, New York, or Detroit, Michigan, an office or agency where
the Securities of each series may be presented for payment, an office or agency
where the Securities of that series may be presented for registration of
transfer and for exchange as in this Indenture provided and an office or agency
where notices and demands to or upon the Company in respect of the Securities of
that series or of this Indenture may be served. The Company will give to the
Trustee written notice of the location of any such office or agency and of any
change of location thereof. Until otherwise designated from time to time by the
Company in a notice to the Trustee, or specified as contemplated by Section
2.03, any such office or agency for all of the above purposes shall be the
office or agency of the Trustee. In case the Company shall fail to maintain any
such office or agency in New York, New York, or Detroit, Michigan, or shall fail
to give such notice of the


                                      -18-
<PAGE>


location or of any change in the location thereof, presentations and demands may
be made and notices may be served at the principal corporate trust office of the
Trustee.

         In addition to any such office or agency, the Company may from time to
time designate one or more offices or agencies outside New York, New York, and
Detroit, Michigan, where the Securities may be presented for registration of
transfer and for exchange in the manner provided in this Indenture, and the
Company may from time to time rescind such designation, as the Company may deem
desirable or expedient; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
any such office or agency in New York, New York, or Detroit, Michigan, for the
purposes above mentioned. The Company will give to the Trustee prompt written
notice of any such designation or rescission thereof.

         SECTION 3.03. Appointments to Fill Vacancies in Trustee's Office.

         The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 6.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

         SECTION 3.04. Provision as to Paying Agent.

            (a) If the Company shall appoint a paying agent other than the
Trustee with respect to the Securities of any series, it will cause such paying
agent to execute and deliver to the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provision of this Section 3.04,

            (1)   that it will hold all sums held by it as such agent for the
                  payment of the principal of and premium, if any, or interest,
                  if any, on the Securities of such series (whether such sums
                  have been paid to it by the Company or by any other obligor on
                  the Securities of such series) in trust for the benefit of the
                  holders of the Securities of such series; and

            (2)   that it will give the Trustee immediate written notice of any
                  failure by the Company (or by any other obligor on the
                  Securities of such series) to make any payment of the
                  principal of and premium, if any, or interest, if any, on the
                  Securities of such series when the same shall be due and
                  payable.

            (b) If the Company shall act as its own paying agent, it will, on or
before each due date of the principal of and premium, if any, or interest, if
any, on the Securities of any series, set aside, segregate and hold in trust for
the benefit of the holders of the Securities of such series a sum sufficient to
pay such principal, premium or interest so becoming due and will immediately
notify the Trustee in writing of any failure to take such action and of any
failure by the Company (or by any other obligor under the Securities of such
series) to make any payment of the principal of and premium, if any, or
interest, if any, on the Securities of such series when the same shall become
due and payable.


                                      -19-
<PAGE>


            (c) Anything in this Section 3.04 to the contrary notwithstanding,
the Company may, at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Securities hereunder, or
for any other reason, pay or cause to be paid to the Trustee all sums held in
trust for any such series by the Trustee or any paying agent hereunder, as
required by this Section 3.04, such sums to be held by the Trustee upon the
trusts herein contained.

            (d) Anything in this Section 3.04 to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this Section 3.04 is subject
to Sections 11.03 and 11.04.

         SECTION 3.05. Certificate to Trustee.

         The Company will deliver to the Trustee on or before 120 days after the
end of each fiscal year, so long as Securities of any series are outstanding
hereunder, an Officers' Certificate stating that in the course of the
performance by the signers of their duties as officers of the Company they would
normally have knowledge of any default by the Company in the performance of any
covenants contained herein, stating whether or not they have knowledge of any
such default and, if so, specifying each such default of which the signers have
knowledge and the nature thereof and otherwise complying with Section 314(a)(4)
of the Trust Indenture Act.

         The Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon becoming aware of any default or Event of
Default in respect of the performance or observance of any covenant, agreement
or condition contained in this Indenture or the Securities, but in any event not
later than ten Business Days after the occurrence thereof, an Officers'
Certificate specifying such default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.

         SECTION 3.06. Compliance with Consolidation Provisions.

         The Company will not, while any of the Securities remain outstanding,
consolidate with, or merge into, any other Person or permit any other Person to
merge into the Company, or sell or convey all or substantially all of its
property to any other Person unless the provisions of Article Ten hereof are
complied with.

         SECTION 3.07. Calculation of Original Issue Discount.

         In the event there are any Original Issue Discount Securities issued
and outstanding, the Company shall file with the Trustee promptly at the end of
each calendar year (i) a written notice specifying the amount of any original
issue discount (including daily rates and accrual periods) accrued on
outstanding Securities as of the end of such year and (ii) such other
information relating to such original issue discount as may then be relevant
under the Internal Revenue Code of 1986, as amended from time to time.

         The Company shall provide to the Trustee on a timely basis such
information as the Trustee requires to enable the Trustee to prepare and file
any form required to be submitted by


                                      -20-
<PAGE>


the Company with the Internal Revenue Service and the Holders of the Securities
relating to original issue discount, including, without limitation, Form
1099-OID or any successor form.

                                  ARTICLE Four
                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE

         SECTION 4.01. Securityholders' Lists.

         The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee:

            (a) on a quarterly basis on each regular record date for each series
of Securities, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Securityholders of such series of Securities as
of such record date (and on dates to be determined pursuant to Section 2.03 for
non-interest bearing securities in each year); and

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

except that no such lists need be furnished so long as the Trustee is in
possession thereof by reason of its acting as Security registrar for such
series.

         SECTION 4.02. Preservation and Disclosure of Lists.

            (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of each series of Securities (1) contained in the most recent list
furnished to it as provided in Section 4.01 or (2) received by it in the
capacity of Securities registrar (if so acting) hereunder. The Trustee may
destroy any list furnished to it as provided in Section 4.01 upon receipt of a
new list so furnished.

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

            (1) afford such applicants access to the information preserved at
                the time by the Trustee in accordance with the provisions of
                subsection (a) of this Section 4.02, or


                                      -21-
<PAGE>


            (2) inform such applicants as to the approximate number of holders
                of such series or all Securities, as the case may be, whose
                names and addresses appear in the information preserved at the
                time by the Trustee in accordance with the provisions of
                subsection (a) of this Section 4.02, and as to the approximate
                cost of mailing to such Securityholders the form of proxy or
                other communication, if any, specified in such application. If
                the Trustee shall elect not to afford such applicants access to
                such information, the Trustee shall, upon the written request of
                such applicants, mail to each Securityholder of such series or
                to all Securityholders, as the case may be, whose name and
                address appear in the information preserved at the time by the
                Trustee in accordance with the provisions of subsection (a) of
                this Section 4.02 a copy of the form of proxy or other
                communication which is specified in such request with reasonable
                promptness after a tender to the Trustee of the material to be
                mailed and of payment, or provision for the payment, of the
                reasonable expenses of mailing, unless within five days after
                such tender, the Trustee shall mail to such applicants and file
                with the Commission, together with a copy of the material to be
                mailed, a written statement to the effect that, in the opinion
                of the Trustee, such mailing would be contrary to the best
                interests of the holders of Securities of such series or all
                Securities, as the case may be, or would be in violation of
                applicable law. Such written statement shall specify the basis
                of such opinion. If the Commission, after opportunity for a
                hearing upon the objections specified in the written statement
                so filed, shall enter an order refusing to sustain any of such
                objections or if, after the entry of an order sustaining one or
                more of such objections, the Commission shall find, after notice
                and opportunity for hearing, that all the objections so
                sustained have been met and shall enter an order so declaring,
                the Trustee shall mail copies of such material to all such
                Securityholders with reasonable promptness after the entry of
                such order and the renewal of such tender; otherwise the Trustee
                shall be relieved of any obligation or duty to such applicants
                respecting their application.

            (c) Each and every holder of Securities, by receiving and holding
the same, agrees with Company and the Trustee that neither the Company nor the
Trustee nor any paying agent shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the holders
of Securities in accordance with the provisions of subsection (b) of this
Section 4.02, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under said subsection (b).

         SECTION 4.03. Reports by Company.

            (a) The Company covenants and agrees to file with the Trustee,
within 15 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports, including annual reports on Form 10-K and quarterly reports on
Form 10-Q (or copies of such portions of any of the foregoing as


                                      -22-
<PAGE>


the Commission may from time to time by rules and regulations prescribe), which
the Company may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

            (b) The Company covenants and agrees to file with the Trustee and
the Commission, in accordance with the rules and regulations prescribed from
time to time by the Commission, such additional information, documents and
reports with respect to compliance by the Company with the conditions and
covenants provided for in this Indenture as may be required from time to time by
such rules and regulations.

            (c) The Company covenants and agrees that, following the
qualification of this Indenture under the Trust Indenture Act, it will comply
with the other provisions of Section 314(a) of the Trust Indenture Act.

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

         SECTION 4.04. Reports by the Trustee.

            (a) The Trustee shall transmit to Securityholders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within 60 days after each May 15 following the date of this
Indenture, deliver to Securityholders a brief report, dated as of such May 15,
which complies with the provisions of such Section 313(a).

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

                                  ARTICLE FIVE
                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

         SECTION 5.01. Events of Default.

         The occurrence of any of the following events with respect to
Securities of any series or such other events as may be established with respect
to the Securities of that series as


                                      -23-
<PAGE>


contemplated by Section 2.03 hereof (whatever the reason for such event and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body) shall constitute an
"Event of Default":

            (a) default in the payment of any interest upon any Securities of
that series or any other Securities when it becomes due and payable, and
continuance of such default for a period of 30 days; or

            (b) default in the payment of all or any part of the principal of
(or premium, if any, on) any Securities of that series or any other Securities
as and when the same shall become due and payable either at maturity, upon
redemption, by declaration of acceleration or otherwise; or

            (c) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this Section
specifically dealt with and other than those set forth exclusively in terms of
any particular series of Securities established as contemplated in this
Indenture), and continuance of such default or breach for a period of 30 days
after there has been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the holders of at least 25% in
principal amount of the outstanding Securities a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

            (d) a court having jurisdiction in the premises shall enter a decree
or order for relief in respect of the Company or any Material Subsidiary in an
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Company or any
Material Subsidiary or for any substantial part of their respective properties,
or ordering the winding-up or liquidation of their respective affairs and such
decree or order shall remain unstayed and in effect for a period of 90
consecutive days; or

            (e) the Company or any Material Subsidiary shall commence a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, shall consent to the entry of an order for relief in
an involuntary case under any such law, or shall consent to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Company or of any substantial
part of their respective properties, or shall make any general assignment for
the benefit of creditors, or shall fail generally to pay their respective debts
as they become due.

         If an Event of Default (other than an Event of Default with respect to
the Company or any Material Subsidiary specified in Section 5.01(d) or (e)
hereof), occurs and is continuing, then, except as set forth in the next
succeeding sentence, unless the principal of all of the Securities of such
series shall have already become due and payable, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Securities of
that series then outstanding hereunder, by notice in writing to the Company (and
to the Trustee if given by Securityholders) (the "Acceleration Notice"), may
declare the entire principal (or, if the


                                      -24-
<PAGE>


Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified under the terms of that series) of
all Securities of that series and the interest and premiums accrued thereon, if
any, together with any premium otherwise payable pursuant to the terms of such
Securities to be due and payable immediately, and upon any such declaration the
same shall become immediately due and payable. Notwithstanding anything to the
contrary contained herein, until such time as all Senior Indebtedness shall have
been paid in full in cash and the Bank One Credit Agreement, all commitments to
lend or otherwise extend credit under the Bank One Credit Agreement and any and
all letters of credit issued pursuant thereto shall have expired or been
irrevocably terminated, neither the Trustee nor the holders of Securities shall
have the right to accelerate the maturity of the Securities as a result of an
Event of Default specified in Sections 5.01(a), (b) or (c). If an Event of
Default specified in Section 5.01 (d) or (e) occurs, the principal of and
accrued interest on all Securities shall become immediately due and payable
without any declaration or other act on the part of the Trustee or
Securityholder.

         The foregoing paragraph, however, is subject to the condition that if,
at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified under the
terms thereof) of the Securities of any series (or of all the Securities, as the
case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the Company shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest upon all
the Securities of such series (or of all the Securities, as the case may be) and
the principal of and premium, if any, on any and all Securities of such series
(or of all the Securities, as the case may be) which shall have become due
otherwise than by acceleration (with interest upon such principal and premium,
if any, and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest, at the same rate as the
rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series (or at the respective
rates of interest or Yields to Maturity of all the Securities, as the case may
be) to the date of such payment or deposit) and such amount as shall be
sufficient to cover reasonable compensation to the Trustee and each predecessor
Trustee, their respective agents, attorneys and counsel, and all other expenses
and liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee except as a result of negligence or bad faith, and if any
and all Events of Default under the Indenture (other than the non-payment of the
principal of the Securities which shall have become due solely by such
declaration of acceleration), shall have been cured, waived or otherwise
remedied as provided herein -- then and in every such case the holders of a
majority in aggregate principal amount of the Securities of such series (or of
all the Securities, as the case may be) then outstanding, by written notice to
the Company and to the Trustee, may waive all defaults with respect to that
series (or with respect to all Securities, as the case may be, in such case,
treated as a single class) and rescind and annul such declaration and its
consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent
thereon.

         In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or shall have
been determined adversely to the Trustee, then


                                      -25-
<PAGE>


and in every such case the Company, the Trustee and the holders of the
Securities shall be restored respectively to their several positions and rights
hereunder, and all rights, remedies and powers of the Company, the Trustee and
the holders of the Securities shall continue as though no such proceeding had
occurred.

         Within 30 days after the Trustee receives an Acceleration Notice from
Securityholders with respect to the Securities of any series, the Trustee shall
mail to all of the other Securityholders of that series, as the names and
addresses of such holders appear upon the Security Register, notice of the
giving of such Acceleration Notice, together with a copy thereof, unless such
Acceleration Notice shall have been retracted, rescinded or annulled before the
giving of such notice.

         SECTION 5.02. Payment of Securities on Default; Suit Therefor.

         The Company covenants that:

            (a) in case of default in the payment of any installment of interest
upon any of the Securities of any series as and when the same shall become due
and payable, and such default shall have continued for a period of three
Business Days, or

            (b) in case of default in the payment of the principal of or
premium, if any, on any of the Securities of any series as and when the same
shall have become due and payable, whether at maturity of the Securities of that
series or upon redemption or by declaration or otherwise;

then, upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the holders of the Securities of that series, the amount that then
shall have become due and payable on all such Securities of that series for
principal and premium, if any, or interest, or both, as the case may be, with
interest upon the overdue principal and premium, if any, and (to the extent that
payment of such interest is enforceable under applicable law) upon the overdue
installments of interest at the rate or Yield to Maturity (in the case of
Original Issue Discount Securities) borne by the Securities of that series; and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including reasonable compensation to the
Trustee, its agents, attorneys and counsel, and any expenses or liabilities
incurred by the Trustee hereunder other than through its negligence or bad
faith.

         In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on such
Securities and collect in the manner provided by law out of the property of the
Company or any other obligor on such Securities wherever situated the moneys
adjudged or decreed to be payable.

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Securities of any
series under the Bankruptcy Law, or


                                      -26-
<PAGE>


any other applicable law, or in case a receiver or trustee shall have been
appointed for the property of the Company or such other obligor, or in the case
of any other similar judicial proceedings relative to the Company or other
obligor upon the Securities of any series, or to the creditors or property of
the Company or such other obligor, the Trustee, irrespective of whether the
principal of the Securities of any series shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand pursuant to the provisions of this Section
5.02, shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of principal
and interest (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified under the
terms of that series) owing and unpaid in respect of the Securities of such
series and, in case of any judicial proceedings, to 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 (including any claim for reasonable compensation to
the Trustee and each predecessor Trustee, and their respective agents, attorneys
and counsel, and for reimbursement of all expenses and liabilities incurred, and
all advances made, by the Trustee and each predecessor Trustee and all other
amounts due the Trustee under Section 6.06) and of the Securityholders allowed
in such judicial proceedings relative to the Company or any other obligor on the
Securities of any series, or to the creditors or property of the Company or such
other obligor, unless prohibited by applicable law and regulations, to vote on
behalf of the holders of the Securities or any series in any election of a
trustee or a standby trustee in arrangement, reorganization, liquidation or
other bankruptcy or insolvency proceedings or person performing similar
functions in comparable proceedings, and to collect and receive any moneys or
other property payable or deliverable on any such claims, and to distribute the
same after the deduction of its charges and expenses; and any receiver, assignee
or trustee in bankruptcy or reorganization is hereby authorized by each of the
Securityholders to make such payments to the Trustee, and, in the event that the
Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee such amounts as shall be sufficient to
cover reasonable compensation to the Trustee, each predecessor Trustee and their
respective agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee and
all other amounts due the Trustee under Section 6.06.

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

         All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof on any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable benefit of the holders of the
Securities.


                                      -27-
<PAGE>


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

         SECTION 5.03. Application of Moneys Collected by Trustee.

         Any moneys collected by the Trustee or otherwise distributable in
respect of the Company's obligations under this Indenture shall be applied in
the following order, at the date or dates fixed by the Trustee for the
distribution of such moneys, upon presentation of the several Securities in
respect of which moneys have been collected, and stamping thereon the payment,
if only partially paid, and upon surrender thereof if fully paid:

                  First: To the payment of costs and expenses of collection
         applicable to such series and reasonable compensation to the Trustee,
         its agents, attorneys and counsel, and of all other expenses and
         liabilities incurred, and all advances, if any, made, by the Trustee in
         accordance with the provisions of this Indenture; and all amounts due
         the Trustee under Section 6.06;

                  Second: To the payment of all Senior Indebtedness of the
         Company if and to the extent required by Article Fifteen;

                  Third: In case the principal of the outstanding Securities in
         respect of which moneys have been collected shall not have become due
         and be unpaid, to the payment of the amounts then due and unpaid upon
         Securities of such series for principal (and premium, if any), and
         interest on the Securities of such series, in respect of which or for
         the benefit of which money has been collected, ratably, without
         preference or priority of any kind, according to the amounts due on
         such Securities for principal (and premium, if any) and interest,
         respectively; and

                  Fourth: To the Company.

         SECTION 5.04. Proceedings by Securityholders.

            (a) No holder of any Security of any series shall have any right by
virtue of or by availing of any provision of this Indenture to institute any
suit, action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless (i) such holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof
with respect to the Securities of such series specifying such Event of Default,
as hereinbefore provided; (ii) the holders of not less than 25% in aggregate
principal amount of the Securities of that series then outstanding shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder; (iii) such holder or holders
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby;
(iv) the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action, suit or proceeding,
and (v) during such 60 day period the holders of a majority in aggregate
principal


                                      -28-
<PAGE>


amount of the Securities of that series shall not have given the Trustee a
direction inconsistent with the request; it being understood and intended, and
being expressly covenanted by the taker and holder of every Security with every
other taker and holder and the Trustee, that no one or more holders of
Securities of any series shall have any right in any manner whatever by virtue
of or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of any other holder of Securities, or to obtain or seek to
obtain priority over or preference to any other such holder, or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all holders of Securities of the applicable
series.

         Notwithstanding any other provisions in this Indenture, however, the
right of any holder of any Security to receive payment of the principal of
(premium, if any) and interest, if any, on such Security, on or after the same
shall have become due and payable, or to institute suit for the enforcement of
any such payment, shall not be impaired or affected without the consent of such
holder and by accepting a Security hereunder it is expressly understood,
intended and covenanted by the taker and holder of every Security of such series
with every other such taker and holder and the Trustee, that no one or more
holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other such
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of such series. For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

         SECTION 5.05. Proceedings by Trustee.

         In case of an Event of Default hereunder the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture (including its rights as Trustee) by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
of such rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

         SECTION 5.06. Remedies Cumulative and Continuing.

         Except as otherwise provided in Section 2.08, all powers and remedies
given by this Article Five to the Trustee or to the Securityholders shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any other
powers and remedies available to the Trustee or the holders of the Securities,
by judicial proceedings or otherwise, to enforce the performance or observance
of the covenants and agreements contained in this Indenture or otherwise
established with respect to such series, and no delay or omission of the Trustee
or of any holder of any of the Securities to exercise any right or power
accruing upon any Event of Default occurring and continuing as aforesaid shall
impair any such right or power, or shall be construed to be a waiver of any such
default or an acquiescence therein; and, subject to the provisions of Section
5.04, every power and remedy given by this Article Five or by law to the Trustee
or to


                                      -29-
<PAGE>


the Securityholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Securityholders.

         SECTION 5.07. Direction of Proceedings and Waiver of Defaults by
                       Majority of Securityholders.

         Subject to the last paragraph of Section 6.01 and Section 6.02(d), the
holders of a majority in aggregate principal amount of the Securities of any
series affected at the time outstanding shall have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, in each case
with respect to such series of Securities; provided, however, that (subject to
the provisions of Section 6.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee shall determine that the action so
directed would be unjustly prejudicial to the holders not taking part in such
direction or if the Trustee being advised by counsel determines that the action
or proceeding so directed may not lawfully be taken or if the Trustee in good
faith shall determine that the action or proceedings so directed would involve
the Trustee in personal liability. Prior to any declaration accelerating the
maturity of any series of the Securities, the holders of a majority in aggregate
principal amount of the Securities of that series at the time outstanding may on
behalf of the holders of all of the Securities of such series waive any past
default or Event of Default including any default established pursuant to
Section 2.03 and its consequences except a default (a) in the payment of
principal of, premium, if any, or interest on any of the Securities, (b) in
respect of covenants or provisions hereof which cannot be modified or amended
without the consent of the holder of each Security affected, or (c) in respect
of the covenants contained in Section 3.06. Upon any such waiver, the default
covered thereby shall be deemed to be cured for all purposes of this Indenture
and the Company, the Trustee and the holders of the Securities of such series
(or of all Securities, as the case may be) shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon. Whenever any default or Event of Default hereunder shall
have been waived as permitted by this Section 5.07, such default or Event of
Default shall for all purposes of the Securities of that series (or of all
Securities, as the case may be) and this Indenture be deemed to have been cured
and to be not continuing.

         SECTION 5.08. Notice of Defaults.

         Within 90 days after a Responsible Officer of the Trustee has received
written notice of the occurrence of a default with respect to the Securities of
any series, the Trustee shall mail to all Securityholders of that series, as the
names and addresses of such holders appear upon the Security Register, notice of
all defaults with respect to that series known to the Trustee, unless such
defaults shall have been cured before the giving of such notice (the term
"defaults" for the purpose of this Section 5.08 being hereby defined to be the
events specified in clauses (a), (b), (c), (d) and (e) of Section 5.01, not
including periods of grace, if any, provided for therein, and irrespective of
the giving of written notice specified in clause (c) of Section 5.01 and
(pursuant to Section 2.03(8)) any events specified in any indentures
supplemental hereto or Officers' Certificate providing for the initial issuance
of securities of such series, not including periods of grace); provided,
however, that, except in the case of default in the payment of the principal of,


                                      -30-
<PAGE>


premium, if any, or interest on any of the Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Securityholders of such
series; and provided further, that in the case of any default of the character
specified in Section 5.01(c) no such notice to Securityholders of such series
shall be given until at least 60 days after the occurrence thereof but shall be
given within 90 days after such occurrence.

         SECTION 5.09. Undertaking to Pay Costs.

         All parties to this Indenture agree, and each holder of any Security by
such holder's acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.09 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders of any series, holding in the aggregate more than 10% in
principal amount of the Securities of that series outstanding, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security against the
Company on or after the same shall have become due and payable.

                                   ARTICLE SIX
                             CONCERNING THE TRUSTEE

         SECTION 6.01. Duties and Responsibilities of Trustee.

         With respect to the holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to securities of that series and after the curing or waiving of all
Events of Default which may have occurred, with respect to securities of that
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture or any supplemental indenture with
respect to such series. In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured or waived) of
which a Responsible Officer of the Trustee has received written notice, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture or any supplemental indenture with respect to such series, and, in the
case of a default by the issuer, shall use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.

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


                                      -31-
<PAGE>


            (a) prior to the occurrence of an Event of Default with respect to
Securities of a series and after the curing or waiving of all Events of Default
with respect to that series which may have occurred:

            (1) the duties and obligations of the Trustee with respect to
                Securities of a series shall be determined solely by the express
                provisions of this Indenture or any supplemental indenture with
                respect to such series, and the Trustee shall not be liable
                except for the performance of such duties and obligations with
                respect to such series as are specifically set forth in this
                Indenture or any supplemental indenture with respect to such
                series, and no implied covenants or obligations shall be read
                into this Indenture or any supplemental indenture with respect
                to such series against the Trustee; and

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

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

            (c) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith, in accordance with the direction of
the Securityholders pursuant to Section 5.07, relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.

         None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there is reasonable ground for believing that the
repayment of such funds or liability is not reasonably assured to it under the
terms of this Indenture or adequate indemnity against such risk is not
reasonably assured to it.

         SECTION 6.02. Reliance on Documents, Opinions, etc.

         Except as otherwise provided in Section 6.01:

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


                                      -32-
<PAGE>


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

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

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

            (e) the Trustee shall not be liable for any action taken or omitted
by it in good faith and believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Indenture; nothing contained
herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default with respect to a series of the Securities
(that has not been cured or waived) of which a Responsible Officer of the
Trustee has actual knowledge, to exercise with respect to Securities of that
series such of the rights and powers vested in it by this Indenture, and to use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs;

            (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, coupon or other paper or document, unless requested in writing to do
so by the holders of not less than a majority in aggregate principal amount of
the outstanding Securities of the series affected thereby; provided, however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding, provided, however, the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney at the sole cost of the
Company and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation;

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


                                      -33-
<PAGE>


            (h) the Trustee shall not be deemed to have notice or be charged
with knowledge of any default or Event of Default unless a Responsible Officer
of the Trustee shall have received from the Company or any other obligor upon
the Securities or from any holder written notice thereof at the Designated
Office of the Trustee, and such notice references the Securities and this
Indenture;

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

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

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

            (l) the permissive right of the Trustee to take any action under
this Indenture shall not be construed as a duty to so act.

         SECTION 6.03. No Responsibility for Recitals, etc.

         The recitals contained herein and in the Securities (except in the
certificate of authentication of the Trustee or the Authenticating Agent) shall
be taken as the statements of the Company only, and the Trustee and the
Authenticating Agent assume no responsibility for the correctness of the same.
The Trustee and the Authenticating Agent make no representations as to the
validity or sufficiency of this Indenture or of the Securities. The Trustee and
the Authenticating Agent shall not be accountable for the use or application by
the Company of any Securities or the proceeds of any Securities authenticated
and delivered by the Trustee or the Authenticating Agent in conformity with the
provisions of this Indenture.

         Section 6.04. Trustee, Authenticating Agent, Paying Agents, Transfer
                       Agents or Registrar May Own Securities.

         The Trustee or any Authenticating Agent or any paying agent or any
transfer agent or any Security registrar, in its individual or any other
capacity, may become the owner or pledgee of Securities with the same rights it
would have if it were not Trustee (subject, however, to Section 6.08 hereof),
Authenticating Agent, paying agent, transfer agent or Security registrar.


                                      -34-
<PAGE>


         SECTION 6.05. Moneys to be Held in Trust.

         Subject to the provisions of Section 11.04 and Article Fifteen, all
moneys received by the Trustee or any paying agent shall, until used or applied
as herein provided, be held in trust for the purpose for which they were
received, but need not be segregated from other funds except to the extent
required by law. The Trustee shall invest all moneys received by the Trustee,
until used or applied as provided herein, in accordance with the directions of
the Company. The Trustee and any paying agent shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed in
writing with the Company. Subject to the provisions of Article Fifteen, so long
as no Event of Default shall have occurred and be continuing, all interest
allowed on any such moneys shall be paid from time to time upon the written
order of the Company, signed by the Chief Executive Officer, the President or a
Vice President or the Treasurer or an Assistant Treasurer or the Controller or
an Assistant Controller of the Company.

         SECTION 6.06. Compensation and Expenses of Trustee.

         The Company covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, such compensation as shall be agreed
to in writing between the Company and the Trustee (which shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust), and the Company will pay or reimburse the Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any of the provisions of this Indenture or any
supplemental indenture (including the reasonable compensation and the expenses
and disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its gross
negligence or bad faith. The Company also covenants to indemnify each of the
Trustee or any predecessor Trustee (and its officers, agents, directors and
employees) for, and to hold it (and them) harmless against, any and all loss,
damage, claim, liability or expense including taxes (other than taxes based on
the income of the Trustee) incurred without gross negligence or bad faith on the
part of the Trustee and arising out of or in connection with the acceptance or
administration of this trust or the performance of its duties hereunder,
including the costs and expenses incurred in enforcing the Company's
indemnification obligations hereunder and of defending itself against any claim
of liability in connection with the exercise or performance of any of its powers
or duties hereunder. The obligations of the Company under this Section 6.06 to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder. Such additional indebtedness shall be secured by a lien prior to that
of the Securities upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the payment of principal of (and
premium, if any) or interest on particular Securities.

         In addition to and without prejudice to the rights provided to the
Trustee under any provision hereof, when the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 5.01(d) or
Section 5.01(e), the expenses (including the reasonable charges and expenses of
its counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law.


                                      -35-
<PAGE>


         The obligations of the Company under this Section 6.06 and any lien or
claim arising hereunder shall survive the resignation or removal of the Trustee,
the satisfaction, discharge or other termination, for any reason, of this
Indenture or any rejection of this Indenture under any proceeding under
Bankruptcy Law.

         "Trustee" for purposes of this Section 6.06 shall include any
predecessor Trustee; provided, however, that the gross negligence or willful
misconduct of any Trustee hereunder shall not affect the rights of any other
Trustee hereunder.

         SECTION 6.07. Officers' Certificate as Evidence.

         Except as otherwise provided in Sections 6.01 and 6.02, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers' Certificate delivered to the Trustee, and such
certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken or omitted by
it under the provisions of this Indenture upon the faith thereof.

         SECTION 6.08. Conflicting Interest of Trustee.

         If the Trustee has or shall acquire any "conflicting interest" within
the meaning of Section 310(b) of the Trust Indenture, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act. Nothing herein shall prevent the Trustee from filing
with the Commission the application referred to in the second to last paragraph
of Section 310(b) of the Trust Indenture Act.

         SECTION 6.09. Eligibility of Trustee.

         The Trustee hereunder shall at all times be a corporation organized and
doing business under the laws of the United States of America or any state or
territory thereof or of the District of Columbia or a corporation or other
Person permitted to act as trustee by the Commission authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by federal, state,
territorial, or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section 6.09 the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.

         The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as
Trustee.

         In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.


                                      -36-
<PAGE>


         SECTION 6.10. Resignation or Removal of Trustee.

            (a) The Trustee, or any trustee or trustees hereafter appointed, may
at any time resign with respect to one or more or all series of Securities by
giving written notice of such resignation to the Company and by mailing notice
thereof to the holders of the applicable series of Securities at their addresses
as they shall appear on the Security Register. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee or trustees
with respect to the applicable series by written instrument, in duplicate,
executed under the authority of a Board Resolution, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the successor
trustee. If no successor trustee shall have been so appointed with respect to
any series of Securities and have accepted appointment within 30 days after the
mailing of such notice of resignation to the affected Securityholders or the
receipt by the Trustee of a notice of removal pursuant to Subsection (b) below,
the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee, or any Securityholder who has been a bona
fide holder of a Security or Securities of the applicable series for at least
six months may, subject to the provisions of Section 5.09, on behalf of himself
and all others similarly situated, petition any such court for the appointment
of a successor trustee. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, appoint a successor trustee.

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

            (1) the Trustee shall fail to comply with the provisions of Section
                6.08 after written request therefor by the Company or by any
                Securityholder who has been a bona fide holder of a Security or
                Securities for at least six months, or

            (2) the Trustee shall cease to be eligible in accordance with the
                provisions of Section 6.09 and shall fail to resign after
                written request therefor by the Company or by any Securityholder
                who has been a bona fide holder of a Security or Securities for
                at least six months, or

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

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed under the
authority of a Board Resolution, one copy of which instrument shall be delivered
to the Trustee so removed and one copy to the successor trustee, or, subject to
the provisions of Section 5.09, any Securityholder who has been a bona fide
holder of a Security or Securities of the applicable series for at least six
months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper, remove the Trustee and appoint a successor
trustee.


                                      -37-
<PAGE>


            (c) The holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding may at any time remove the
Trustee with respect to such series and nominate a successor trustee with
respect to the applicable series of Securities or all series, as the case may
be, which shall be deemed appointed as successor trustee with respect to the
applicable series unless within 10 days after such nomination the Company
objects thereto, in which case the Trustee so removed or any Securityholder of
the applicable series, upon the terms and conditions and otherwise as in
subsection (a) of this Section 6.10 provided, may petition any court of
competent jurisdiction for an appointment of a successor trustee with respect to
such series.

            (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 6.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 6.11.

         SECTION 6.11. Acceptance by Successor Trustee.

         Any successor trustee appointed as provided in Section 6.10 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the retiring trustee with respect to all or any
applicable series shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations with respect to such series of its predecessor
hereunder, with like effect as if originally named as trustee herein; but,
nevertheless, on the written request of the Company or of the successor trustee,
the trustee ceasing to act shall, upon payment of any amounts then due it
pursuant to the provisions of Section 6.06, execute and deliver an instrument
transferring to such successor trustee all the rights and powers of the trustee
so ceasing to act and shall duly assign, transfer and deliver to such successor
trustee all property and money held by such retiring trustee thereunder. Upon
request of any such successor trustee, the Company shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to
such successor trustee all such rights and powers. Any trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.06.

         No successor trustee shall accept appointment as provided in this
Section 6.11 unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 6.08 and eligible under the
provisions of Section 6.09.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 6.11, the Company shall mail notice of the succession of such
trustee hereunder to the holders of Securities at their addresses as they shall
appear on the Security Register. If the Company fails to mail such notice within
10 days after the acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Company.

         SECTION 6.12. Succession by Merger, etc.

         Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the


                                      -38-
<PAGE>


Trustee shall be a party, or any Person succeeding to all or substantially all
of the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder without the execution or filing of any paper or any further
act on the part of any of the parties hereto; provided, however, that such
successor Trustee must continue to abide by the terms of Section 6.09.

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

         SECTION 6.13. Limitation on Rights of Trustee as a Creditor.

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

         SECTION 6.14. Authenticating Agents.

         There may be one or more Authenticating Agents appointed by the Trustee
upon the request of the Company with power to act on its behalf and subject to
its direction in the authentication and delivery of Securities of any series
issued upon exchange or transfer thereof as fully to all intents and purposes as
though any such Authenticating Agent had been expressly authorized to
authenticate and deliver Securities of such series; provided, however, that the
Trustee shall have no liability to the Company for any acts or omissions of the
Authenticating Agent with respect to the authentication and delivery of
Securities of any series. Any such Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States or
of any state or territory thereof or of the District of Columbia authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of at least $5,000,000 and being subject to supervision or examination
by federal, state, territorial or District of Columbia authority. If such
corporation publishes reports of condition at least annually pursuant to law or
the requirements of such authority, then for the purposes of this Section 6.14
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect herein specified in this Section.

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


                                      -39-
<PAGE>


or conversion to which any Authenticating Agent shall be a party, or any
corporation succeeding to the corporate trust business of any Authenticating
Agent, shall be the successor of such Authenticating Agent hereunder, if such
successor corporation is otherwise eligible under this Section 6.14 without the
execution or filing of any paper or any further act on the part of the parties
hereto or such Authenticating Agent.

         Any Authenticating Agent may at any time resign with respect to one or
more or all series of Securities by giving written notice of resignation to the
Trustee and to the Company. The Trustee may at any time terminate the agency of
any Authenticating Agent with respect to one or more or all series of Securities
by giving written notice of termination to such Authenticating Agent and to the
Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time any Authenticating Agent shall cease to be eligible under
this Section 6.14, the Trustee may, and upon the request of the Company shall,
promptly appoint a successor Authenticating Agent with respect to the applicable
series eligible under this Section 6.14, shall give written notice of such
appointment to the Company and shall mail notice of such appointment to all
holders of the applicable series of Securities as the names and addresses of
such holders appear on the Security Register. Any successor Authenticating Agent
with respect to all or any series upon acceptance of its appointment hereunder
shall become vested with all rights, powers, duties and responsibilities with
respect to such series of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein.

         The Company agrees to pay to any Authenticating Agent from time to time
reasonable compensation for its services. Any Authenticating Agent shall have no
responsibility or liability for any action taken by it as such in accordance
with the directions of the Trustee.

         If an appointment is made pursuant to this Section, the Securities may
have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative certificate of authentication in the following
form:

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



                                         [                     ],
                                          ---------------------
                                         as Trustee
                                         By:
                                            ------------------------------------
                                            As Authenticating Agent


                                         By:
                                            ------------------------------------
                                            Authorized Officer


                                      -40-
<PAGE>


                                  ARTICLE SEVEN
                         CONCERNING THE SECURITYHOLDERS

         SECTION 7.01. Action by Securityholders.

         Whenever in this Indenture it is provided that the holders of a
specified percentage in aggregate principal amount of the Securities of any or
all series may take any action (including the making of any demand or request,
the giving of any notice, consent or waiver or the taking of any other action)
the fact that at the time of taking any such action the holders of such
specified percentage have joined therein may be evidenced (a) by any instrument
or any number of instruments of similar tenor executed by such Securityholders
in person or by agent or proxy appointed in writing, or (b) by the record of
such holders of Securities voting in favor thereof at any meeting of such
Securityholders duly called and held in accordance with the provisions of
Article Eight, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of such Securityholders.

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

         SECTION 7.02. Proof of Execution by Securityholders.

         Subject to the provisions of Section 6.01, 6.02 and 8.05, proof of the
execution of any instrument by a Securityholder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee. The ownership of Securities shall be proved by the Security
Register or by a certificate of the Security registrar. The Trustee may require
such additional proof of any matter referred to in this Section as it shall deem
necessary.

         The record of any Securityholders' meeting shall be proved in the
manner provided in Section 8.06.


                                      -41-
<PAGE>


         SECTION 7.03. Who Are Deemed Absolute Owners.

         Prior to due presentment for registration of transfer of any Security,
the Company, the Trustee, any Authenticating Agent, any paying agent, any
transfer agent and any Security registrar may deem the Person in whose name such
Security shall be registered upon the Security Register (including a Depositary
in the case of a Global Security) to be, and may treat such person as, the
absolute owner of such Security (whether or not such Security shall be overdue)
for the purpose of receiving payment of or on account of the principal of,
premium, if any, and interest on such Security and for all other purposes; and
neither the Company nor the Trustee nor any Authenticating Agent nor any paying
agent nor any transfer agent nor any Security registrar shall be affected by any
notice to the contrary. All such payments so made to any holder for the time
being or upon his order shall be valid, and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge the liability for moneys payable upon
any such Security.

         SECTION 7.04. Securities Owned by Company Deemed Not Outstanding.

         In determining whether the holders of the requisite aggregate principal
amount of Securities have concurred in any direction, consent or waiver under
this Indenture, Securities which are owned by the Company or any other obligor
on the Securities or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
other obligor on the Securities shall be disregarded and deemed not to be
outstanding for the purpose of any such determination; provided, however, that
for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, consent or waiver, only Securities which a
Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as outstanding for the purposes of this Section 7.04 if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right to vote
such Securities and that the pledgee is not the Company or any such other
obligor or person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any such other obligor. In
the case of a dispute as to such right, any decision by the Trustee taken upon
the advice of counsel shall be full protection to the Trustee.

         SECTION 7.05. Revocation of Consents; Future Holders Bound.

         At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 7.01, of the taking of any action by the holders of the
percentage in aggregate principal amount of Securities specified in this
Indenture in connection with such action, any holder of a Security (or any
Security issued in whole or in part in exchange or substitution therefor) the
serial number of which is shown by the evidence to be included in the Securities
the holders of which have consented to such action may, by filing written notice
with the Trustee at its principal office or the Designated Office of the Trustee
and upon proof of holding as provided in Section 7.02, revoke such action so far
as concerns such Security (or so far as concerns the principal amount
represented by any exchanged or substituted Security). Except as aforesaid any
such action taken by the holder of any Security shall be conclusive and binding
upon such holder and upon all future holders and owners of such Security, and of
any Security issued in exchange or


                                      -42-
<PAGE>


substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Security or any Security issued in exchange or
substitution therefor.

                                  ARTICLE EIGHT
                            SECURITYHOLDERS' MEETINGS

         SECTION 8.01. Purposes of Meetings. A meeting of Securityholders of any
or all series may be called at any time and from time to time pursuant to the
provisions of this Article Eight for any of the following purposes:

            (a) to give any notice to the Company or to the Trustee, or to give
any directions to the Trustee, or to consent to the waiving of any default
hereunder and its consequences, or to take any other action authorized to be
taken by Securityholders pursuant to any of the provisions of Article Five;

            (b) to remove the Trustee and nominate a successor trustee pursuant
to the provisions of Article Six;

            (c) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 9.02; or

            (d) to take any other action authorized to be taken by or on behalf
of the holders of any specified aggregate principal amount of such Securities
under any other provision of this Indenture or under applicable law.

         SECTION 8.02. Call of Meetings by Trustee.

         The Trustee may at any time call a meeting of Securityholders of any or
all series to take any action specified in Section 8.01, to be held at such time
and at such place in New York, New York, or Detroit, Michigan, as the Trustee
shall determine. Notice of every meeting of the Securityholders of any or all
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be mailed to
holders of Securities of each series affected at their addresses as they shall
appear on the Securities register of each series affected. Such notice shall be
mailed not less than 20 nor more than 180 days prior to the date fixed for the
meeting.

         SECTION 8.03. Call of Meetings by Company or Securityholders.

         In case at any time the Company pursuant to a resolution of the Board
of Directors, or the holders of at least 10% in aggregate principal amount of
the Securities of any or all series, as the case may be, then outstanding, shall
have requested the Trustee to call a meeting of Securityholders of any or all
series, as the case may be, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have mailed the notice of such meeting within 20 days after receipt of such
request, then the Company or such Securityholders may determine the time and the
place in New York, New York, or Detroit, Michigan, for such meeting and may call
such meeting to take any action authorized in Section 8.01, by mailing notice
thereof as provided in Section 8.02.


                                      -43-
<PAGE>


         SECTION 8.04. Qualifications for Voting.

         To be entitled to vote at any meeting of Securityholders a person shall
(a) be a holder of one or more Securities with respect to which the meeting is
being held or (b) a person appointed by an instrument in writing as proxy by a
holder of one or more such Securities. The only persons who shall be entitled to
be present or to speak at any meeting of Securityholders shall be the persons
entitled to vote at such meeting and their counsel and any representatives of
the Trustee and its counsel and any representatives of the Company and its
counsel.

         SECTION 8.05. Regulations.

         Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Securities and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Securityholders as provided in Section 8.03, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.

         Subject to the provisions of Section 7.04 and unless otherwise provided
in an indenture supplemental hereto, at any meeting each holder of Securities
with respect to which such meeting is being held or proxy therefor shall be
entitled to one vote for each $35 principal amount (in the case of Original
Issue Discount Securities, such principal amount to be determined as provided in
the definition "outstanding") of Securities held or represented by such holder;
provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not outstanding and ruled by the chairman
of the meeting to be not outstanding. The chairman of the meeting shall have no
right to vote other than by virtue of Securities held by him or instruments in
writing as aforesaid duly designating him as the person to vote on behalf of
other Securityholders. Any meeting of Securityholders duly called pursuant to
the provisions of Section 8.02 or 8.03 may be adjourned from time to time by a
majority of those present, whether or not constituting a quorum, and the meeting
may be held as so adjourned without further notice.

         SECTION 8.06. Voting.

         The vote upon any resolution submitted to any meeting of holders of
Securities with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed the signatures of such holders or of their
representatives by proxy and the serial number or numbers of the Securities held
or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in triplicate of all votes cast at the meeting. A
record in duplicate of the


                                      -44-
<PAGE>


proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that the notice was mailed as
provided in Section 8.02. The record shall show the serial numbers of the
Securities voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.

         Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

         SECTION 9.01. Supplemental Indentures without Consent of
Securityholders.

         The Company and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect), without the consent of
the Securityholders, for one or more of the following purposes:

            (a) to evidence the succession of another corporation to the
Company, or successive successions, and the assumption by the successor
corporation of the covenants, agreements and obligations of the Company pursuant
to Article Ten hereof;

            (b) to add to the covenants of the Company such further covenants,
restrictions or conditions for the protection of the holders of all or any
series of Securities (and, if such covenants are to be for the benefit of less
than all series of Securities, stating that such covenants are expressly being
included for the benefit of such series) as the Company and the Trustee shall
consider to be for the protection of the holders of such Securities, and to make
the occurrence, or the occurrence and continuance, of a default in any of such
additional covenants, restrictions or conditions a default or an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided, however, that in
respect of any such additional covenant, restriction or condition such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default; and provided,
further, that until such time as all Senior Indebtedness shall have been paid in
full in cash and the Bank One Credit Agreement, all commitments to lend or
otherwise extend credit under the Bank One Credit Agreement and any and all
letters of credit issued pursuant thereto shall have expired or been irrevocably
terminated, neither the Trustee nor the holders of Securities shall have the
right to accelerate the maturity of the Securities as a result of any such
additional default or Event of Default;


                                      -45-
<PAGE>


            (c) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under this Indenture; provided that any such action shall not materially
adversely affect the interests of the holders of the Securities;

            (d) to qualify, or maintain the qualification of, this Indenture
under the Trust Indenture Act;

            (e) to evidence and provide for the acceptance of appointment
hereunder by a successor trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, pursuant to the requirements of Section
6.11;

            (f) to make provision for transfer procedures, certification,
book-entry provisions, the form of restricted securities legends, if any, to be
placed on Securities and all other matters necessary, desirable or appropriate
in connection with the issuance of Securities;

            (g) to make any change that does not adversely affect the rights of
any Securityholder; or

            (h) pursuant to Section 2.03, to provide for the issuance of and
establish the form and terms and conditions of additional series of Securities.

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

         Any supplemental indenture authorized by the provisions of this Section
9.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 9.02.

         SECTION 9.02. Supplemental Indentures with Consent of Securityholders.

         With the consent (evidenced as provided in Section 7.01) of the holders
of not less than a majority in aggregate principal amount of each series of the
Securities at the time outstanding affected by such supplemental indenture, the
Company and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act then in effect) for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Securities of such series; provided, however,
that no such supplemental indenture shall without the consent of all the holders
of the Securities of each series then outstanding and affected


                                      -46-
<PAGE>


thereby (i) change the fixed maturity of any Security of such series, or reduce
the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof or any premium thereon, or reduce any amount payable on
redemption or prepayment thereof or change any date on which the Securities of
such series may be prepaid or make the principal thereof or any interest or
premium thereon payable in any coin or currency other than that provided in the
Securities, or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon an acceleration of the maturity
thereof pursuant to Section 5.01 or the amount thereof provable in bankruptcy
pursuant to Section 5.02, or impair or affect the right of any Securityholder to
institute suit for payment thereof or the right of repayment, if any, at the
option of the holder, or modify Section 13.13, without the consent of the holder
of each Security so affected, or (ii) reduce the aforesaid percentage of
Securities of such series the holders of which are required to consent to any
such supplemental indenture, without the consent of the holders of each Security
then affected.

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

         Upon the request of the Company accompanied by a copy of a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Securityholders
as aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture. The Trustee shall be entitled to receive an
Opinion of Counsel as conclusive evidence and full protection that any
supplemental indenture executed pursuant to this Article is authorized or
permitted by, and conforms to, the terms of this Article and that it is proper
for the Trustee under the provisions of this Article to join in the execution
thereof.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 9.02, the
Trustee shall transmit by mail, first class postage prepaid, a notice, prepared
by the Company, setting forth in general terms the substance of such
supplemental indenture, to the Securityholders of all series affected thereby as
their names and addresses appear upon the Security Register. Any failure of the
Trustee to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

         It shall not be necessary for the consent of the Securityholders under
this Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.


                                      -47-
<PAGE>


         SECTION 9.03. Compliance with Trust Indenture Act; Effect of
                       Supplemental Indentures.

         Any supplemental indenture executed pursuant to the provisions of this
Article Nine shall comply with the Trust Indenture Act, as then in effect. Upon
the execution of any supplemental indenture pursuant to the provisions of this
Article Nine, this Indenture shall be and be deemed to be modified and amended
in accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Securities of each series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

         SECTION 9.04. Notation on Securities.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture affecting such series pursuant to the
provisions of this Article Nine may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee or the Authenticating Agent and delivered in
exchange for the Securities of any series then outstanding.

         SECTION 9.05. Evidence of Compliance of Supplemental Indenture to be
                       Furnished Trustee.

         The Trustee, subject to the provisions of Sections 6.01 and 6.02, shall
be entitled to receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence and full protection that any supplemental indenture executed
pursuant hereto complies with the requirements of this Article Nine.

                                   ARTICLE TEN
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

         SECTION 10.01. Company May Consolidate, etc., on Certain Terms.

         The Company shall not consolidate with or merge into any other Person
or transfer or lease its properties and assets as an entirety or substantially
as an entirety to any Person, and the Company shall not permit any other Person
to consolidate with or merge into the Company, or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to the
Company unless:

            (a) either the Company shall be the continuing corporation, or the
corporation (if other than the Company) formed by such consolidation or into
which the Company is merged or to which the properties and assets of the Company
substantially as an entity are transferred or leased shall be a corporation
organized and existing under the laws of the United States of


                                      -48-
<PAGE>


America or any State thereof or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, all the obligations of the Company
under the Securities and this Indenture; and

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

         SECTION 10.02. Successor Corporation to be Substituted for Company.

         In case of any such consolidation, merger, conveyance or transfer and
upon the assumption by the successor corporation, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the due and punctual payment of the principal of and premium, if any, and
interest on all of the Securities and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Company, such successor corporation shall succeed
to and be substituted for the Company, with the same effect as if it had been
named herein as the party of the first part, and the Company thereupon shall be
relieved of any further liability or obligation hereunder (including any
supplemental indentures) or upon the Securities, except to the extent otherwise
expressly provided. Such successor corporation thereupon may cause to be signed,
and may issue either in its own name or in the name of the Company, any or all
of the Securities issuable hereunder which theretofore shall not have been
signed by the Company and delivered to the Trustee or the Authenticating Agent;
and, upon the order of such successor corporation instead of the Company and
subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee or the Authenticating Agent shall authenticate and
deliver any Securities which previously shall have been signed and delivered by
the officers of the Company to the Trustee or the Authenticating Agent for
authentication, and any Securities which such successor corporation thereafter
shall cause to be signed and delivered to the Trustee or the Authenticating
Agent for that purpose. All the Securities so issued shall in all respects have
the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Indentures had been issued at the date of the execution
hereof.

         SECTION 10.03. Opinion of Counsel to be Given Trustee.

         The Trustee, subject to the provisions of Sections 6.01 and 6.02, shall
be entitled to receive an Opinion of Counsel as conclusive evidence and full
protection that any consolidation, merger, conveyance or transfer, and any
assumption, permitted or required by the terms of this Article Ten complies with
the provisions of this Article Ten.

                                 ARTICLE ELEVEN
                     SATISFACTION AND DISCHARGE OF INDENTURE

         SECTION 11.01. Discharge of Indenture.

         When (a) the Company shall deliver to the Trustee for cancellation all
Securities theretofore authenticated (other than any Securities which shall have
been destroyed, lost or


                                      -49-
<PAGE>


stolen and which shall have been replaced or paid as provided in Section 2.08)
and not theretofore canceled, or (b) all the Securities not theretofore canceled
or delivered to the Trustee for cancellation shall have become due and payable,
or are by their terms to become due and payable within one year or are to be
called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption, and the Company shall deposit
with the Trustee, in trust, funds sufficient to pay at maturity or upon
redemption all of the Securities (other than any Securities which shall have
been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.08) not theretofore canceled or delivered to the Trustee
for cancellation, including principal and premium, if any, and interest due or
to become due to such date of maturity or redemption date, as the case may be,
but excluding, however, the amount of any moneys for the payment of principal
of, and premium, if any, or interest on the Securities (1) theretofore repaid to
the Company in accordance with the provisions of Section 11.04, or (2) paid to
any state or to the District of Columbia pursuant to its unclaimed property or
similar laws, and if in either case the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company, then this Indenture shall
cease to be of further effect except that the provisions of Sections 2.05, 2.07,
2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof shall survive until such
Securities shall mature and be paid. Thereafter, Sections 6.10 and 11.04 shall
survive, and the Trustee, on demand of the Company accompanied by any Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the
Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture; the Company, however, hereby agreeing to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred by the Trustee in connection with this Indenture or the Securities.

         SECTION 11.02. Deposited Moneys and U.S. Government Obligations to be
                        Held in Trust by Trustee.

         Subject to the provisions of Section 11.04 and Article Fifteen, all
moneys and U.S. Government Obligations deposited with the Trustee pursuant to
Sections 11.01 or 11.05 shall be held in trust and applied by it to the payment,
either directly or through any paying agent (including the Company if acting as
its own paying agent), to the holders of the particular Securities for the
payment of which such moneys or U.S. Government Obligations have been deposited
with the Trustee, of all sums due and to become due thereon for principal,
premium, if any, and interest.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 11.05 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the holders of outstanding Securities.

         SECTION 11.03. Paying Agent to Repay Moneys Held.

         Upon the satisfaction and discharge of this Indenture all moneys then
held by any paying agent of the Securities (other than the Trustee) shall, upon
demand of the Company, be repaid to it or paid to the Trustee, and thereupon
such paying agent shall be released from all further liability with respect to
such moneys.


                                      -50-
<PAGE>


         SECTION 11.04. Return of Unclaimed Moneys.

         Any moneys deposited with or paid to the Trustee or any paying agent
for payment of the principal of, and premium, if any, or interest on Securities
and not applied but remaining unclaimed by the holders of Securities for two
years after the date upon which the principal of, and premium, if any, or
interest on such Securities, as the case may be, shall have become due and
payable, shall be repaid to the Company by the Trustee or such paying agent on
written demand; and the holder of any of the Securities shall thereafter look
only to the Company for any payment which such holder may be entitled to collect
and all liability of the Trustee or such paying agent with respect to such
moneys shall thereupon cease.

         SECTION 11.05. Defeasance Upon Deposit of Moneys or U.S. Government
                        Obligations.

         The Company shall be deemed to have been Discharged (as defined below)
from its respective obligations with respect to any series of Securities on the
91st day after the applicable conditions set forth below have been satisfied
(and remained so satisfied at all times during such period) with respect to any
series of Securities:

                  (1)      The Company shall have deposited or caused to be
                           deposited irrevocably with the Trustee or the
                           Defeasance Agent (as defined below) as trust funds in
                           trust, specifically pledged as security for, and
                           dedicated solely to, the benefit of the holders of
                           the Securities of such series (i) money in an amount,
                           or (ii) U.S. Government Obligations which through the
                           payment of interest and principal in respect thereof
                           in accordance with their terms will provide, not
                           later than one day before the due date of any
                           payment, money in an amount, or (iii) a combination
                           of (i) and (ii), sufficient, in the opinion (with
                           respect to (ii) and (iii)) of a nationally recognized
                           firm of independent public accountants expressed in a
                           written certification thereof delivered to the
                           Trustee and the Defeasance Agent, if any, to pay and
                           discharge each installment of principal (including
                           any mandatory sinking fund payments) of, and interest
                           and premium, if any, on, the outstanding Securities
                           of such series on the dates such installments of
                           principal, interest or premium are due;

                  (2)      if the Securities of such series are then listed on
                           any national securities exchange, the Company shall
                           have delivered to the Trustee and the Defeasance
                           Agent, if any, an Opinion of Counsel to the effect
                           that the exercise of the option under this Section
                           11.05 would not cause such Securities to be delisted
                           from such exchange;

                  (3)      no Event of Default or event which with notice or
                           lapse of time would become an Event of Default with
                           respect to the Securities of such series shall have
                           occurred and be continuing on the date of such
                           deposit; and

                  (4)      the Company shall have delivered to the Trustee and
                           the Defeasance Agent, if any, an Opinion of Counsel
                           to the effect that holders of the


                                      -51-
<PAGE>


                           Securities of such series will not recognize income,
                           gain or loss for United States federal income tax
                           purposes as a result of the exercise of the option
                           under this Section 11.05 and will be subject to
                           United States federal income tax on the same amount
                           and in the same manner and at the same times as would
                           have been the case if such option had not been
                           exercised, and, in the case of the Securities of such
                           series being Discharged, such opinion shall be
                           accompanied by a private letter ruling to that effect
                           received from the United States Internal Revenue
                           Service or a revenue ruling pertaining to a
                           comparable form of transaction to that effect
                           published by the United States Internal Revenue
                           Service.

         "DISCHARGED" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities of such series and to have satisfied all the obligations under this
Indenture relating to the Securities of such series (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of holders of Securities of such series to receive,
from the trust fund described in clause (1) above, payment of the principal of
and the interest and premium, if any, on such Securities when such payments are
due; (B) the Company's obligations with respect to such Securities under
Sections 2.07, 2.08, 5.02 and 11.04; and (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder.

         "DEFEASANCE AGENT" means another financial institution which is
eligible to act as Trustee hereunder and which assumes all of the obligations of
the Trustee necessary to enable the Trustee to act hereunder. In the event such
a Defeasance Agent is appointed pursuant to this section, the following
conditions shall apply:

                  (1)      The Trustee shall have approval rights over the
                           document appointing such Defeasance Agent and the
                           document setting forth such Defeasance Agent's rights
                           and responsibilities;

                  (2)      The Defeasance Agent shall provide verification to
                           the Trustee acknowledging receipt of sufficient money
                           and/or U. S. Government Obligations to meet the
                           applicable conditions set forth in this Section
                           11.05; and

                  (3)      The Trustee shall determine whether the Company shall
                           be deemed to have been Discharged from its respective
                           obligations with respect to any series of Securities.

                                 ARTICLE TWELVE
                     IMMUNITY OF INCORPORATORS, STOCKHOLDERS
                             OFFICERS AND DIRECTORS

         SECTION 12.01. Indenture and Securities Solely Corporate Obligations.

         No recourse for the payment of the principal of or premium, if any, or
interest on any Security, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or


                                      -52-
<PAGE>


upon any obligation, covenant or agreement of the Company in this Indenture or
in any supplemental indenture, or in any Security, or because of the creation of
any indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation of the Company, either directly or
through the Company or any successor corporation of the Company, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture or any supplemental indenture
and the issue of the Securities.

                                ARTICLE THIRTEEN
                            MISCELLANEOUS PROVISIONS

         SECTION 13.01. Successors.

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

         SECTION 13.02. Official Acts by Successor Corporation.

         Any act or proceeding by any provision of this Indenture or any
supplemental indenture authorized or required to be done or performed by any
board, committee or officer of the Company shall and may be done and performed
with like force and effect by the like board, committee or officer of any
corporation that shall at the time be the lawful sole successor of the Company.

         SECTION 13.03. Surrender of Company Powers.

         The Company by instrument in writing executed by appropriate authority
of its Board of Directors and delivered to the Trustee may surrender any of the
powers reserved to the Company, and thereupon such power so surrendered shall
terminate both as to the Company, as the case may be, and as to any successor
corporation.

         SECTION 13.04. Addresses for Notices, etc.

         Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of
Securities on the Company may be given or served by being deposited postage
prepaid by registered or certified mail in a post office letter box addressed
(until another address is filed by the Company with the Trustee for the purpose)
to the Company, Childtime Learning Centers, Inc., 21333 Haggerty Road, Suite
300, Novi, Michigan 48375, Attention: Chief Executive Officer. Any notice,
direction, request or demand by any Securityholder to or upon the Trustee shall
be deemed to have been sufficiently given or made, for all purposes, if given or
made in writing (including via facsimile, receipt confirmed) at the office of
the Trustee, addressed to the Trustee, U.S. Bank National Association, 535
Griswold, Suite 550, Detroit, Michigan 48226 Attention: James Kowalski or to
such other address as the Trustee may notify the Company pursuant to this
Section 13.04.


                                      -53-
<PAGE>


         SECTION 13.05. Governing Law.

         This Indenture and each Security shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be governed
by and construed in accordance with the laws of said State, without regard to
conflicts of laws principles thereof (including Section 5-1401 of the New York
General Obligations Law, or any successor statute).

         SECTION 13.06. Evidence of Compliance with Conditions Precedent.

         Upon any application or demand by the Company to the Trustee to take
any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that in the opinion of
the signers all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

         Each certificate or opinion of the Company provided for in this
Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this Indenture shall include (1) a
statement that the person 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 person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (4) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

         SECTION 13.07. Legal Holidays.

         In any case where the date of payment of interest on or principal of
the Securities will be in New York, New York, or Detroit, Michigan, a legal
holiday or a day on which banking institutions are authorized by law to close,
the payment of such interest on or principal of the Securities need not be made
on such date but may be made on the next succeeding Business Day, with the same
force and effect as if made on the date of payment and no interest shall accrue
for the period from and after such date.

         SECTION 13.08. Trust Indenture Act to Control.

         If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture which
is required to be included in this Indenture by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act, such required provision shall control
from and after the date on which this Indenture is qualified under the Trust
Indenture Act.


                                      -54-
<PAGE>


         SECTION 13.09. Table of Contents, Headings, etc.

         The table of contents and the titles and headings of the articles and
sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part hereof, and shall in no way modify or restrict
any of the terms or provisions hereof.

         SECTION 13.10. Execution in Counterparts.

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

         SECTION 13.11. Severability.

         In case any one or more of the provisions contained in this Indenture,
any supplemental indenture or in the Securities of any series shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Indenture, such supplemental indenture or of such Securities, but this
Indenture, such supplemental indenture and/or such Securities shall be construed
as if such invalid or illegal or unenforceable provision had never been
contained herein or therein.

         SECTION 13.12. Successors and Assigns of Company.

         The Indenture is binding upon and inures to the benefit of the parties
thereto, the holders of Securities and their respective successors and assigns.
The Company may not assign or otherwise convey its obligations or duties
hereunder without the consent of the holders of a majority in aggregate
principal amount of Securities outstanding.

         SECTION 13.13. Acknowledgment of Rights.

         The Company acknowledges that, if an Event of Default has occurred and
is continuing and such event is attributable to the failure of the Company to
pay interest or principal on the applicable series of Securities on the date
such interest or principal is otherwise payable (or in the case of redemption,
on the redemption date), a holder of Securities may directly institute a
proceeding for enforcement of payment to such holder of the principal of or
interest on the applicable series of Securities having a principal amount equal
to the aggregate liquidation amount of the Securities of such holder on or after
the respective due date specified in the applicable series of Securities.

                                ARTICLE FOURTEEN
                            REDEMPTION OF SECURITIES

         SECTION 14.01. Applicability of Article.

         The provisions of this Article shall be applicable to the Securities of
any series which are redeemable or prepayable before their stated maturity
except as otherwise specified and/or contemplated by the terms of the Securities
of such series. All references to redemption in this Article Fourteen shall
apply equally to a prepayment of Securities.


                                      -55-
<PAGE>


         SECTION 14.02. Notice of Redemption; Selection of Securities.

         In case the Company shall desire to exercise the right to redeem all,
or, as the case may be, any part of the Securities of any series in accordance
with their terms, it shall fix a date for redemption and shall mail a notice of
such redemption at least 15 and not more than 60 days prior to the date fixed
for redemption to the holders of Securities of such series so to be redeemed as
a whole or in part at their last addresses as the same appear on the Security
Register. Such mailing shall be by first class mail. The notice if mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the holder receives such notice. In any case, failure to give
such notice by mail or any defect in the notice to the holder of any Security of
a series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security of such
series.

         Each such notice of redemption shall specify the CUSIP number of the
Securities to be redeemed, the date fixed for redemption, the redemption price
at which Securities of such series are to be redeemed, the place or places of
payment, that payment will be made upon presentation and surrender of such
Securities, that interest accrued to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date interest thereon or
on the portions thereof to be redeemed will cease to accrue. If less than all
the Securities of such series are to be redeemed the notice of redemption shall
specify the numbers of the Securities of that series to be redeemed. In case any
Security of a series is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the date fixed for redemption, upon surrender of such
Security, a new Security or Securities of that series in principal amount equal
to the unredeemed portion thereof will be issued. Notwithstanding the foregoing,
such notice shall not be required to state the redemption price where such price
may not otherwise be determined at the time of the giving of such notice in
accordance with the terms of the applicable supplemental indenture or Officers'
Certificate providing for the issuance of the series of Securities to be
redeemed, in which event a second notice shall be provided stating such
redemption price at the earliest practicable time following its determination.

         Prior to the redemption date specified in the notice of redemption
given as provided in this Section, the Company will deposit with the Trustee or
with one or more paying agents an amount of money sufficient to redeem on the
redemption date all the Securities so called for redemption at the appropriate
redemption price, together with accrued interest to the date fixed for
redemption.

         If all, or less than all, the Securities of a series are to be
redeemed, the Company will give the Trustee notice not less than 45 nor more
than 60 days, prior to the redemption date as to the aggregate principal amount
of Securities of that series to be redeemed. In the event that fewer than all
the outstanding Securities of such series are to be redeemed, the Securities to
be redeemed shall be redeemed by lot or such other method (which may be pro
rata) as the Trustee shall deem fair and reasonable from each Holder of
Securities of such series, it being understood that, in respect of Securities
registered in the name of and held of record by the Depositary or its nominee
(or any successor Depositary or its nominee) or any nominee, the distribution of
the


                                      -56-
<PAGE>


proceeds of such redemption will be made to the Depositary and disbursed by such
Depositary in accordance with the procedures applied by such agency or nominee.

         SECTION 14.03. Payment of Securities Called for Redemption.

         If notice of redemption has been given as provided in Section 14.02,
the Securities or portions of Securities of the series with respect to which
such notice has been given shall become due and payable on the date and at the
place or places stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and on and
after said date (unless the Company shall default in the payment of such
Securities at the redemption price, together with interest accrued to said date)
interest on the Securities or portions of Securities of any series so called for
redemption shall cease to accrue. On presentation and surrender of such
Securities at a place of payment specified in said notice, the said Securities
or the specified portions thereof shall be paid and redeemed by the Company at
the applicable redemption price, together with interest accrued thereon to the
date fixed for redemption.

         Upon presentation of any Security of any series redeemed in part only,
the Company shall execute and the Trustee shall authenticate and make available
for delivery to the holder thereof, at the expense of the Company, a new
Security or Securities of such series of authorized denominations, in principal
amount equal to the unredeemed portion of the Security so presented.

                                ARTICLE FIFTEEN
                           SUBORDINATION OF SECURITIES

         SECTION 15.01. Agreement to Subordinate.

         The Company covenants and agrees, and each holder of any Security, by
its acceptance thereof, likewise covenants and agrees, for the benefit of the
holders, from time to time, of Senior Indebtedness that, to the extent and in
the manner set forth in this Article Fifteen and the other provisions of this
Indenture, the Subordinated Indebtedness is hereby expressly made subordinate
and subject in right of payment as provided herein to the prior payment in full
in cash of all Senior Indebtedness.

         No provision of this Article Fifteen shall prevent the occurrence of
any default or Event of Default hereunder.

         SECTION 15.02. Default on Senior Indebtedness.

            (a) Unless Section 15.04 shall be applicable, upon (1) the
occurrence of a Senior Indebtedness Payment Default and (2) receipt by the
Trustee of written notice of such occurrence, then no payment or distribution of
any assets of the Company or any of its Subsidiaries of any kind or character,
whether in cash, property or securities, directly or indirectly, by set-off or
otherwise, shall be made by the Company or any of its Subsidiaries on account of
the Subordinated Indebtedness or on account of the purchase or redemption or
other acquisition of any Subordinated Indebtedness unless and until such Senior
Indebtedness Payment


                                      -57-
<PAGE>


Default shall have been cured or waived in writing or shall have ceased to exist
or such Senior Indebtedness shall have been discharged, after which the Company
may resume making any and all required payments in respect of the Securities,
other than any missed payments.

            (b) Unless Section 15.04 shall be applicable, upon (1) the
occurrence of a Senior Indebtedness Non-Payment Default and (2) receipt by the
Company or the Trustee from the representative of holders of the Senior
Indebtedness of written notice of such occurrence, then no payment or
distribution of any assets of the Company or any of its Subsidiaries of any kind
or character, whether in cash, property or securities, directly or indirectly,
by set-off or otherwise, shall be made by the Company or any of its Subsidiaries
on account of any Subordinated Indebtedness or on account of the purchase or
redemption or other acquisition of any Subordinated Indebtedness for a period
("Payment Blockage Period") commencing on the earlier of the date of receipt by
the Company or the date of receipt by the Trustee of such notice from such
representative unless and until (subject to any blockage of payments that may
then be in effect under paragraph (a) of this Section) (x) more than 180 days
shall have elapsed since receipt of such written notice by the Company or the
Trustee, whichever was earlier, (y) such Senior Indebtedness Non-Payment Default
shall have been cured or waived in writing or shall have ceased to exist or the
Senior Indebtedness shall have been discharged or (z) such Payment Blockage
Period shall have been terminated by written notice to the Company or the
Trustee from such representative initiating such Payment Blockage Period, after
which, in the case of clause (x), (y) or (z), the Company may resume making any
and all required payments in respect of any Securities, including any missed
payments; provided, however, that no such missed payments may be made unless
contemporaneously therewith the Company shall have delivered to Bank One a
certificate of the chief financial officer of the Company to the effect that (i)
no Senior Indebtedness Payment Default or Senior Indebtedness Non-Payment
Default has occurred and is continuing or will have occurred and be continuing
after making such missed payments and (ii) Childtime Childcare and the Company
will be in pro forma compliance with all financial covenants under the Bank One
Credit Agreement after giving effect to such missed payments, together with all
calculations reasonably necessary to demonstrate such compliance, certified as
true and complete by the chief financial officer. Notwithstanding any other
provision of this Indenture, there must be at least 180 consecutive days after
the end of any Payment Blockage Period before a new Payment Blockage Period may
be initiated under this Section 15.02(b). Nothing contained in this Section
15.02(b) shall prohibit, limit, impair or otherwise affect the ability of the
holders of the Senior Indebtedness to indefinitely block payments and enforce
other rights at any time under Section 15.02(a) upon the occurrence of a Senior
Indebtedness Payment Default.

            (c) In the event that, notwithstanding the foregoing, the Company
shall make any payment to the Trustee or the holder of any Security prohibited
by the foregoing provisions of this Section, then and in such event such payment
shall be received and held in trust for the benefit of the holders of Senior
Indebtedness and paid over and delivered forthwith to the Company.

            (d) During the occurrence and continuance of any Senior Indebtedness
Payment Default or the continuance of any Payment Blockage Period, and except as
otherwise provided in Section 5.01, the holders of the Securities will not
accelerate or take any action to


                                      -58-
<PAGE>


enforce any obligation of any kind with respect to any Subordinated Indebtedness
and will not commence, or join with any other creditor or creditors of the
Company or any of its Subsidiaries in commencing, (i) any action at law, any
suit or proceedings in equity, any arbitration proceedings or other proceedings
of a litigation nature against the Company or any of its Subsidiaries or assets,
or any holders of any of the Senior Indebtedness, in each case which seeks to
enforce payment or other obligations with respect to the Securities or seeks to
prevent the holders of the Senior Indebtedness from enforcing any of their
rights or remedies or (ii) any bankruptcy, reorganization or insolvency
proceedings against the Company or any of its Subsidiaries.

            (e) In the event of the acceleration of the maturity of the
Securities, no payment shall be made by the Company, whether in cash, property
or securities, with respect to principal of, or premium, if any, or interest on
the Securities until all Senior Indebtedness is repaid in full and satisfied in
cash and the Bank One Credit Agreement, all commitments to lend or otherwise
extend credit under the Bank One Credit Agreement and any and all letters of
credit issued pursuant thereto shall have expired or been irrevocably
terminated, all in accordance with the terms of the Bank One Credit Agreement.

         SECTION 15.03. No Default on Senior Indebtedness.

         Subject to Section 15.02, prior to the applicable Maturity Date, the
Company shall not make any payment, whether in cash, property or securities,
with respect to the principal (including redemption payments) of, or premium (if
any) on, the Securities until such time as the Senior Indebtedness shall have
been repaid in full and satisfied in cash and the Bank One Credit Agreement, all
commitments to lend or otherwise extend credit under the Bank One Credit
Agreement and any and all letters of credit issued pursuant thereto shall have
expired or been irrevocably terminated, all in accordance with the terms of the
Bank One Credit Agreement.

         SECTION 15.04. Liquidation; Dissolution; Bankruptcy.

         In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company, any of its
Subsidiaries or any of their assets, or (b) any liquidation, dissolution or
other winding up of the Company, any of its Subsidiaries or any of their assets,
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy, or (c) any assignment for the benefit of creditors or any other
marshalling of assets or liabilities of the Company or any of its Subsidiaries,
then and in any such event:

            (a) the holders of Senior Indebtedness shall be entitled to receive
payment in full in cash of all amounts due on or in respect of all Senior
Indebtedness, or provision shall be made for such payment, before the holders of
any Securities are entitled to receive any payment or distribution of any kind
or character (other than any payment or distribution in the form of equity
securities or subordinated securities of the Company or any successor obligor
with respect to the Senior Indebtedness provided for by a plan of reorganization
or readjustment that, in the case of any such subordinated securities, are
subordinated in right of payment to all Senior Indebtedness that may at the time
be outstanding to substantially the same extent as, or to a greater extent than,
the Subordinated Indebtedness is so subordinated as provided in this Article


                                      -59-
<PAGE>


and the other provisions of this Indenture (such equity securities or
subordinated securities hereinafter being "Permitted Junior Securities")); and

            (b) any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities (other than a payment or
distribution in the form of Permitted Junior Securities), directly or
indirectly, by set-off or otherwise, to which the holders of the Securities or
the Trustee would be entitled but for the provisions of this Article shall be
paid by the liquidating trustee or agent or other Person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee
or otherwise, directly to the holders of Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any such Senior Indebtedness
may have been issued, ratably according to the aggregate amounts remaining
unpaid on account of the Senior Indebtedness held or represented by each, to the
extent necessary to make payment in full in cash of all Senior Indebtedness
remaining unpaid, after giving effect to any concurrent payment or distribution
to the holders of such Senior Indebtedness; and

            (c) in the event that, notwithstanding the foregoing provisions of
this Section, the Trustee or any holder of any Securities shall have received
any payment or distribution of assets of the Company or any of its Subsidiaries
of any kind or character, whether in cash, property or securities, in respect of
the Subordinated Indebtedness before all Senior Indebtedness is paid in full or
payment thereof provided for in cash, then and in such event such payment or
distribution (other than a payment or distribution in the form of Permitted
Junior Securities) shall be received and held in trust for the benefit of the
holders of Senior Indebtedness and paid over or delivered forthwith to the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent
or other Person making payment or distribution of assets of the Company or any
of its Subsidiaries for application to the payment of all Senior Indebtedness
remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full
in cash, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Indebtedness; and

            (d) the holders of any Securities hereby irrevocably authorize and
empower (without imposing any obligation on) the holders of the Senior
Indebtedness under the circumstances and to the extent set forth in this Section
15.04, to demand, sue for, collect and receive every such payment and
distribution described herein if any holder of the Securities does not do so in
a timely fashion, to file claims and proofs of claim in any statutory or
non-statutory proceedings, in the name of the holders of the Senior Indebtedness
or in the name of any holder of the Securities or otherwise, as the holders of
the Senior Indebtedness may reasonably deem necessary or advisable for the
enforcement of the subordination provisions of this Section 15.04.

         SECTION 15.05. Subrogation.

         Subject to the discharge in full of all Senior Indebtedness of the
Company, the rights of the Securityholders shall be subrogated to the rights of
the holders of such Senior Indebtedness to receive payments or distributions of
cash, property or securities of the Company, as the case may be, applicable to
such Senior Indebtedness until the principal of (and premium, if any) and
interest on the Securities shall be paid in full; and, for the purposes of such
subrogation, no


                                      -60-
<PAGE>


payments or distributions to the holders of such Senior Indebtedness of any
cash, property or securities to which the Securityholders or the Trustee (except
as otherwise provided in Section 5.03) would be entitled except for the
provisions of this Article Fifteen, and no payment pursuant to the provisions of
this Article Fifteen to or for the benefit of the holders of such Senior
Indebtedness by Securityholders or the Trustee, shall, as between the Company,
its creditors other than holders of Senior Indebtedness of the Company, and the
holders of the Securities, be deemed to be a payment by the Company to or on
account of such Senior Indebtedness. It is understood that the provisions of
this Article Fifteen are and are intended solely for the purposes of defining
the relative rights of the holders of the Securities, on the one hand, and the
holders of such Senior Indebtedness on the other hand.

         Nothing contained in this Article Fifteen or elsewhere in this
Indenture, any supplemental indenture or in the Securities is intended to or
shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness of the Company, and the holders of the Securities, the
obligation of the Company, which is absolute and unconditional, to pay to the
holders of the Securities the principal of (and premium, if any) and interest on
the Securities as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of the
holders of the Securities and creditors of the Company, as the case may be,
other than the holders of Senior Indebtedness of the Company, as the case may
be, nor shall anything, except as expressly provided in this Article Fifteen or
elsewhere in this Indenture, prevent the Trustee or the holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default
under the Indenture, subject to the rights, if any, under this Article Fifteen
of the holders of such Senior Indebtedness in respect of cash, property or
securities of the Company, as the case may be, received upon the exercise of any
such remedy.

         Upon any payment or distribution of assets of the Company referred to
in this Article Fifteen, the Trustee, subject to the provisions of Article Six
of this Indenture, and the Securityholders shall be entitled to conclusively
rely upon any order or decree made by any court of competent jurisdiction in
which such dissolution, winding-up, liquidation or reorganization proceedings
are pending, or a certificate of the receiver, trustee in bankruptcy,
liquidation trustee, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Securityholders, for the purposes of
ascertaining the Persons entitled to participate in such distribution, the
holders of Senior Indebtedness and other indebtedness of the Company, as the
case may be, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
Fifteen.

         SECTION 15.06. Trustee to Effectuate Subordination.

         Each Securityholder by such Securityholder's acceptance thereof
authorizes and directs the Trustee on such Securityholder's behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article Fifteen and appoints the Trustee such Securityholder's
attorney-in-fact for any and all such purposes.

         SECTION 15.07. Notice by the Company.

         The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment of monies to or


                                      -61-
<PAGE>


by the Trustee in respect of the Securities pursuant to the provisions of this
Article Fifteen. Notwithstanding the provisions of this Article Fifteen or any
other provision of this Indenture or any supplemental indenture, the Trustee
shall not be charged with knowledge of the existence of any facts that would
prohibit the making of any payment of monies to or by the Trustee in respect of
the Securities pursuant to the provisions of this Article Fifteen, unless and
until a Responsible Officer of the Trustee shall have received written notice
thereof from the Company or a holder or holders of Senior Indebtedness or from
any trustee therefor; and before the receipt of any such written notice, the
Trustee, subject to the provisions of Article Six of this Indenture, shall be
entitled in all respects to assume that no such facts exist.

         The Trustee, subject to the provisions of Article Six of this
Indenture, shall be entitled to conclusively rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior
Indebtedness of the Company (or a trustee on behalf of such holder), to
establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee on behalf of any such holder or holders. In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of such Senior Indebtedness to
participate in any payment or distribution pursuant to this Article Fifteen, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article Fifteen, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

         SECTION 15.08. Rights of the Trustee; Holders of Senior Indebtedness.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Fifteen in respect of any Senior Indebtedness
at any time held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture or any other document shall deprive
the Trustee of any of its rights as such holder.

         With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Fifteen, and no
implied covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture or any other document against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of such Senior Indebtedness and, subject to the provisions of Article
Six of this Indenture, the Trustee shall not be liable to any holder of such
Senior Indebtedness if it shall pay over or deliver to Securityholders, the
Company or any other Person money or assets to which any holder of such Senior
Indebtedness shall be entitled by virtue of this Article Fifteen or otherwise.

         SECTION 15.09. Subordination May Not Be Impaired.

            (a) No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or any of its Subsidiaries or by any act or failure to act, in good
faith, by any such holder, or by any non-compliance by the Company or


                                      -62-
<PAGE>


any of its Subsidiaries with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

            (b) Without in any way limiting the generality of paragraph (a) of
this Section 15.09, the holders of Senior Indebtedness may, at any time and from
time to time, without the consent of or notice to the Trustee or the holders of
the Securities, without incurring responsibility to the holders of the
Securities and without impairing or releasing the subordination provided in this
Article or the obligations hereunder of the holders of the Securities to the
holders of Senior Indebtedness, do any one or more of the following: (1)
increase the amount of, change the manner, place or terms of payment or extend
the time or payment of, or renew or alter, Senior Indebtedness or any instrument
evidencing the same or any agreement under which Senior Indebtedness is
outstanding; (2) sell, exchange, release, fail to perfect or maintain as
perfected a lien or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Indebtedness; (3) release any Person liable in any
manner for the collection of Senior Indebtedness; (4) waive or exercise or
refrain from exercising any rights against the Company or any other Person; and
(5) take or omit to take any other action with respect to the Senior
Indebtedness which may impair or adversely effect the subordination herein made.

         SECTION 15.10. Miscellaneous.

            (a) For purposes of this Article Fifteen, the words "cash, property
or securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article Fifteen and the
other provisions of this Indenture with respect to the Subordinated Indebtedness
to the payment of all Senior Indebtedness of the Company, as the case may be,
that may at the time be outstanding, provided that (i) such Senior Indebtedness
is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the holders of such
Senior Indebtedness are not, without the consent of such holders, altered by
such reorganization or readjustment. The consolidation of the Company with, or
the merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms and conditions provided for in Article Ten of this Indenture shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the purposes
of Section 15.04 if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions stated
in Article Ten of this Indenture. Nothing in Sections 15.02, 15.03 or 15.04
shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 6.06 of this Indenture.

            (b) For purposes of this Article Fifteen and the other provisions of
this Indenture, the Senior Indebtedness shall not be deemed discharged until
such time as the Senior Indebtedness shall have been repaid in full and
satisfied in cash and the Bank One Credit Agreement, all commitments to lend or
otherwise extend credit under the Bank One Credit Agreement and any and all
letters of credit issued pursuant thereto shall have expired or been irrevocably
terminated, all in accordance with the terms of the Bank One Credit Agreement.


                                      -63-
<PAGE>


            (c) The Trustee hereby accepts the trust in this Indenture declared
and provided, upon the terms and conditions hereinabove set forth.

                            [SIGNATURE PAGE FOLLOWS]


                                      -64-
<PAGE>


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

                                     CHILDTIME LEARNING CENTERS, INC.

                                     By:   /s/ William D. Davis
                                           -------------------------------------
                                           Name:  William D. Davis
                                           Title: President and Chief Executive
                                                  Officer


                                     U.S. BANK NATIONAL ASSOCIATION,
                                          as Trustee

                                     By:   /s/ James Kowalski
                                           -------------------------------------
                                           Name:  James Kowalski
                                           Title: Assistant Vice President



                                      -65-
<PAGE>



STATE OF    Michigan     )
                         )
COUNTY OF   Wayne        )


         On the 16th day of May, 2003, before me personally came William D.
Davis, to me known, who, being by me duly sworn, did depose and say that he is
the President and Chief Executive Officer of Childtime Learning Centers, Inc.,
one of the parties described in and which executed the above instrument; and
that he signed his name thereto by authority of the board of directors of such
corporation.

                                           /s/ Rita K. Torchia
                                       -----------------------------------------
                                       Notary Public
                                         Rita Torchia
                                         Notary Public, Wayne County, Michigan
                                         My Commission Expires March 24, 2005

[NOTARIAL SEAL]


STATE OF    Michigan     )
                         )
COUNTY OF   Wayne        )


         On the 16th day of May, 2003, before me personally came James Kowalski,
to me known, who, being by me duly sworn, did depose and say that he is an
Assistant Vice President of U.S. Bank National Association, one of the parties
described in and which executed the above instrument; and that such execution
was by authority of the board of directors of said corporation.

                                           /s/ Bonnie L. Schneider
                                       -----------------------------------------
                                       Notary Public
                                         My Commission Expires 12/30/03


[NOTARIAL SEAL]


                                      -66-



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>k77325exv99w2.txt
<DESCRIPTION>FIRST SUPPLEMENTAL INDENTURE
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.2

                          FIRST SUPPLEMENTAL INDENTURE

                                     BETWEEN

                        CHILDTIME LEARNING CENTERS, INC.

                                       AND

                         U.S. BANK NATIONAL ASSOCIATION

                            DATED AS OF MAY 16, 2003


                         15% SUBORDINATED NOTES DUE 2008




<PAGE>
                                TABLE OF CONTENTS

                                                                          PAGE


ARTICLE I DEFINITIONS.......................................................2

     SECTION 1.1         Definition of Terms................................2

ARTICLE II GENERAL TERMS AND CONDITIONS OF THE NOTES........................3

     SECTION 2.1         Designation; Principal Amount and Denomination.....3
     SECTION 2.2         Maturity...........................................4
     SECTION 2.3         Form and Payment...................................4
     SECTION 2.4         Interest...........................................4

ARTICLE III REDEMPTION OF THE NOTES.........................................4

     SECTION 3.1         Mandatory Redemption...............................4
     SECTION 3.2         Optional Redemption by Company.....................5
     SECTION 3.3         No Sinking Fund....................................5

ARTICLE IV FORM OF NOTE.....................................................5

     SECTION 4.1         Form of Notes......................................5

ARTICLE V ORIGINAL ISSUE OF NOTES..........................................11

     SECTION 5.1         Original Issue of Notes...........................11

ARTICLE VI MISCELLANEOUS...................................................11

     SECTION 6.1         Ratification of Indenture.........................11
     SECTION 6.2         Trustee Not Responsible for Recitals..............11
     SECTION 6.3         Governing Law.....................................11
     SECTION 6.4         Severability......................................11
     SECTION 6.5         Counterparts......................................12


<PAGE>
                          FIRST SUPPLEMENTAL INDENTURE

                THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 16, 2003 (the
"First Supplemental Indenture"), between CHILDTIME LEARNING CENTERS, INC., a
Michigan corporation (the "Company"), and U.S. BANK NATIONAL ASSOCIATION, a
national banking association, as trustee (the "Trustee") under the Indenture
dated as of May 16, 2003 between the Company and the Trustee (the "Indenture").

                WHEREAS, the Company executed and delivered the Indenture to the
Trustee to provide for the issuance of the Company's unsecured subordinated
notes to be issued from time to time in one or more series as might be
determined by the Company under the Indenture, in an unlimited aggregate
principal amount which may be authenticated and delivered as provided in the
Indenture;

                WHEREAS, pursuant to the terms of the Indenture, the Company
desires to provide for the establishment of a series of its securities to be
known as its 15% Subordinated Notes due 2008 (the "Notes"), the form and
substance of the Notes and the terms, provisions and conditions thereof to be
set forth as provided in the Indenture and this First Supplemental Indenture;

                WHEREAS, pursuant to the terms of the Company's registration
statement on Form S-1 (333-103397) filed with the Securities and Exchange
Commission and declared effective on April 15, 2003, the Company proposes to
offer up to $3,500,000 aggregate principal amount of the Notes for sale to
eligible investors pursuant to a rights offering;

                WHEREAS, the Company has requested that the Trustee execute and
deliver this First Supplemental Indenture, and all requirements necessary to
make this First Supplemental Indenture a valid instrument in accordance with its
terms and to make the Notes, when executed by the Company and authenticated and
delivered by the Trustee, the valid obligations of the Company, have been
performed, and the execution and delivery of this First Supplemental Indenture
have been duly authorized in all respects;

                NOW THEREFORE, in consideration of the purchase and acceptance
of the Notes by the holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Notes and the terms,
provisions and conditions thereof, the Company covenants and agrees with the
Trustee as follows:

                                   ARTICLE I

                                   DEFINITIONS

         SECTION 1.1       Definition of Terms.

                  Unless the context otherwise requires:

                  (a) a term defined in the Indenture has the same meaning when
         used in this First Supplemental Indenture;
<PAGE>
                (b) a term defined anywhere in this First Supplemental
         Indenture has the same meaning throughout;

                (c) the singular includes the plural and vice versa;

                (d) a reference to a Section or Article is to a Section or
         Article of this First Supplemental Indenture;

                (e) headings are for convenience of reference only and do not
         affect interpretation;

                (f) the following terms have the meanings given to them in
         this Section 1.1(f):


                "Change of Control" means an event whereby (i) any person or
group within the meaning of Section 13(d)(3) of the Exchange Act together with
any affiliates and associates of any thereof, (other than JP Acquisition Fund
II, L.P., JP Acquisition Fund III, L.P., JPAF, Limited Partnership, JPAF III,
LLC, Jacobson Partners and the other members of the group referenced in the
Schedule 13D originally filed on July 24, 2000, as amended from time to time
(SEC File No. 005-48813)) shall beneficially own (within the meaning of Rule
13d-3 under the Exchange Act) at least a majority of the total voting power of
all classes of capital stock of the Company entitled to vote generally in the
election of directors of the Company, or (ii) the Company is liquidated or
dissolved or the stockholders of the Company adopt a plan for the liquidation or
dissolution of the Company.

                "Childtime Childcare" means Childtime Childcare, Inc., an
Illinois corporation.

                "Definitive Notes" has the meaning set forth in Section 2.3.

                "Interest Payment Date" has the meaning set forth in the Notes.

                "Maturity Date" has the meaning set forth in Section 2.2.

                "Notes" has the meaning set forth in the recitals.

                "Optional Redemption" means redemption of the Notes at the
option of the Company in whole or in part at any time on or after the date of
issue pursuant to Section 3.2.

                "Redemption Price" means 100% of the principal amount, plus
accrued and unpaid interest, if any, to the repurchase date.

                                   ARTICLE II

                    GENERAL TERMS AND CONDITIONS OF THE NOTES

         SECTION 2.1 Designation; Principal Amount and Denomination. There is
hereby authorized a series of Securities designated the 15% Subordinated Notes
due 2008, limited (except as provided in Section 2.08 of the Indenture) in
aggregate principal amount to




<PAGE>

$3,500,000; the amount of such series shall be as set forth in any written order
of the Company for the authentication and delivery of Notes of such series
pursuant to Section 2.04 of the Indenture. The Notes shall be issued in
denominations of $35 or any increments thereof.

         SECTION 2.2 Maturity. The maturity date (the "Maturity Date") of the
Notes is May 15, 2008.

         SECTION 2.3 Form and Payment.

                The Notes shall be issued in fully registered certificated form
without interest coupons ("Definitive Notes"). Principal and interest on the
Notes will be payable, the transfer of such Notes will be registrable and such
Notes will be exchangeable for Notes bearing identical terms and provisions at
the office or agency of the Trustee in New York, New York, or Detroit, Michigan,
or at the office of such Paying Agent or Paying Agents as the Company may
designate from time to time; provided, however, that, at the option of the
Company payment of interest may be made by check mailed to the Securityholder at
such address as shall appear in the security register for the Notes maintained
pursuant to Section 2.07 of the Indenture. Except as otherwise provided in
Section 2.4(c), all payments of principal and interest on the Notes shall be
made in lawful money of the United States of America.

         SECTION 2.4 Interest.

                (a) Each Note will bear interest at the rate of 15.0% per annum
from the date of issuance, or from the most recent date to which interest has
been duly paid or provided for, as the case may be, until the principal thereof
becomes due and payable on the Maturity Date; provided, however, that each Note
will bear interest, payable on demand, on any overdue principal and (to the
extent that payment of such interest is enforceable under applicable law) on any
overdue interest at the rate of 18% per annum.

                (b) Interest shall be paid quarterly and shall be calculated on
the basis of a 360-day year of twelve 30-day months. For periods less than a
full quarter, interest payable shall reflect interest on the Notes computed on
the basis of the actual number of elapsed days based on a 360-day year. In the
event that any date on which interest is payable on the Notes is not a Business
Day, then payment of interest payable on such date will be made on the next
succeeding day which is a Business Day (including any interest or other payment
in respect of any such delay), in each case with the same force and effect as if
made on such date.

                                  ARTICLE III

                             REDEMPTION OF THE NOTES

         SECTION 3.1 Mandatory Redemption.

                If a Change of Control has occurred, the Company shall, upon not
less than 15 days but not more than 60 days notice to the holders, repurchase in
cash all of the Notes outstanding within 60 days after such Change of Control at
a purchase price equal to the Redemption Price. Notwithstanding the foregoing,
the Company shall not be obligated to



<PAGE>

repurchase any Notes pursuant to this Section until such time as such repurchase
is permissable pursuant to Article 15 of the Indenture.

         SECTION 3.2 Optional Redemption by Company.

                (a) Subject to the provisions of Article 14 of the Indenture,
the Company shall have the right to redeem the Notes, in cash, in whole or in
part, at any time on or after the date of issue at a purchase price equal to the
Redemption Price.

                If the Notes are only partially redeemed pursuant to this
Section 3.2, the Notes will be redeemed pro rata or by lot or by any other
method utilized by the Trustee. The Redemption Price shall be paid prior to 2:00
p.m., New York time, on the date of such prepayment, provided that the Company
shall deposit with the Trustee an amount sufficient to pay the Redemption Price
by 10:00 a.m., New York time, on the date such Redemption Price is to be paid.

         SECTION 3.3 No Sinking Fund.

                The Notes are not entitled to the benefit of any sinking fund.

                                   ARTICLE IV

                                  FORM OF NOTE

         SECTION 4.1 Form of Notes.

                The Notes and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the following form:

                             [FORM OF FACE OF NOTE]

                  $____________                     CUSIP No. _________

                  No. _________

                        CHILDTIME LEARNING CENTERS, INC.

                         15% SUBORDINATED NOTE DUE 2008

                CHILDTIME LEARNING CENTERS, INC., a Michigan corporation (the
"Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
______________ or registered assigns, the principal sum of _____________ Dollars
($___________) on May 15, 2008 (the "Maturity Date"), and to pay interest on
said principal sum in cash from the date hereof, or from the most recent
interest payment date to which interest has been paid or duly provided for,
quarterly in arrears on December 31, March 31, June 30 and September 30 of each
year (each such date, an "Interest Payment Date"), commencing on June 30, 2003,
at the rate of 15.00% per annum until the principal hereof shall have become due
and payable, and at a rate of 18.00% per annum on





<PAGE>

any overdue principal and premium, if any, and (without duplication and to the
extent that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at the same rate per annum compounded quarterly.
The amount of interest payable on any Interest Payment Date shall be computed on
the basis of a 360-day year of twelve 30-day months. For periods less than a
full calendar quarter, interest payable shall reflect interest on the Notes
computed on the basis of the actual number of elapsed days based on a 360-day
year. In the event that any date on which interest is payable on this Note is
not a Business Day, then payment of interest payable on such date will be made
on the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay), in each case with the same force
and effect as if made on such date. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the person in whose name this Note is
registered at the close of business on the regular record date for such interest
installment, which shall be the close of business on the fifteenth day (whether
or not such day is a Business Day) of the calendar month in which the relevant
Interest Payment Date falls. Any such interest installment not punctually paid
or duly provided for shall forthwith cease to be payable to the registered
Holders on such regular record date and may be paid to the Person in whose name
this Note is registered at the close of business on a special record date to be
fixed by the Trustee for the payment of such defaulted interest, notice whereof
shall be given to the registered holders of this series of Notes not less than
10 days prior to such special record date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. The
principal of (and premium, if any) and the interest on this Note that is payable
in cash shall be payable at the office or agency of the Trustee maintained for
that purpose in any coin or currency of the United States of America that at the
time of payment is legal tender for payment of public and private debts;
provided, however, that, payment of interest may be made at the option of the
Company by check mailed to the registered Holder at such address as shall appear
in the Security Register.

                The indebtedness evidenced by this Note is, to the extent
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Senior Indebtedness (as defined in the Indenture)
and this Note is issued subject to the provisions of the Indenture with respect
thereto. Each Holder of this Note, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee on his
or her behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided and (c) appoints the
Trustee his or her attorney-in-fact for any and all such purposes. Each Holder
hereof, by his or her acceptance hereof, hereby waives all notice of the
acceptance of the subordination provisions contained herein and in the Indenture
by each holder of Senior Indebtedness, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said provisions.

                This Note shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by or on
behalf of the Trustee.




<PAGE>

                The provisions of this Note are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.

                IN WITNESS WHEREOF, the Company has caused this instrument to be
executed in its name by its duly authorized officers.

                                         CHILDTIME LEARNING CENTERS, INC.
                                         By: ______________________
                                         Name:_____________________
[Seal]                                   Title:____________________


Attest:

By:  ________________________
Name: ______________________
Title: _______________________




<PAGE>
                     (FORM OF CERTIFICATE OF AUTHENTICATION)

                          CERTIFICATE OF AUTHENTICATION

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

Dated ______________________



                                   _______________________________________,
                                   as Trustee


                                   By ______________________
                                        Authorized Signatory



<PAGE>
                            (FORM OF REVERSE OF NOTE)

                This Note is one of a duly authorized series of Notes of the
Company (herein sometimes referred to as the "Notes"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an Indenture dated as of May 16, 2003, duly executed and delivered between
the Company and U.S. Bank National Association, a national banking association,
as Trustee (the "Trustee"), as supplemented by the First Supplemental Indenture
dated as of May 16, 2003, between the Company and the Trustee (the Indenture as
so supplemented, the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Notes. By the terms of the
Indenture, the Notes are issuable in series that may vary as to amount, date of
maturity, rate of interest and in other respects as provided in the Indenture.
This series of Notes is limited in aggregate principal amount as specified in
said First Supplemental Indenture.

                Following the occurrence of a Change of Control, this Note will
become due and payable, at a redemption price equal to 100% of the outstanding
principal amount of the Note, plus accrued and unpaid interest thereon to the
date of redemption (the "Redemption Price"). The Redemption Price shall be paid
prior to 2:00 p.m., New York time, on the date of such redemption.
Notwithstanding the foregoing the Company shall not be obligated to repurchase
any Notes until such time as such repurchase is permissable pursuant to Article
15 of the Indenture.

                The Company shall have the right to redeem this Note at the
option of the Company, in whole or in part at any time (an "Optional
Redemption"), at the Redemption Price.

                Any prepayment pursuant to the preceding two paragraphs will be
made upon not less than 15 days nor more than 60 days notice. If the Notes are
only partially prepaid by the Company pursuant to an Optional Redemption, the
Notes to be redeemed will be selected pro rata or by lot or by any other method
utilized by the Trustee.

                In the event of prepayment of this Note in part only, a new Note
or Notes of this series for the unrepaid portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

                In case an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal of all of the Notes may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

                The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding, to execute
supplemental indentures for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Notes; provided, however, that no such supplemental indenture shall
without the consent of the




<PAGE>

holders of each outstanding Note so affected, (i) change the fixed maturity of
any Notes of any series, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any amount
payable upon the redemption or prepayment thereof, or change any date on which
the Note may be prepaid or (ii) reduce the aforesaid percentage of Notes, the
holders of which are required to consent to any such supplemental indenture,
without the consent of the Holders of each Note then outstanding and affected
thereby.

                The Indenture also contains provisions permitting the holders of
a majority in aggregate principal amount of the Notes affected thereby, on
behalf of all of the Holders of the Notes of such series, to waive any past
default in the performance of any of the covenants contained in the Indenture,
or established pursuant to the Indenture with respect to such series, and its
consequences, except a default (a) in the payment of the principal of or
premium, if any, on or interest on any of the Notes of such series or, (b) in
respect of covenants or provisions of the Indenture which cannot be modified or
amended without the consent of the holder of each Note affected. Any such
consent or waiver by the registered Holder of this Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and
upon all future holders and owners of this Note and of any Note issued in
exchange herefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Note.

                The Indenture also contains provisions permitting the Company
and the Trustee, without the consent of any Holders, to execute supplemental
indentures to make any changes that do not adversely affect the rights of the
Holders.

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

                As provided in the Indenture and subject to certain limitations
therein set forth, this Note is transferable by the registered Holder hereof on
the Security Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Trustee in St. Paul,
Minnesota accompanied by a written instrument or instruments of transfer in form
satisfactory to the Trustee or the Authenticating Agent duly executed by the
registered Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of authorized denominations and for the same
aggregate principal amount and series will be issued to the designated
transferee or transferees. No service charge will be made for any such transfer,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.

                All terms used in this Note that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

                THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE
INDENTURE AND THE NOTES WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF AND
THE INDENTURE AND NOTES SHALL BE DEEMED TO BE CONTRACTS MADE UNDER THE INTERNAL
LAWS OF THE STATE OF NEW




<PAGE>

YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
SAID STATE.

                                   ARTICLE V

                             ORIGINAL ISSUE OF NOTES

         SECTION 5.1 Original Issue of Notes.

                The Notes in the aggregate principal amount of $3,500,000 may,
upon execution of this First Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes to or upon the written order of the Company,
signed by its Chief Executive Officer, its President, or any Vice President, its
Treasurer, any Assistant Treasurer, its Controller or any Assistant Controller,
its Secretary or any Assistant Secretary without any further action by the
Company.

                                   ARTICLE VI

                                  MISCELLANEOUS

         SECTION 6.1 Ratification of Indenture.

                The Indenture, as supplemented by this First Supplemental
Indenture, is in all respects ratified and confirmed, and this First
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.

         SECTION 6.2 Trustee Not Responsible for Recitals.

                The recitals herein contained are made by the Company and not by
the Trustee, and the Trustee assumes no responsibility for the correctness
thereof. The Trustee makes no representation as to the validity or sufficiency
of this First Supplemental Indenture.

         SECTION 6.3 Governing Law.

                This First Supplemental Indenture and each Note shall be deemed
to be a contract made under the internal laws of the State of New York, and for
all purposes shall be construed in accordance with and governed by the laws of
said State without regard to conflicts of law principles.

         SECTION 6.4 Severability.

                In case any one or more of the provisions contained in this
First Supplemental Indenture or in the Notes shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this First
Supplemental Indenture or of the Notes, but this First Supplemental Indenture
and the Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.

<PAGE>

         SECTION 6.5 Counterparts.

                This First Supplemental Indenture may be executed in any number
of counterparts each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.


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

                              CHILDTIME LEARNING CENTERS, INC.


                              By: /s/ William D. Davis
                                  ------------------------------------------
                              Name: William D. Davis
                              Title:   President and Chief Executive Officer


                              U.S. BANK NATIONAL ASSOCIATION,
                              as Trustee


                              By: /s/ James Kowalski
                                  ------------------------------------------
                              Name: James Kowalski
                              Title:   Assistant Vice President






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>k77325exv99w3.txt
<DESCRIPTION>PRESS RELEASE ISSUED MAY 19, 2003
<TEXT>
<PAGE>


                                                                    EXHIBIT 99.3

                                                    For Immediate Release

Media Contact
Melanie de Vries

Investor Relations Contact
Frank Jerneycic

Childtime Learning Centers, Inc.
21333 Haggerty, Suite 300
Novi, MI  48375
248-697-9000
http://www.childtime.com

CHILDTIME LEARNING CENTERS ANNOUNCES COMPLETION OF RIGHTS OFFERING

NOVI, MI, May 19, 2003 -- Childtime Learning Centers, Inc. (NASDAQ: CTIM), today
announced that it has successfully completed its rights offering to existing
shareholders of 100,000 units, each unit consisting of $35 principal amount of
15% subordinated notes due 2008 and 141 shares of common stock. As a result of
the rights offering and the related purchase of securities pursuant to a standby
commitment from affiliates of Jacobson Partners, a private equity firm whose
managing partner is the Company's Chairman of the Board, the Company issued 14.1
million shares of common stock and $3.5 million of 15% subordinated notes due
2008. Substantially all of the proceeds from the offering will be used to
refinance $14.0 million in principal amount of subordinated debt, plus related
accrued and unpaid interest, that Childtime incurred in July 2002 to finance its
acquisition of substantially all of the assets of Tutor Time Learning Systems,
Inc. and related working capital needs.

As a result of the rights offering, the Company retired $12.3 million of
subordinated notes and related accrued and unpaid interest (net of $3.5 million
issued via the rights offering) and reduced annual interest expense by more than
$1.8 million. Bill Davis, the Company's President and CEO, stated "We are
pleased with the outcome of the rights offering. The equity infusion
significantly improves our balance sheet and will enable the Company to make the
necessary investments to enhance our existing portfolio of centers and give us
the opportunity to continue our growth."

Childtime Learning Centers, Inc., of Novi, MI, acquired Tutor Time Learning
Systems, Inc. on July 19, 2002 and is now one of the nation's largest publicly
traded child care providers with operations in 27 states, the District of
Columbia and internationally. Childtime Learning Centers, Inc. has over 7,500
employees and provides education and care for over 50,000 children daily in over
450 corporate and franchise centers nationwide.


</TEXT>
</DOCUMENT>
</SUBMISSION>
